TIDMPGOO
ProVen Growth and Income VCT plc
Annual Financial Report
Year Ended 28 February 2023
ProVen Growth and Income VCT plc, managed by Beringea LLP, today
announces the final results for the year ended 28 February 2023.
These results were approved by the Board of Directors on 9 June
2023.
You may, in due course, view the Annual Financial Report in full
at www.proveninvestments.co.uk. All other statutory information can
also be found there.
Fund Overview
Ordinary Shares as at: 28 February 2023 28 February 2022
Net asset value per Ordinary Share 54.2p 67.3p
Dividends paid since class launch (originally as 'C' 75.4p 70.7p
Shares)
Total return (net asset value plus dividends paid 129.6p 138.0p
since 'C' Share class launch)
Year on year change in:
Net asset value per Ordinary Share (adjusted for dividends (12.4)% 14.3%
paid in the year) 3.25p 4.75p
Dividends paid/payable in respect of year 5.1% 7.9%
Dividend yield
Chair's Statement
I am pleased to present the Annual Report for ProVen Growth and
Income VCT plc (the "Company") for the year ended 28 February 2023.
The financial year under review was impacted by many macroeconomic
and geopolitical challenges. Despite this backdrop, your Company
delivered several profitable exits. However, the overall portfolio
valuation suffered owing to the significant market volatility, with
the valuation of three companies being fully written down in the
period. This is reflected in a negative total return (net asset
value ("NAV") per share plus dividends) for the year to 28 February
2023.
Results for the year
For the year, there was a negative total return of 12.4%, which
was largely attributable to three significant realised losses in
the period, namely MYCS, Festicket and Thread, which together
accounted for 6.4% of this loss.
The loss on ordinary activities for the year was GBP23.8
million, or 8.3p per share (2022: profit of GBP22.4 million, or
9.4p per share), comprising a revenue loss of GBP1.2 million, or
0.4p per share (2022: revenue loss of GBP1.4 million, or 0.6p per
share) and a capital loss of GBP22.6 million, or 7.9p per share
(2022: profit of GBP23.8 million, or 10.0p per share). This capital
loss was predominantly driven by realised and unrealised losses in
the portfolio of GBP10.9 million and GBP9.1 million
respectively.
Dividends
During the year ended 28 February 2023, the Company paid final
and special dividends of 1.5p and 1.75p per share respectively on 5
August 2022 to Shareholders on the register at 15 July 2022. These
dividends were paid in respect of the year ended 28 February 2022.
The Company also paid an interim dividend in respect of the year
ended 28 February 2023 of 1.5p per share on 2 December 2022 to
Shareholders on the register at 11 November 2022.
Your Board is proposing a final dividend for the year ended 28
February 2023 of 1.75p per share to be paid on 4 August 2023 to
Shareholders on the register on 7 July 2023. The payment of this
dividend will result in an equivalent reduction in the Company's
NAV per share.
The total tax-free dividends of 3.25p per share for the year
ended 28 February 2023 represents a cash return to Shareholders of
5.1% on the opening NAV per share at 1 March 2022, after deducting
the prior year's final and special dividends of 3.25p per share in
total.
Portfolio activity and valuation
The Company invested a total of GBP21.4 million in the year
(2022: GBP32.7 million), with six new companies added to the
portfolio at a cost of GBP14.9 million, and follow-on investments
totalling GBP6.5 million in nine existing portfolio companies. This
active year of investing has provided further diversification to
your Company's investment portfolio and it is pleasing to note that
several of the new additions have already shown strong commercial
performance since investment, for example, Lucky Saint and Dash.
These additions to the portfolio are discussed in more detail in
the Investment Manager's Review.
The Company also saw strong exit activity within the portfolio,
with the partial realisation of Zoovu completing at the beginning
of the year, followed by the full realisations of Blis, Sealskinz
and Firefly. These companies provided a combined profit against
initial cost of GBP20.8 million. After the year end, two further
profitable exits occurred, from Monica Vinader and Aistemos.
The financial year began against a backdrop of economic
turbulence due to the invasion of Ukraine by Russia, which set in
motion a series of macroeconomic challenges. International supply
chains, which had only recently shown signs of recovery following
the COVID pandemic, faced huge disruption, affecting both
businesses and consumers. In addition, inflation increased to
levels not seen for decades, caused primarily by a surge in energy
prices. Interest rates increased globally in response and there was
a general tightening of liquidity in both debt and equity
markets.
These challenges had a significant impact across the portfolio,
most notably with three write-downs that have been treated as
realised losses in these accounts:
-- MYCS was adversely impacted by loan providers introducing new lending
caps in March 2022, coupled with a sharp decline in consumer confidence.
These factors prompted the company to merge with another private
equity-backed business. As part of this transaction, the Company disposed
of its interest in MYCS for a nominal amount, with potential for some
proceeds in the future should the buyer secure a sale for the enlarged
group;
-- Festicket, an online platform which packaged festival tickets together
with travel, accommodation and add-ons to provide complete festival
experiences, was badly impacted by the COVID-19 pandemic, leaving the
company with a weakened balance sheet. An erratic reopening of the
festival market in 2021, followed by the failure of several festivals in
2022, resulted in highly challenging cash-flow dynamics for Festicket.
This led to the company entering administration during the year; and
-- Thread, a menswear e-commerce site, had been pursuing a high growth
strategy, including an entry into the US market, which had delivered a
significant increase in revenues since the Company's investment. However,
increased risk-aversion among investors resulted in Thread being unable
to raise further capital to fund its high growth strategy, which led to
the business entering administration during the year.
The profits and write-downs referred to above reflect the
early-stage, high-growth profile of the investments in your
Company's portfolio. Early-stage businesses carry inherent risk,
meaning that some will be very successful, and some will fail. When
substantial write-downs such as these do occur, your Board conducts
extensive reviews with the Investment Manager to understand whether
there are any learning points to be applied to future investment
activities. The risk of individual investments is balanced by your
Company's diversified portfolio of more than fifty companies.
Historically, the successes in the Company's portfolio have
significantly outweighed the losses over the medium term, although
past performance is not a guide to the future.
The unsettled market conditions also affected the unrealised
portfolio, which fell in value by GBP9.1 million. The valuations of
Papier, an online personalised stationery retailer, and Fnatic, an
esports organisation, were particularly affected by declining
market comparables (used as a basis for valuations), as well as a
softening in trading performance, and together account for an
unrealised loss in the period of GBP10.0 million. Apart from these
companies, however, performance across the portfolio has generally
been satisfactory.
Fundraising activities
As communicated in the Company's Half Year Report, a combined
offer for subscription with ProVen VCT plc launched on 11 January
2022 to raise up to a total of GBP20 million per company, with an
over-allotment facility of up to a further GBP20 million per
company. It closed to further applications on 12 August 2022 with
GBP29.4 million of gross proceeds raised for the Company.
The Company launched a further combined offer for subscription
with ProVen VCT plc on 19 October 2022 to raise up to GBP20 million
per company, with an over-allotment facility of GBP20 million per
company. As at the date of the Annual Report, the current offer has
raised GBP8.3 million of gross proceeds for the Company and has
been extended to 28 July 2023 (or such earlier date as the offer is
fully subscribed).
