OFG Octopus Future Generations Vct Plc

Octopus Future Generations VCT plc

Results for the Period Ended 30 June 2024

Octopus Future Generations VCT plc (‘Future Generations VCT’ or the ‘Company’) is backing businesses that aim to address society’s biggest challenges, providing an opportunity for investors to share in the growth of ambitious, purpose‑driven companies.

The Company is managed by Octopus AIF Management Limited (the ‘Manager’), who has delegated investment management to Octopus Investments Limited (‘Octopus’ or ‘Portfolio Manager’) via its investment team Octopus Ventures.

The Company today announces the unaudited financial report for the twelve months ended 30 June 2024.

Chair’s statement

Highlights

• £46.1m in total net assets
• 86.8p Net Asset Value (NAV) per share
• 36 portfolio companies 
  

I am pleased to present the unaudited financial report and accounts for the Company for the twelve months to 30 June 2024.

I would like to welcome all new shareholders to the Company. Future Generations VCT invests in exciting early-stage companies which aspire to address current environmental and societal issues.

The NAV per share at 30 June 2024 was 86.8p, which represents a net decrease of 6.9p per share from 31 December 2023, the latest released NAV. In the twelve months to 30 June 2024, we utilised £8.3 million of our cash resources, including £7.2 million which was invested into 13 new portfolio companies. The cash balance of £17.5 million as at 30 June 2024 represents 37.8% of net assets at that date. The loss made in the period to 30 June 2024 was £4.0 million. This decline is mainly caused by the downward movements in some portfolio company valuations. It is reflective of some company specific performance challenges and the difficult funding conditions in the early stage space. Given the Company is still a new VCT, many of its portfolio companies are at the beginning of their journey and will likely require further funding to succeed, so it is to be expected to see under performance or even failures before any growth in value of companies which are ultimately successful.

Fundraise
On 31 January 2024 we launched a new offer to raise up to £15 million, and to date we have raised £3.2 million. The offer will close for new applications on 27 January 2025, or earlier at the Board’s discretion. We would like to take this opportunity to thank all shareholders for their continued support.

As investors will be aware, the intention is to invest in businesses which meet one of three key themes, which we believe demonstrate good investment prospects as well as having the potential to transform the world we live in for the better.

VCT qualification
I am pleased to report that in April 2024, the Company met the requirement for 80% of the Company’s funds to be invested in VCT qualifying holdings by 1 July 2024 (for funds raised up to 30 June 2022). The remainder will be invested in permitted non-VCT qualifying investments or cash.

In November 2023, a ten-year extension was announced to the ‘sunset clause’ (a retirement date for the VCT scheme), meaning VCT tax reliefs will be available until 5 April 2035. This extension passed through Parliament in February 2024 and on 3 September the Treasury brought into effect the extension through The Finance Act 2024.

Principal risks and uncertainties
The Board continues to review the risk environment in which the Company operates on a regular basis. The principal risks as described on pages 32 to 34 of the Annual Report for the year ended 30 June 2023 remain, however there is increased exposure to investment performance and loss of key people These will be reported on in detail in the annual report to 31 December 2024.

Change to year end
In 2023, the Board reviewed and approved a proposal to move the Company’s year-end from 30 June to 31 December. This change is largely being driven by operational efficiency gains by aligning year-end periods with other funds with which the Company co-invests. As a result, shareholders will receive an annual report for 31 December 2024 covering an extended 18-month period. After this, the normal cadence of reporting will resume.

Board of Directors
As announced in our half-yearly report to 31 December 2023, Ajay Chowdhury was appointed as an independent Non-Executive Director on 1 March 2024. Ajay is a serial entrepreneur, venture capitalist and author, and recently retired from his role as senior partner at the Boston Consulting Group. We look forward to benefitting from his wealth of experience in the early-stage venture ecosystem.

AGM
The AGM will take place on 10 December 2024 from 10:00am and will be held at the offices of Octopus Investments Limited, 33 Holborn, London, EC1N 2HT. Full details of the business to be conducted at the AGM are given in the Notice of AGM.

Shareholders’ views are important, and the Board encourages shareholders to vote on the resolutions within the Notice of AGM using the proxy form, or electronically at www.investorcentre.co.uk/eproxy. The Board has carefully considered the business to be approved at the AGM and recommends shareholders to vote in favour of all the resolutions being proposed, as the Board will be doing.

Outlook
The decline in the NAV is disappointing, with some of the portfolio companies struggling to scale, secure customer wins and successfully fundraise meaning they are not achieving the milestones set at the time the Company invested. With companies not able to prove their business models, we will unfortunately see companies fail. The Board is mindful that it is not an unusual outcome for a Company at this stage of its investment life cycle, with any failures likely preceding valuation growth which is expected once the portfolio matures. While the Company continues to add to its portfolio, there is also currently a greater concentration of value in fewer companies, so performance will be more sensitive to valuation movements in the underlying holdings than if the portfolio was larger.