Share buybacks
The Company has a policy of buying back shares that become
available in the market at a discount of approximately 5% to the
latest published net asset value, subject to the Company having
sufficient liquidity. The Company retains Panmure Gordon to act as
its corporate broker. Shareholders who are considering selling
their shares should contact Panmure Gordon who will be able to
provide details of the price at which the Company is buying
shares.
During the year, the Company bought back 8,929,292 Ordinary
Shares at an average price of 58.5p per share and for an aggregate
consideration of GBP5,222,000. This represented 3.5% of the
Company's issued share capital at the start of the year. All shares
were subsequently cancelled.
A special resolution to allow the Company to continue to make
market purchases of its own shares of up to 14.99% of the share
capital for cancellation will be proposed at the forthcoming Annual
General Meeting ("AGM").
Performance Fee
The Company's performance incentive arrangements are an
important aid for the Investment Manager in recruiting and
retaining talented investment professionals against competition
from other investment management companies. The performance fee
structure is designed to align the interests of the Investment
Manager with those of Shareholders and encourages capital growth as
well as significant payments to Shareholders by means of tax-free
dividends, as determined by the Directors.
However, at 28 February 2023, the relevant performance hurdles
were not met and therefore no performance fee is payable for the
year under review.
The payment of a performance fee in future years and the amount
thereof, if any, will be dependent on both the performance of the
Company and the level of dividends paid to Shareholders.
Environmental, Social & Governance (ESG)
The Board notes the Investment Manager's commitment to ensuring
Environmental, Social and Governance (ESG) principles are high on
the agenda for the early-stage companies in which your Company
invests. Further detail on the Investment Manager's approach to
ESG, including its role as Chair of ESG_VC, can be found in the
Investment Manager's Review.
Annual General Meeting
The next AGM of the Company will be held at the offices of
Beringea LLP, at Charter House, 55 Drury Lane, London, WC2B 5SQ at
10:30am on Wednesday 12 July 2023. Those intending to attend the
AGM are asked to register their intention by emailing
info@beringea.co.uk in advance of the meeting.
The Board values the opportunity to meet Shareholders in person
and I would encourage Shareholders to attend the AGM in person.
However, we also understand that attendance in person may not be
possible or desirable for all who wish to attend. Therefore, this
year, the Company will also offer Shareholders the option to follow
proceedings of the meeting online. Any Shareholders who wish to
listen to the meeting remotely, should email info@beringea.co.uk
for joining instructions.
Please note that Shareholders will not be able to vote or ask
questions at the AGM when joining remotely. Shareholders are
encouraged, even if they are planning to attend the AGM in person,
to exercise their votes by submitting their proxy electronically
via their Signal Shares account at www.signalshares.com and to
appoint the Chair of the AGM as their proxy with their voting
instructions.
Shareholders who wish to submit questions in advance of the AGM
may do so via e-mail to info@beringea.co.uk and the Board will
respond to questions raised at the meeting.
Shareholder event
The Company's Annual Shareholder Event continues to be well
received and provides an important opportunity for Shareholders to
hear from the Investment Manager on topics such as performance and
investment activity, to ask questions of your Board, and to receive
insights and updates from the portfolio companies.
During the COVID pandemic these events were conducted virtually.
Last year the Investment Manager experimented with a hybrid event.
The majority of Shareholders attending last year's event elected to
do so virtually. Consequently, it has been decided that we will
revert to hosting a fully virtual event in 2023. This will enable
any Shareholder to join without the need for travel into Central
London. This has been scheduled for 10:30am to 12.30pm on Thursday,
16 November 2023 and I would encourage you to join us for the
session. You can RSVP to events@beringea.co.uk
https://www.globenewswire.com/Tracker?data=GSbW0JMEYaoIbf_hqqjWnvUkKCz7ViTAci5yZwGGULDWifHdH759OsvocM5nDAS52iC_qLCqwVXWH985teMwgLsIwvXLWvzWFCcoOUsrAxs=
.
VCT regulatory developments
Shareholders may be aware that in 2015, owing to EU rules in
relation to notified state aid, the Government was required to
introduce a "Sunset Clause" into the VCT legislation. Unless
legislation to extend or remove the Sunset Clause is enacted,
income tax relief will no longer be available for new VCT
subscriptions made on or after 6 April 2025. The Government
announced in September 2022 its commitment to extending the VCT
scheme beyond 2025, which the Company welcomed in its Half Year
Report and continues to do so.
No further details of how the removal of the Sunset Clause will
be enacted have been announced to date. The VCT industry, along
with other influential bodies such as the BVCA, continues to press
the Government to implement the removal of the Sunset Clause as
soon as possible, in order to ensure that VCTs are able to continue
their support for early-stage UK companies.
Another development worthy of note is that HMRC has recently
started to adopt a stricter interpretation of the Financial Health
Test. This is a test in the VCT legislation designed to ensure that
VCT funds are only invested in companies of adequate financial
health. In the opinion of your Board and the Investment Manager,
HMRC's new interpretation of this test is too rigorous, and is
preventing VCTs from providing follow-on funding to some existing
portfolio companies. The VCT industry, through the Venture Capital
Trust Association, has made representations to HMRC to highlight
the potentially damaging effect that their new interpretation of
this test is having on UK scale-up businesses.
Consumer Duty
The Financial Conduct Authority (FCA) has established a new
consumer duty (the 'Consumer Duty'), which will come into force in
July 2023 for products and services open to retail customers. The
Consumer Duty sets higher and clearer standards of consumer
protection across financial services, and requires firms to put
their customers' needs first.
VCTs are not directly subject to the new Consumer Duty. However,
the Investment Manager as an FCA-regulated firm, is subject to the
Consumer Duty and has completed a Consumer Duty review in advance
of the new rules coming into effect later this year. The Consumer
Duty highlights the FCA's drive to protect the interests of retail
customers and the Board will be monitoring the actions put in place
by the Investment Manager to ensure our Shareholders continue to be
put at the heart of our business.
Unsolicited Communication with Shareholders
While we are not aware of any instances in the last year, we
have in prior years been informed that some Shareholders in ProVen
Growth and Income VCT plc have received unsolicited phone calls, in
which the caller has sought to discuss their shareholdings. We have
previously advised all Shareholders that these calls may be
associated with an attempted fraud, and Shareholders should not
engage with the caller. If you do receive a suspect call, we
strongly suggest that you hang up as soon as possible, and contact
the Investment Manager. The FCA has published useful guidance for
shareholders on how to protect themselves from scams, which you may
wish to read. You can find it online at:
https://www.fca.org.uk/consumers/protect-yourself-scams.
Outlook
While it is disappointing to report a loss for the year under
review, your Board is encouraged by the resilience shown by most
companies within the portfolio. Despite a very challenging
operating environment, most companies in the portfolio have
continued to grow their revenues, and exit activity has shown the
potential of the portfolio to deliver positive returns in spite of
economic headwinds.
At the time of writing there are mixed signals from the economy,
with a recession avoided to date but inflation remaining stubbornly
high and interest rates likely to rise further. Despite this, the
ambitious entrepreneurs in your Company's portfolio continue to
seek out and take advantage of growth opportunities. Your
Investment Manager continues to work closely with and support the
leadership teams at investee companies to help them navigate the
challenges and opportunities of scaling their businesses.
Looking ahead, your Board anticipates that the next twelve
months will continue to be challenging but hopes to see some of the
economic pressures easing. We remain confident that the Company's
large and diverse portfolio will yield solid growth over the
medium-term, and the Investment Manager will continue to identify
attractive new investment opportunities to bring into the
portfolio, enabling the Company to deliver the target returns to
Shareholders.
Marc Vlessing OBE
Chair
Investment Manager's Review
We are pleased to present our annual review for the year ended
28 February 2023. Through a year that was characterised by economic
and geopolitical disruption, the investment rate remained strong
with a total of GBP21.4 million deployed into six new and nine
existing portfolio companies. However, challenging market
conditions led to the write-downs of three significant holdings,
and portfolio valuations overall were tempered by declining market
comparables.
The year also saw a good run of investment realisations, with
aggregate disposal proceeds of GBP30.6 million resulting in
realised gains over cost of GBP14.5 million. Against a backdrop of
economic uncertainty, this demonstrated the strength of the
investment portfolio and the potential for continued returns.
Furthermore, the Company completed two more exits shortly after the
end of the financial year, with the sales of Monica Vinader and
Aistemos completing in March 2023 and returning 11.8x and 1.7x on
cost respectively.
However, despite the profits realised on exits during the year,
three significant losses, namely MYCS, Festicket and Thread,
contributed to a net realised loss for the year of GBP10.9m, and a
total loss of GBP23.8 million.
At 28 February 2023, the Company's venture capital portfolio
comprised 52 investments at a cost of GBP114.8 million and a
valuation of GBP116.2 million, an overall increase of 1.2% on
cost.
Since the year end, the Company has issued 7,144,716 Ordinary
Shares for an aggregate gross consideration of GBP4.0 million under
the combined offer for subscription with ProVen VCT plc which
launched on 19 October 2022. Net proceeds for the Company after
share issue costs were GBP3.8 million. This, coupled with the
previous offer, means the Company remains well capitalised to take
advantage of new investment opportunities and to support existing
portfolio companies where appropriate.
Investment activity
New investments
After a record year for new investments in the previous
financial year, a high volume of deal flow continued in the period,
with a strong pipeline of opportunities translating into GBP14.9
million of investment into six new portfolio companies in the year.
More details on the four largest new investments are given
below.
The largest investment in the period was made in June 2022 in
WiredScore (GBP3.5 million), a company that assesses, certifies and
improves digital connectivity and smart technology in offices and
homes globally.
In December 2022 the Company invested GBP3.3 million into Dash,
a leading brand of sparkling zero-calorie seltzer water infused
with flavours from real fruit.
Two further new investments were made in August 2022 for GBP2.2
million each:
-- Chattermill, a cloud-based customer experience management solution that
helps businesses collect, manage and analyse customer feedback across
chats, emails, app store reviews, surveys, social interactions and other
channels; and
-- Lucky Saint, an award-winning alcohol-free beer company.
Follow-on investments
The Company also continued to support the development and growth
of its existing portfolio companies, providing further funding to
nine companies during the year.
In April 2022, the Company invested GBP1.2 million into
CreativeX as part of a $25m funding round. CreativeX helps
marketers measure their digital content against four indicators of
long-term brand growth: creative quality, brand consistency,
compliance, and representation.
The Company also invested GBP1.0 million in July 2022 into each
of Social Value Portal and Second Nature to support their continued
growth. A further GBP1.0 million was invested into Litta in
December 2022.
Other follow-on investments were made in Lumar (formerly
Deepcrawl) (GBP734,000), MYCS (GBP551,000), Arctic Shores
(GBP459,000), Commonplace (GBP370,000) and Plum Guide
(GBP88,000).
Investment disposals
The Company experienced an increase in exit activity during the
previous financial year and this continued through to 28 February
2023, as detailed below.
In March 2022, there was a partial disposal of the Company's
holding in Zoovu. The Company received proceeds of GBP17.5 million,
a return of 5.1x against the cost of the shares sold. Having
performed well since the initial investment by the Company in
August 2017, Zoovu had been exploring options for additional
fundraising. It agreed on an offer which saw the Company sell 70%
of its holding and roll over its remaining shares. Zoovu also
raised additional primary capital to fund further expansion as part
of the transaction.
In June 2022, the Company disposed of its entire holding in Blis
for proceeds of GBP7.2 million, in a transaction with Lloyds
Development Capital. This resulted in a return against cost of
6.7x.
In November 2022, the Company exited Sealskinz for proceeds of
GBP3.9 million and a return against cost of 1.2x. In January 2023
the Company's full holding in Firefly Learning was sold for initial
proceeds of GBP0.7 million and the potential for further proceeds
in the future.
Unfortunately, MYCS was heavily impacted by adverse market
conditions. Following the Russian invasion of Ukraine there was a
sharp decline in consumer confidence in the company's key markets
and therefore a slowdown in sales. MYCS' lenders also introduced
new caps on the amount they would advance at the end of March 2022.
These two developments led to the company merging with another
private equity-backed business. As part of this transaction, the
Company disposed of its interest in MYCS for a nominal amount, with
potential for some additional proceeds in the future should the
buyer secure a sale for the enlarged group. During the year the
Company also disposed of its holding in Exonar which had been fully
written down in a prior year.
Key developments at existing portfolio companies
The financial year opened with economic turbulence due to the
invasion of Ukraine by Russia, which at the time of writing is
still ongoing. In addition, inflation increased to levels not seen
for decades, with interest rates rising globally in an attempt to
moderate this inflation. The valuations of many quoted technology
stocks have also declined significantly during a period of
correction following the high valuations seen over the last few
years.
These factors have had varying levels of impact across the
portfolio, most notably with significant write-downs in the
valuation of two companies during the period under review, which
combined resulted in GBP7.5 million in realised losses for the
Company.
Festicket, an online platform which packaged festival tickets
together with travel, accommodation and add-ons to provide complete
festival experiences, was badly impacted by the COVID pandemic,
leaving the company with a weakened balance sheet. An erratic
reopening of the festival market in 2021, followed by the failure
of several festivals in 2022, resulted in highly challenging
cash-flow dynamics for Festicket. This led to the company entering
administration during the year.
Thread, a menswear e-commerce site, had been pursuing a high
growth strategy, including an entry into the US market, which had
delivered a significant increase in revenues since the Company's
investment. However, increased risk-aversion among investors led to
Thread being unable to raise further capital to fund its high
growth strategy, which led to the business entering administration
during the year.
These two companies have been recognised as realised losses in
the Company's income statement due to them both entering
administration during the year.
The valuations of Papier, an online personalised stationery
retailer, and Fnatic, an esports organisation, were particularly
affected by declining market comparables, as well as a softening in
trading performance, and together account for an unrealised loss in
the period of GBP10.0 million. The valuation of Zoovu also fell
(decrease of GBP2.5 million) owing to lower market comparables.
Elsewhere in the portfolio, despite the challenges noted above,
most companies showed resilience in trading performance during the
year.
Notable increases in valuation in the year were seen in Asterra
(increase of GBP2.1 million), Cogora (increase of GBP1.5 million)
and Social Value Portal (increase of GBP1.5 million). All increases
were due to robust trading performance outweighing the impact of
weakening market comparables.