The decline has been amplified by challenging global economic conditions which have characterised the last few years particularly impacting on growth and early-stage businesses. We are hopeful that there are signs of recovery on the horizon, with the Bank of England cutting interest rates for the first time since 2020 and the conclusion of the UK General Election bringing more political certainty and stability. The exit environment is also starting to show signs of recovery, with Initial Public Offerings (IPOs) having their strongest start to the year since the peak of 2021, bringing renewed optimism in the market¹. Together, this gives us some confidence that the challenging environment our portfolio companies are operating in will start to improve, and with diversification across the three investment themes, it should mean the Company is well positioned to generate long-term value for shareholders.

I would like to conclude by thanking both my Board colleagues and the Octopus team on behalf of all shareholders for their hard work. The Board’s long-term view of early-stage venture capital remains positive, and I am looking forward to seeing what the remainder of the year brings for your Company.

Helen Sinclair
Chair
27 September 2024

1 Pitchbook, European Venture Report Q2 2024 https://pitchbook.com/news/reports/q2-2024-european-venture-report#:~:text=Our%20Q2%202024%20European%20Venture,most%2Dactive%20vertical%20after%20SaaS.

Portfolio Manager’s review

Focus on Future Generations VCT’s investments
Below is a breakdown of the 36 investments held as at 30 June 2024, showing the proportion and value of the portfolio in each investment theme:

Proportion by number of portfolio companies in each theme
Revitalising healthcare: 50%
Empowering people: 31%
Building a sustainable planet: 19%

Value of the portfolio in each theme
Revitalising healthcare: £12.3m
Empowering people: £10.4m
Building a sustainable planet: £5.9m

Overview of investments
The Company completed 7 new investments in the six months to 30 June 2024 (comprising a total of £5.2 million) and 2 further investments after the reporting date totalling £0.5 million. More information on three of these businesses can be found below:

A selection of our completed investments

Empowering people
Swiipr
Swiipr has developed a digital payments platform specifically for the airline industry. The platform enables airlines to instantly compensate passengers in cases of disrupted or cancelled flights, using virtual or pre-paid cards. Swiipr aims to streamline payment processing for airlines and improve the reimbursement experience for affected passengers.

Building a sustainable planet
Drift
Drift Energy is designing sailing vessels and the routing algorithms required to capture deep water wind energy and convert it into onboard hydrogen gas. This would then be transported back to shore using a fully integrated desalination, electrolysis and storage system.

Revitalising healthcare
Manual
Manual is looking to become the go-to global platform to increase healthy lifespan and build a series of direct-to-consumer health brands for high importance, non-critical areas of health. To achieve this, it will provide easy to access advice and medical support for diagnosis, custom treatment plans and holistic care to induce long-term behaviour change.

Top ten investments

* Trading as
  

Portfolio engagement - D&I and carbon emission measurement
As part of our strategy, we require portfolio companies to put in place a Diversity and Inclusion policy (D&I) and an Anti-Harassment policy. We also engage with each company to help them understand their greenhouse gas emissions and support them to take action to minimise them. You can see how we are progressing with these goals below, as at the date of this report:

D&I policy status
Policy in place: 36
In progress: 0

Engaged in monitoring 2023 greenhouse gas emissions
Signed up: 12
Introduced: 22
In progress: 2

Focus on performance
The NAV of 86.8p per share at 30 June 2024 represents a decrease of 6.9p per share versus a NAV of 93.7p per share as at 31 December 2023. The decline in valuation over the six-month period has been driven by the downward valuation movements across 13 companies which saw a collective decrease in valuation of £6.5 million. The businesses that contributed most significantly to this were Tympa Health, Pear Bio and Elo Health. In the six months, the Company further invested into Tympa Health as this was the committed second tranche of the original investment case from 2023. During the investment period, Tympa Health over-invested in growth and has now had to make significant cost cuts and changes to senior management whilst running a fundraise process. It has successfully secured an external lead investor, but at a reduced valuation and the Company now sits behind a large preference stack, meaning that other investors get paid back first before the Company would see any returns. Pear Bio has also had to significantly reduced its cash burn but has limited runway and needs to further fundraise, so the valuation has been reduced to reflect this risk. Elo Health has struggled to find a market fit and execute on the investment thesis, so to extend its cash runway it has had to raise an investment round at a reduced valuation. These three valuation movements account for 87.6% of the total decline in the six months.