Other News & Developments
Portfolio Value-Add Initiative
The Investment Manager's Portfolio Value-Add Initiative, aimed
at supporting companies in overcoming barriers to growth and
harnessing commercial opportunities, has developed further in the
past year. The initiative is led by Harry Thomas, the Manager's
Portfolio Director, with support from Vanessa Evanson-Goddard
(General Counsel), and Henry Philipson (Director of Marketing and
Communications). Together, the team provides both ad-hoc and
structured support on a range of topics from recruitment to
marketing and fundraising.
The Beringea Scale-Up Academy is one of the primary pillars of
the Value-Add Initiative, offering a year-round programme of events
for portfolio leadership teams. In 2022, the Academy delivered ten
webinars to portfolio company senior managers, providing valuable
insight and training on topics such as pricing strategy, accessing
R&D tax credits, and hiring.
The Investment Manager's Portfolio Value-Add Initiative also
offers a range of services to support portfolio companies in their
growth journey. These services include: identifying existing and
potential service providers and negotiating group discounts;
establishing a central database of information and contacts related
to key operational and strategic concerns for companies; hosting
in-person and online events for sharing knowledge and ideas;
building relationships with external stakeholders, including
investors, customers and suppliers; helping to identify potential
acquisition or exit opportunities; and encouraging companies to
consider and adopt ESG initiatives.
Environmental, Social and Governance
The Investment Manager has further expanded its initiatives
focused on driving improved performance across environmental,
social and governance ("ESG") factors.
To evaluate impact and improvement in its internal operations,
the Investment Manager has developed an ESG committee responsible
for assessing and strengthening the firm's approach to
sustainability, diversity and inclusion, and governance. The
Manager has performed particularly strongly in its
diversity-focused initiatives, and it is now certified as a Level 2
firm under the Diversity VC Standard, an industry accreditation for
diversity and inclusion best practice. The Investment Manager is
also a signatory of the Investing in Women Code, submitting annual
data on the diversity of companies in the portfolio and investment
pipeline.
The Investment Manager's ongoing role as Chair of ESG_VC, an
industry initiative that brings together more than 200 leading VC
firms across the UK and Europe, has also provided valuable
opportunities for the firm and the portfolio. As a result of its
pivotal role within ESG_VC, the Investment Manager was shortlisted
among the leading firms for ESG in venture capital at the Real
Deals Awards 2022, and Henry Philipson, Director of Marketing and
Communications, was named among the Future 40 ESG Innovators.
Post year end developments
Between 28 February 2023 and the date of this report, the
Company issued 7,144,716 Ordinary Shares for an aggregate
consideration of GBP4.0 million under the combined offer for
subscription with ProVen VCT plc which launched on 19 October 2022.
Share issue costs thereon amounted to GBP0.2 million.
In March 2023, the Company disposed of its holding in Monica
Vinader for initial proceeds of GBP2.4 million, representing an
11.8x return on cost, with potential for future proceeds. A strong
performer in the Company's portfolio for several years, Monica
Vinader had been exploring funding options and agreed a strategic
sale to Bridgepoint Development Capital IV. After originally
investing in Monica Vinader in 2010, the Company sold 60% of its
holding in February 2016 for proceeds of GBP2.0 million and a
multiple on cost of 5.2x.
The Company also disposed of its holding in Aistemos in March
2023, with proceeds of GBP2.9 million, representing a multiple on
cost of 1.7x.
Outlook
Despite signs that inflation and energy prices are stabilising,
the outlook for the UK economy, and indeed the global economy,
continues to be uncertain. While some economic constraints may
begin to loosen, there are still challenges ahead as evidenced by
the turbulence seen recently in the global banking sector.
Your Company backs young, growing companies, a contingent that
can be particularly affected by an unsettled economic environment.
Conversely though, smaller companies tend to be agile and
innovative, and therefore able to navigate challenges quickly and
effectively, and this has been demonstrated in several portfolio
companies over the year. We continue to work closely with our
portfolio companies to support them through challenges as they
arise. Proceeds from the current and previous offers, as well as
from successful exit activity over the last twelve months, means we
are well placed to provide further investment to the portfolio
where appropriate.
We also continue to look for compelling new investment
opportunities, and we are well placed to take advantage of these
when they arise. Given recent market dynamics, however, we expect
the rate of new investment in the current year to be lower than in
the year to 28(th) February 2023.
Beringea LLP
Investment Manager
Investment activity
Investment activity during the year is summarised as
follows:
Additions
Cost
GBP'000
WS HoldCo, PBC (t/a WiredScore) 3,494
Dash Brands Ltd 3,282
Not Another Beer Co Ltd (t/a Lucky Saint) 2,202
Chattermill Analytics Limited 2,199
Gorillini NV (t/a Gorilla) 1,949
Doctify Limited 1,778
Picasso Labs, Inc. (t/a CreativeX) 1,185
Second Nature Healthy Habits Ltd 1,042
Social Value Portal Ltd 1,042
Litta App Limited 990
DeepCrawl Holding Company, Inc. (t/a Lumar) 734
Mycs GmbH 551
Arctic Shores Limited 459
Commonplace Digital Limited 370
Plu&m Limited (t/a Plum Guide) 88
Total 21,365
--------
The total cost of additions in the year of GBP21,365,000 as
shown above is lower than the 'Purchase of investments' cashflow
figure of GBP21,359,000 as recorded in the Statement of Cash Flows
due to GBP6,000 of legal costs associated with the purchase of an
investment which were recognised in the previous year but paid in
the year under review.
Disposals
Disposal
Cost Market value at 01/03/22 proceeds Realised gain/ (loss) against cost Realised gain/ (loss) during the year
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Zoovu Limited (t/a
SmartAssistant) 3,449 17,471 17,464 14,015 (7)
Blis Global Ltd 1,083 6,138 7,246 6,163 1,108
Firefly Learning
Limited 857 959 737 (120) (222)
Sealskinz Holdings
Limited 3,116 3,116 3,882 766 766
Lupa Foods Limited 357 464 464 107 -
Rapid Charge Grid
Limited 220 220 220 - -
Contact Engine - - 41 41 41
Netcall plc 324 335 279 (45) (56)
InSkin - - 119 119 119
Response Tap - - 78 78 78
D30 - - 34 34 34
Exonar Limited 1,602 - - (1,602) -
Mycs GmbH 5,038 6,001 (2) (5,040) (6,003)
Total 16,046 34,704 30,562 14,516 (4,142)
--------- ------------------------- --------- ----------------------------------- -------------------------------------
Of the disposals above, ContactEngine Limited, Response Tap
Limited, InSkin Media Limited and D30 Holdings Limited were
realised in prior periods, but deferred proceeds were recognised in
the current period in excess of the amounts previously accrued.
The disposal proceeds above for Blis Global Ltd and Firefly
Learning Limited include amounts of deferred proceeds which have
been recognised in these accounts but have not yet been
received.
Total disposal proceeds of GBP30,562,000 as shown above is
higher than the 'Sale of investments' cashflow figure of
GBP30,468,000 as recorded in the Statement of Cash Flows. The
difference arises due to a deferred proceeds debtor of
GBP632,000 held at the year end, partly offset by a loan
repayment debtor of GBP538,000 at the previous year end which was
received in the year under review.
Investment Portfolio
As at 28 February 2023
The following investments were held at 28 February 2023:
Valuation % of
portfolio by
Cost Valuation movement in year value
GBP'000 GBP'000 GBP'000
Venture capital
investments (by
value)
Picasso Labs, Inc.
(t/a CreativeX) 4,546 10,794 (1,336) 6.7%
Luxury Promise
Limited 6,020 8,268 (1,477) 5.1%
Social Value Portal
Ltd 2,542 5,012 1,454 3.1%
Been There Done That
Global Limited 3,149 4,825 1,190 3.0%
Papier Ltd 4,703 4,703 (5,524) 2.9%
DeepCrawl Holding
Company, Inc. (t/a
Lumar) 4,033 4,600 241 2.9%
MPB Group Limited 1,194 4,561 339 2.8%
Utilis Israel Ltd
(t/a Asterra) 2,144 4,384 2,136 2.7%
Infinity Reliance
Limited (t/a My 1st
Years) 2,769 3,974 (645) 2.5%
Second Nature Healthy
Habits Ltd 3,842 3,842 (179) 2.4%
WS HoldCo, PBC (t/a
WiredScore) 3,494 3,627 133 2.2%
Dash Brands Ltd 3,282 3,282 - 2.0%
Arctic Shores Limited 2,909 3,026 117 1.9%
Aistemos Limited 1,681 2,852 1,173 1.8%
Litchfield Media
Limited* 1,420 2,737 1,118 1.7%
Monica Vinader
Limited** 204 2,687 (349) 1.7%
Lupa Foods Limited 646 2,597 1,058 1.6%
Zoovu Limited (t/a
SmartAssistant) 847 2,579 (2,462) 1.6%
Commonplace Digital
Limited 1,870 2,573 185 1.6%
Sannpa Limited (t/a
Fnatic) 6,718 2,376 (4,518) 1.5%
YardLink Ltd 2,319 2,319 - 1.4%
Dealroom.co B.V. 2,012 2,255 287 1.4%
EMS Operations Ltd
(t/a Archdesk) 2,234 2,234 - 1.4%
Not Another Beer Co
Ltd (t/a Lucky
Saint) 2,202 2,202 - 1.4%
Chattermill Analytics
Limited 2,199 2,199 - 1.4%
Litta App Limited 2,053 2,052 (1) 1.3%
Gorillini NV (t/a
Gorilla) 1,949 1,958 9 1.2%
Access Systems, Inc. 1,783 1,935 (66) 1.2%
Cogora Group
Limited** 1,320 1,851 1,539 1.1%
Doctify Limited 1,778 1,778 - 1.1%
Stylescape Limited
(t/a EDITED) 1,500 1,734 (158) 1.1%
DeepStream
Technologies
Limited 2,744 1,638 (1,106) 1.0%
Enternships Limited
(t/a Learnerbly) 1,575 1,575 - 1.0%
CG Hero Ltd 1,249 1,249 - 0.8%
Moonshot CVE Ltd 1,112 1,178 (96) 0.7%
Plu&m Limited (t/a
Plum Guide) 2,851 1,148 (1,702) 0.7%
Andcrafted Ltd (t/a
Plank Hardware) 1,087 1,087 - 0.7%
Rapid Charge Grid
Limited* 933 799 23 0.5%
Disposable Cubicle
Curtains Limited
(t/a Hygenica)** 3,561 529 (10) 0.3%
Simplestream 690 465 (310) 0.3%
--------------------- ------- --------- ---------------- -----------------
95,164 115,484 (8,937) 71.7%
Other venture capital
investments 19,623 679 (6,973) 0.4%
Total venture capital
investments 114,787 116,163 72.1%
Cash at bank and in
hand 45,058 27.9%
--------- -----------------
Total Investments 161,221 100.0%
--------- -----------------
Valuation movement in the year excludes the cost of investments
made in the year. Other venture capital investments at 28 February
2023 comprise:
Buckingham Gate Financial Services Limited, , Dryden Holdings
Limited*, Festicket Ltd, Honeycomb.TV Limited*, InContext Solutions
Limited, Lantum Limited, Poq Studio Ltd, Thread, Inc., Senselogix
Limited, Skills Matter Limited**, Vigilant Applications Limited*
and Whistle Sports, Inc.
* Non-qualifying investment
** Partially non-qualifying investment
Investee company 100% owned by the Company but not consolidated
as held exclusively for resale as part of an investment
portfolio.
All venture capital investments are unquoted.
All venture capital investments are registered in England and
Wales except for Access Systems, Inc., DeepCrawl Holding Company,
Inc. (t/a Lumar), InContext Solutions, Inc., Picasso Labs, Inc.
(t/a CreativeX), Thread, Inc., Whistle Sports, Inc., WS HoldCo, PBC
(t/a WiredScore) which are Delaware registered corporations in the
United States of America, Utilis Israel Limited (t/a Asterra),
which is registered in Israel, Dealroom.co B.V., which is
registered in the Netherlands and Gorillini NV (t/a Gorilla), which
is registered in Belgium.
Strategic Report
The Directors present the Strategic Report for the year ended 28
February 2023. The Board prepared the Annual Report & Accounts
in accordance with the Companies Act 2006 (Strategic Report and
Directors' Reports) Regulations 2013.
Principal objectives and strategy
The Company's investment objective is to achieve long-term
returns greater than those available from investing in a portfolio
of quoted companies, by investing in:
-- a portfolio of carefully selected qualifying investments in small and
medium sized unquoted companies with excellent growth prospects; and
-- a portfolio of non-qualifying investments permitted for liquidity
management purposes,
within the conditions imposed on all VCTs, and to minimise the
risk of each investment and the portfolio as a whole.
The Company has been approved by HM Revenue and Customs ("HMRC")
as a Venture Capital Trust in accordance with Part 6 of the Income
Tax Act 2007 and, in the opinion of the Directors, the Company has
conducted its a airs so as to enable it to continue to maintain
approval. Approval for the year ended 28 February 2023 is subject
to review should there be any subsequent enquiry under corporation
tax self-assessment.
The Directors consider that the Company was not, at any time, up
to the date of the Annual Report & Accounts, a close company
for the purpose of the Income Tax Act 2007.
Business model
The business acts as an investment company, investing in a
portfolio of carefully selected smaller companies. The Company
operates as a Venture Capital Trust to ensure that its Shareholders
can bene t from tax reliefs available and has outsourced the
portfolio management and administration duties.
Business review and developments
The Company began the year with GBP145.4 million of venture
capital investments and ended with GBP116.2 million spread over a
portfolio of 52 companies. Of these companies, 49 investments with
a value of GBP112.9 million were VCT qualifying (or part
qualifying).
The loss on ordinary activities after taxation for the year was
GBP23.8 million, comprising a revenue loss of GBP1.2 million and a
capital loss of GBP22.6 million. The Ongoing Charges ratio (which
is calculated in line with the AIC methodology as recurring
operational expenses excluding performance fees, trail commission
and recoverable VAT divided by the Company's average net assets in
the period) is an Alternative Performance Measure used by the Board
to monitor expenses. Recurring operational expenses for the year
ended 28 February 2023, excluding trail commission of GBP180,000,
were GBP4,011,000, and the average net assets over the year were
GBP168,944,000. Therefore, the Ongoing Charges ratio in respect of
the year ended 28 February 2023 was 2.4% (2022: 2.4%) and was
within the Company's cap of 3.6%.