Octopus Ventures believes that some of the companies which have seen decreased valuations in the year have the potential to overcome the issues they face and get their growth plans back on track. Octopus Ventures will continue to work with them to help them realise their ambitions. In some cases, if a company is achieving
its performance milestones, the support offered could include further funding, to ensure a business has the capital it needs to execute on its strategy.

Conversely, 6 companies saw an increase in valuation in the period, delivering a collective increase in valuation of £2.9 million. These valuation increases reflect businesses which have successfully concluded further funding rounds, grown revenues or met certain important milestones. Notable strong performers in the portfolio include Neat and TitanML, both of which have shown impressive capital efficient growth. These strong performers demonstrate that there are opportunities available for companies to scale.

At this early stage of the Company’s life cycle, it is to be anticipated that failures will likely precede valuation growth, which takes longer as the portfolio companies have to achieve their agreed milestones and mature.

The gain on Future Generation’s uninvested cash reserves was £0.9 million in the twelve months to 30 June 2024 (31 December 2023: gain of £0.5 million), driven by returns on money market funds. The Board’s objective for these investments is to generate sufficient returns through the cycle to cover costs, at limited risk to capital.

Outlook
We are pleased to report the Company’s first disposal as it was agreed that Cobee (an employee benefits and engagement platform) will be acquired by Pluxee Group as part of its strategic growth plan. The transaction is subject to approval by the Spanish regulatory authorities over the coming months, so we look forward to reporting further after completion has taken place. The transaction is a great result for the Company at such an early point in its investment lifecycle and a good proof point of the investment strategy.

The decline in NAV over the six-month period is disappointing but attributable to both the stage of the Company and the headwinds the portfolio companies have been facing. We continue to closely monitor the portfolio to ensure support and resources are being directed in the most impactful way, both through Octopus-appointed non-executive directors or monitors on the Boards and our in-house People and Talent team. This team works directly with the portfolio company management teams, offering training and recruitment support to ensure the best talent pool is being explored to help drive success in this more challenging climate.

We are excited to have the opportunity to continue to scale the Company, support its ambition to make the world a better place for future generations, and hope to deliver attractive returns to shareholders.

Directors’ responsibilities statement

The Directors confirm that to the best of their knowledge:

• the financial statements for the twelve months ended 30 June 2024 have been prepared in accordance with ‘Financial Reporting Standard 104: Interim Financial Reporting’ issued by the Financial Reporting Council;
  
  
• the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company;
  
  
• the report includes a fair review of the information required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules, being:
  
  
  • we have disclosed an indication of the important events that have occurred during the twelve months of the period and their impact on the set of financial statements;
  • we have disclosed a description of the principal risks and uncertainties for the remaining six months of the period; and
  • we have disclosed a description of related party transactions that have taken place in the twelve months of the current financial period, that may have materially affected the financial position or performance of the Company during that period and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board

Helen Sinclair
Chair
27 September 2024

Income statement

• The ‘Total’ column of this statement is the profit and loss account of Future Generations VCT; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies.
• All revenue and capital items in the above statement derive from continuing operations.
• Future Generations VCT has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds. Future Generations VCT has no other comprehensive income for the period.
  
  

The accompanying notes form an integral part of the financial statements.

Balance sheet

* Cash received from investors but not yet allotted.

The accompanying notes form an integral part of the financial statements.

The statements were approved by the Directors and authorised for issue on 27 September 2024 and are signed on their behalf by:

Helen Sinclair
Chair
Company Number: 13750143

Statement of changes in equity

The accompanying notes form an integral part of the financial statements.

The accompanying notes form an integral part of the financial statements.

The accompanying notes form an integral part of the financial statements.

Cash flow statement

The accompanying notes form an integral part of the financial statements.

Condensed notes to the financial report

1. Basis of preparation
The unaudited results which cover the twelve months to 30 June 2024 have been prepared in accordance with the Financial Reporting Council’s (FRC) Financial Reporting Standard 104 Interim Financial Reporting (January 2022) and the Statement of Recommended Practice (SORP) for Investment Companies re-issued by the Association of Investment Companies in July 2022.

The Directors consider it appropriate to adopt the going concern basis of accounting. The Directors have not identified any material uncertainties to the Company’s ability to continue to adopt the going concern basis over a period of at least twelve months from the date of approval of the financial statements. In reaching this conclusion, the Directors have taken into account the potential impact on the economy including inflation and the recession.

The principal accounting policies have remained unchanged from those set out in the Company’s 2023 Annual Report and Accounts.

2. Publication of non-statutory accounts
The unaudited financial report for the twelve months ended 30 June 2024 does not constitute Statutory Accounts within the meaning of s.415 of the Companies Act 2006 and has not been delivered to the Registrar of Companies. The comparative figures for the year ended 30 June 2023 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies. The independent auditor’s report on those financial statements, in accordance with Chapter 3, Part 16 of the Companies Act 2006, was unqualified. This financial report has not been reviewed by the Company’s auditor.

3. Earnings per share
The loss per share is based on 50,107,452 Ordinary shares (30 June 2023: 40,987,288, 31 December 2023: 48,725,532) being the weighted average number of shares in issue during the period. There are no potentially dilutive capital instruments in issue and so no diluted returns per share figures are relevant. The basic and diluted earnings per share are therefore identical.

4. Net asset value per share

5. Allotments
During the twelve months to 30 June 2024, 5,022,333 shares were issued at a weighted average price of 95.2p (30 June 2023: 15,569,169 shares at a weighted average price of 98.6p, 31 December 2023: 2,027,485 shares at a weighted average price of 97.3p per share).

6. Transactions with the Manager and Portfolio Manager
Future Generations VCT is classified as a full-scope Alternative Investment Fund (AIF) under the Alternative Investment Fund Management Directive (the ‘AIFM Directive’). Future Generations VCT has appointed Octopus AIF Management Limited to provide the services of an Alternative Investment Fund Manager (AIFM) of a full scope AIF. In accordance with its power to do so under AIFMD, Octopus AIF Management Limited has delegated portfolio management to Octopus Investments Limited, whilst retaining the obligations of a risk manager.

Future Generations VCT paid Octopus AIF Management Limited £950,000 in the period as a management fee (30 June 2023: £696,000, 31 December 2023: £467,000). The annual management charge (AMC) is based on 2% of Future Generations VCT’s NAV. The AMC is payable quarterly in advance and calculated using the latest published NAV of Future Generations VCT and the number of shares in issue at each quarter end. Once the quarter has ended, an adjustment will be made if the NAV at the end of the current quarter is calculated and which differs from the NAV as at the end of the previous quarter.

Octopus also provides Non-Investment Services to Future Generations VCT, payable quarterly in advance. The fee is 0.3% of Future Generations VCT’s NAV, calculated at quarterly intervals. The Non-Investment Services Agreement (NISA) fee is calculated using the latest published NAV of Future Generations VCT and the number of shares in issue at each quarter end. As with the AMC, an adjustment will be made once the quarter has ended if the NAV at the end of the current quarter is calculated and which differs from the NAV as at the end of the previous quarter. During the period £143,000 was paid to Octopus for Non-Investment Services (30 June 2023: £122,000, 31 December 2023: £70,000).

In addition, Octopus is entitled to performance-related incentive fees, subject to Future Generations VCT’s total return at year end exceeding the total return at the previous year end when an incentive fee was paid or 97p if the first incentive fee has not yet been paid (the ‘Excess’), equal to 20% of the Excess. Future Generations VCT’s total return at year end exceeded the total return at the previous year end when an incentive fee was paid or 97p if the first incentive fee has not yet been paid (the ‘Excess’), equal to 20% of the Excess. No performance fee will be paid prior to the financial period ending 30 June 2025, dividends (paid or declared) being equal to or greater than 10p per Ordinary share and the total return exceeding 120p.

The cap relating to Future Generations VCT’s total expense ratio, that is the regular, recurring costs of Future Generations VCT expressed as a percentage of its NAV, above which Octopus have agreed to pay, is 3.0%, and is calculated in accordance with the AIC Guidelines.

7. Related party transactions
Several members of the Octopus investment team hold non-executive directorships as part of their monitoring roles in Future Generations VCT’s portfolio companies, but they have no controlling interests in those companies.

Emma Davies, a former Non-Executive Director of Future Generations VCT, previously held the role of co-CEO of Octopus Ventures. On 24 March 2023, Emma Davies ceased to be employed by Octopus Capital Limited and therefore she is no longer considered a related party. Emma retired as a Non-Executive Director of Future Generations VCT on 31 March 2024.

No dividends have been paid to the Directors of Future Generations VCT.

8. Voting rights and equity management
The following table shows the percentage voting rights held by Future Generations VCT in each of the top ten investments, on a fully diluted basis.
                                                        

9. Post balance sheet events
The following events occurred between the balance sheet date and the signing of this financial report:
● 2 new investments completed totalling £0.5 million.
  

10. Financial Report
The unaudited results which cover the twelve months to 30 June 2024 will shortly be available to view at https://octopusinvestments.com/our-products/venture-capital-trusts/octopus-future-generations-vct/ . 
A copy of the report will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

For further information please contact:

Rachel Peat  
Octopus Company Secretarial Services Limited
Tel: +44 (0)80 0316 2067

LEI: 213800AL71Z7N2O58N66

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