The Company's business review and developments during the year
are reviewed further within the Chair's Statement, Investment
Manager's Review and Review of Investments.
Investment policy
The Company's investment policy covers several areas as
follows:
Qualifying investments
The Company seeks to make investments in VCT-qualifying
companies with the following characteristics:
-- a strong, balanced and well-motivated management team with a proven track
record of achievement;
-- a defensible market position;
-- good growth potential;
-- an attractive entry price for the Company; and
-- a clearly identified route for a profitable realisation within a three to
four year period.
The Company invests in companies at various stages of
development, including those requiring capital for expansion, but
not in start-ups or in management buy-outs or businesses seeking to
use funding to acquire other businesses. Investments are spread
across a range of different sectors.
Other investments
Funds not invested in qualifying investments may be invested in
non-qualifying investments permitted for liquidity management
purposes, which include cash, alternative investment funds ("AIFs")
and UCITS which may be redeemed on no more than 7 days' notice, or
ordinary shares or securities in a company that are acquired on a
regulated market.
Borrowings
It is not the Company's intention to have any borrowings. The
Company, does, however, have the ability to borrow a maximum amount
equal to the nominal capital of the Company and its distributable
and non-distributable reserves which, at 28 February 2023, was
equal to GBP161.1 million (2022: GBP169.6 million). There are no
plans for the Company to borrow at the current time.
Maximum exposures
No investment will constitute more than 15% of the Company's
portfolio by value at the time of investment.
Listing Rules
In accordance with the Listing Rules:
(i) the Company may not invest more than 10%, in aggregate, of the value of the total assets of the Company at the time an investment is made in other listed closed-ended investment funds except listed closed-ended investment funds which have published investment policies which permit them to invest no more than 15% of their total assets in other listed closed-ended investment funds;
(ii) the Company must not conduct any trading activity which is significant in the context of the Company; and
(iii) the Company must, at all times, invest and manage its assets in a way which is consistent with its objective of spreading investment risk and in accordance with its published investment policy set out in this document. This investment policy is in line with Chapter 15 of the Listing Rules and Part 6 Income Tax Act 2007.
Venture capital trust regulations
The Company has engaged Philip Hare & Associates LLP to
advise it on compliance with VCT requirements, including evaluation
of investment opportunities as appropriate and regular review of
the portfolio. Although Philip Hare & Associates LLP works
closely with the Investment Manager, they report directly to the
Board.
Compliance with the main VCT regulations as at 28 February 2023
and for the year then ended is summarised as follows:
(i) the Company holds at least 80 per cent. of its Complied
investments in qualifying companies (as defined by
Part 6 of the Income Tax Act 2007);
(ii) at least 70 per cent. in the case of funds raised Complied
after 5 April 2011 of the Company's qualifying investments
(by value) are held in "eligible shares" ("eligible
shares" generally being ordinary share capital);
(iii) the Company's ordinary share capital has throughout Complied
the period been listed on a regulated European market;
(iv) no investment in a company constitutes more than Complied
15 per cent. of the Company's portfolio (by value
at time of investment);
(v) the Company's income for each financial year is Complied
derived wholly or mainly from shares and securities;
(vi) the Company distributes sufficient revenue dividends Complied
to ensure that not more than 15 per cent. of the income
from shares and securities in any one year is retained;
(vii) the Company has not made a prohibited payment Complied
to Shareholders derived from an issue of shares since
6 April 2014;
(viii) no investment made by the Company causes an Complied
investee company to receive more than the permitted
investment from State Aid sources (including from
VCTs);
(ix) since 18 November 2015, the Company has not made Complied
an investment in a company which exceeds the maximum
permitted age requirement;
(x) the funds invested by the Company in another company Complied
since 18 November 2015 have not been used to make
a prohibited acquisition;
(xi) since 6 April 2016, the Company has not made Complied
a prohibited non-qualifying investment; and Complied
(xii) of funds raised on or after 1 March 2019, at
least 30% has been invested in qualifying holdings
by the anniversary of the end of the accounting period
in which the shares were issued.
Investment management and administration fees
Beringea provides investment management services to the Company
for an annual fee of 2.0% of the net assets per annum. Beringea is
also entitled to receive performance incentive fees as described
below. The investment management agreement is terminable by either
party at any time by one year's prior written notice. The total
fees relating to this service amounted to GBP3,444,000 (2022:
GBP5,386,000), comprising a management fee of GBP3,444,000 (2022:
GBP3,256,000) and performance incentive fees as described below of
GBPnil (2022: GBP2,130,000). At the year end, an amount of GBPnil
(2022: GBP2,130,000) was outstanding.
The Board is satisfied with Beringea's approach and procedures
in providing investment management services to the Company. The
Directors have therefore concluded that the continuing appointment
of Beringea as Investment Manager remains in the best interests of
Shareholders.
Throughout the year ended 28 February 2023, Beringea also
provided administration services to the Company. In the year, total
administration fees amounted to GBP63,000 (2022: GBP58,000).
The annual running costs (excluding any performance fees
payable) of the Company are subject to a cap of 3.6% of the
Company's net assets at the end of the year. Any running costs in
excess of this are borne by Beringea.
Beringea also received arrangement fees in respect of
investments made by the Company and other VCTs managed by Beringea
totalling GBP305,000 (2022: GBP348,000) and director and monitoring
fees of GBP501,000 (2022: GBP605,000) during the year ended 28
February 2023. These fees are payable by the investee companies
into which the Company invests and are not a direct liability or
expense of the Company.
Performance incentive fees
The Investment Manager is entitled to receive an annual
performance incentive fee in respect of the shares in issue at 29
February 2012 (the "Original Offer") and each share offer made by
the Company since the Original Offer (each being a "Relevant
Offer"), if the Performance Value of the Relevant Offer achieves a
Hurdle Amount.
The "Performance Value" is calculated on an annual basis based
on the latest annual audited NAV, plus cumulative dividends and any
previous performance fees paid in respect of the Relevant Offer
since 29 February 2012.
The "Hurdle Amount" is represented by the higher of: (i) 1.25
times the initial share offer NAV; and (ii) the initial share offer
NAV compounded by the annual Bank of England base rate plus 1%.
Please note the hurdle amount for the Original Offer is calculated
differently but based on similar principles.
For each Relevant Offer, if the Hurdle Amount is not met, no
performance incentive fee will be payable. Once the Hurdle Amount
has been met, the performance incentive fee payable in relation to
a financial year is 20% of the amount by which the Performance
Value exceeds the initial NAV of the Relevant Offer, less any
performance fees paid previously.
Performance fees will be reduced, if necessary, to ensure that
i) the cumulative performance fee per share payable to the
Investment Manager in respect of a Relevant Offer does not exceed
20% of the relevant cumulative dividends paid in respect of that
share; ii) the cumulative performance fee per share payable to the
Investment Manager in respect of a Relevant Offer does not exceed
50% of the amount by which the Relevant Offer Performance Value
exceeds the Relevant Offer Hurdle; and iii) the audited net asset
value per share at the relevant financial year end plus the
relevant cumulative dividends is at least equal to the relevant
respective Hurdle Amount.
Performance fees for the year ended 28 February 2023 amounted to
GBPnil (2021: GBP2,130,000).
Key performance indicators
At each Board meeting, the Directors consider a number of
performance measures to assess the Company's success in meeting its
objective of delivering long term returns. Some of these are
classified as alternative performance measures ("APMs") in line
with Financial Reporting Council ("FRC") guidance. The Board
believes the Company's key performance indicators are:
-- total return (net asset value plus dividends paid since
launch)*;
-- dividends paid and the dividend yield;
-- change in net asset value per share (adjusted for dividends
paid in the year)*;
-- ongoing charges ratio*; and
-- VCT compliance.
*Classified as an APM.
The total return is calculated by the net asset value per share
plus the cumulative dividends paid to date. This is a performance
measure of the fund and used to evaluate the total value generated
for Shareholders.
The following table shows the total return, annual return shown
as the movement in net asset value per share, dividends paid in
respect of each year and the dividend yield.
28/02/2019 29/02/2020 28/02/2021 28/02/2022 28/02/2023
Total return 129.3 123.0 129.2 138.0 129.6
Change in net asset value per share (adjusted for
dividends paid in the year) (1)
Opening NAV per share (p) 72.1 68.4 58.6 61.5 67.3
Closing NAV per share (p) 68.4 58.6 61.5 67.3 54.2
(Decrease)/increase in NAV per share (p) (3.7) (9.8) 2.9 5.8 (13.1)
Dividends paid per share in the year (p) 6.5 3.5 3.3 3.0 4.75
Increase/(decrease) in NAV per share (adjusted for
dividends paid in the year) (p) 2.8 (6.3) 6.2 8.8 (8.35)
Increase/(decrease) in NAV per share (adjusted for
dividends paid in the year) (%) 3.9% (9.2)% 10.6% 14.3% (12.4)%
Dividends
Opening NAV per share (p) 72.1 68.4 58.6 61.5 67.3
Less: final/special dividend(s) paid per share in
relation to prior year (p) 2.5 2.0 1.75 1.5 3.25
Adjusted opening NAV per share (p) 69.6 66.4 56.85 60.0 64.05
Dividends paid and payable in respect of year(p)
Dividends paid per share 6.5 3.25 3.0 4.75 3.25
Dividend yield(2) 9.3% 4.9% 5.3% 7.9% 5.1%
(1) Calculated as the change in total return in the year divided
by the opening net asset value.
(2) Calculated as the total dividends paid in respect of the
financial year divided by the opening net asset value, adjusted for
the final dividend paid in respect of the previous year.
The change in net asset value per share (adjusted for dividends
paid in the year) is defined as an APM and the Board considers it
to be the primary measure of shareholder value.
Risk and risk management
The Board carries out a regular review of the risk environment
in which the Company operates, and reviews the mitigating controls
and actions applicable to those risks. In the period the most
noticeable change to the risks faced by the Company have been as a
result of the economic turbulence due to the invasion of Ukraine by
Russia and rising interest rates and inflation globally. The full
impacts of these risks are likely to continue to be uncertain for
some time.
Emerging risks
The Board also discusses emerging risks as they arise and puts
in place appropriate procedures to monitor and, where possible,
mitigate the effects of these emerging risks on the Company and the
portfolio. The following are some of the potential emerging risks
the Investment Manager and the Board are currently monitoring:
-- adverse changes in global macroeconomic environment; and
-- geo-political instability.
Principal risks
Risk Mitigation Change during period
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
Investment risk The Directors place reliance on the Investment Manager's Increased due to the economic and geopolitical disruption
By nature, companies that qualify for venture capital experience and expertise in adding new companies to referred to above.
trust purposes have a higher level of risk than larger the portfolio. The Investment Manager has a rigorous
quoted companies and poor performance could reduce and robust formal process in selecting new companies
returns for Shareholders through downward valuations. which includes financial and legal due diligence and
review by an Investment Committee made up of senior
investors, whilst also
drawing on the expertise of the Directors. In addition,
a member of the Manager's team is usually appointed
to the board of each portfolio company on investment.
The Board reviews the investment portfolio and its
performance at least on a quarterly basis.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
VCT qualifying status VCT qualification monitoring reports are prepared No change
A breach of the VCT rules and loss of approval as by the Administration Manager and approved by the
a VCT could lead to Shareholders losing tax benefits Board on a quarterly basis. On a bi-annual basis,
associated with VCT investments. the Company's VCT status adviser reports to the Audit
Committee in relation to compliance with the VCT legislation.
The report for the year ended 28 February
2023 showed compliance with all aspects of the VCT
regulations. The Investment Manager regularly liaises
with the Company's VCT status adviser in relation
to VCT qualification on individual investments and
addresses any recommended actions to ensure compliance.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
Valuation The unquoted investment valuations are prepared by Increased due to the economic and geopolitical disruption
The companies within the portfolio are valued in accordance the Investment Manager and agreed by the Board on referred to above.
with the International Private Equity and Venture a quarterly basis although new valuations may be
Capital (IPEV) guidelines but establishing fair value prepared and agreed as required in the event of a
can be difficult and is reliant on the accuracy and material movement in the valuations. On an annual
completeness of information provided. basis, at the year end, the Company's Auditor, BDO
LLP, reports to, and discusses with, the Audit Committee
their findings and any concerns arising from their
review of the investment valuations.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
Legislative and Regulatory The Investment Manager ensures that it hires suitably No change
The Company operates in a complex regulatory environment, qualified members of staff who are experienced with
failure to comply could lead to suspension from the regulatory requirements and relevant accounting standards
Stock Exchange, penalties and damage to the Company's and the Investment Manager and the Company Secretary
reputation. A change in VCT regulation could also have procedures in place to ensure recurring Listing
restrict the ability for the Company to invest. Rules requirements are met. Legislative and regulatory
developments are also kept under review with the Company's
solicitor and specialist compliance consultants. The
Investment
Manager is also a member of the Venture Capital Trust
Association which engages with the Government to help
shape future legislation.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
Economic The Board and Investment Manager continuously assess Increased due to the high levels of inflation, rising
Economic changes such as the war in Ukraine, higher the resilience of the portfolio, and ongoing discussions interest rates and the geopolitical risks from the
interest rates, economic and planning are held with the portfolio companies invasion of Ukraine.
recession, social upheaval from events such as COVID to provide assistance and support, particularly during
and Brexit and change in Government could affect trading periods of economic uncertainly. The Company has a
conditions for smaller companies and consequently clear investment policy and a diversified portfolio
the value of the Company's qualifying investments. operating in a range of sectors which helps to mitigate
against sector specific impacts. Additionally, ensuring
adequate liquidity to cope with unexpected pressures
on the finances of the portfolio and allow the Company
to make follow-on investments where suitable is an
important part of the risk mitigation in times of
economic uncertainty.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
Operational The Investment Manager has a documented business continuity No change
The Company is reliant on a number of third parties, plan, which provides for back-up services in the event
in particular the Investment Manager, for management of a system breakdown. The Investment Manager's systems
and administration services. Failure of the operational are protected against viruses and other cyber-attacks
systems and controls of third parties could result and appropriate insurances are maintained. The Board
in an inability to provide accurate reporting and reviews the performance of all service providers at
monitoring. least annually and the Investment Manager conducts
due diligence on all new service providers to ensure
that third parties have adequate operational systems
in place.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
Cyber security & IT The Investment Manager has significant cybersecurity No change
Outsourcing and the increase in remote working could controls, including two factor authentication, email
give rise to cyber and data security risk. Failure protection software, monitored firewalls and staff
in key IT systems and controls might lead to business regularly receive training in relation to their cybersecurity
interruption, loss of data or loss of access to systems. obligations. Due diligence is conducted on service
providers including a review of controls, to reduce
the risk of business interruption due to insufficient
cyber security controls of third parties. The Investment
Manager has a robust cyber insurance to ensure that
financial liabilities are mitigated in the event of
a cyber-attack.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
ESG The Investment Manager has further expanded its initiatives No change
Failure to comply with current and future requirements focused on driving improved performance across environmental,
and recommended practices could result in reduced social and governance ("ESG") factors, both internally
investor attraction which may affect the level of and across the portfolio. To evaluate impact and improvement
capital the Company has available to meet its investment in its internal operations, the Investment Manager
objectives. has developed an ESG committee responsible for assessing
and strengthening the firm's approach to sustainability,
diversity and inclusion, and governance.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
Foreign exchange The Investment Manager and the Board regularly review No change
The Company has made a number of its initial investments the exposure to foreign currency movement to make
in a foreign currency; most often in Euros or US Dollars. sure the level of risk is appropriately managed.
Furthermore, some Investments are primarily made in GBP, EUR and USD
companies may function, in part, in a currency other so exposure is limited to a small number of currencies.
than GBP. The portfolio is therefore exposed, to some On realisation of investments held in foreign currencies,
extent, to foreign exchange risk and specifically cash is translated to GBP shortly after receiving
that of transaction risk and translation risk. the proceeds to limit the amount of time exposed to
foreign currency fluctuations.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
Liquidity The Company's liquidity risk is managed by the Investment No change
The Company invests into smaller unquoted companies, Manager in line with guidance agreed with the Board
which are inherently illiquid as there is no readily and is reviewed by the Board at regular intervals.
available market for these shares. Therefore, these The Company always holds sufficient levels of funds
may be difficult to realise for their fair market as cash in order to meet expenses and other cash outflows
value at short notice. as required. For these reasons, the Board believes
that the Company's exposure to liquidity risk is minimal.
------------------------------------------------------------ -------------------------------------------------------------- ---------------------------------------------------------
Going concern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has adequate
resources to continue in operational existence for the twelve
months from the date of sign off of these financial statements. In
its assessment of the Company's activities as a going concern, the
Board has reviewed the risks to future performance and considered
the potential impacts of those on the Company's future ability to
continue as a going concern. The Company's cash resources are
currently healthy, and the portfolio of investments is diverse and
not reliant on any one sector. All significant cash outflows,
including dividends, share buybacks and investments, are all within
the Company's control. Therefore, the Board expects that the
Company has sufficient cash resources to withstand any reasonable
stress scenario, for example if the Company was unable to raise
further funds, and believes that it is appropriate to continue to
adopt the going concern basis of accounting in preparing these
financial statements.
Viability statement
The Board has assessed the Company's prospects over the
three-year period to 28 February 2026. A three-year period has been
considered appropriate as it broadly aligns with the time frame
during which the Investment Manager will be required to invest 80%
of the funds from the most recent offer for subscription in
qualifying investments.
In order to support this statement, the Board has carried out a
robust assessment of the principal and emerging risks faced by the
Company, as detailed above, including those risks associated with
the current economic landscape and the war in Ukraine, and
considered the availability of mitigating factors.
The Board considers that the primary risk faced by the Company
is compliance with the VCT rules and although there are a number of
mitigating factors such as a robust deal identification and
diligence process, an experienced investment team and consultation
with the Company's VCT status advisers to ensure that investments
made comply with the VCT rules, these factors cannot mitigate the
risk that insufficient qualifying investments are identified to
ensure ongoing compliance with the VCT rules.
Accordingly, the amount required to invest in qualifying
holdings to maintain compliance with the VCT rules was a major
consideration in the Board's analysis. Together with the expected
liabilities of the Company for the three years to 28 February 2026,
the Board considered the forecast cash requirements against the
expected cash position, taking into account a level of assumed
investment realisations and investment income during the period.
The Board has also considered stress scenarios whereby no proceeds
upon the realisation of investments are received and no further
funds are raised.
Based on the assessment of the above considerations on the cash
flow forecasts and stress scenarios, the Board has determined that
the Company will be able to continue in operation, maintain
compliance with the VCT rules and meet its liabilities as they fall
due for the three years to 28 February 2026.
Section 172 Statement
Section 172 of the Companies Act 2006 requires the Directors of
the Company to act in a way that they consider, in good faith, will
most likely promote the success of the Company for the bene t of
the members as a whole. In doing so, the Directors should have
regard (amongst other matters) to:
-- the likely consequences of any decision in the long term;
-- the interests of the Company's employees;
-- the need to foster the Company's business relationships with suppliers, customers and others;
-- the impact of the Company's operations on the community and the environment;
-- the desirability of the Company maintaining a reputation for high standards of business conduct; and
-- the need to act fairly as between members of the Company.
The Board considers its signi cant stakeholder groups to be its
Shareholders, its suppliers (including the Investment Manager to
whom most executive functions are delegated) and its portfolio
companies. The Company is an externally managed investment company
with no employees and no customers in the traditional sense and,
therefore, there is nothing to report in relation to these
relationships. The Company takes a number of steps to understand
the views of its key stakeholders and considers these, along with
the matters set out above, in Board discussions and decision
making.
Shareholders
The Company's Shareholders are key to the success of the Company
and the Board engages and communicates with
Shareholders by various means. The Company encourages all
Shareholders to attend its annual shareholder event, which last
year was held as a hybrid event on 16 November 2022 and attended by
approximately 200 Shareholders and which gives Shareholders the
opportunity to ask questions of the Board and the Investment
Manager and hear from some of the Company's portfolio companies.
Following the success of last year's event and our previous virtual
events, plans are in motion for a virtual event in 2023, allowing
the maximum number of Shareholders to attend. The event has been
scheduled for 10.30am to 12.30pm on Thursday, 16 November 2023.
The Board also encourages all Shareholders to attend and vote on
the resolutions proposed at the Annual General Meeting, which this
year will be held at 10:30am on Wednesday 12 July 2023 at the
offices of Beringea LLP, at Charter House, 55 Drury Lane, London
WC2B 5SQ. We are pleased to report that this year the Company will
also offer Shareholders the option to follow proceedings of the
meeting online. Please note that Shareholders will not be able to
vote or ask questions at the AGM when joining remotely and
therefore Shareholders are encouraged to vote electronically before
the deadline of 10:30am on 10 July 2023.
As a result of the shareholder event, together with other
communications with Shareholders and advisors, the Company has
received useful feedback which allows the Board to understand the
nature of stakeholder concerns better. The Board works very closely
with the Investment Manager in reviewing how Shareholder issues are
handled, ensuring good governance and responsibility in managing
the Company's affairs. Ultimately, the Directors' decisions are
intended to achieve the Company's principal objective of long term
returns for Shareholders greater than those available from
investing in a portfolio of quoted companies.
The Board recognises the value of the buyback scheme and
approves the level of buyback authority on a quarterly basis within
the maximum authority provided by the Shareholders annually at the
AGM. The buyback policy has been offered to Shareholders throughout
the period under review, providing Shareholders with liquidity
should they wish to sell their shares.
The Board also understands the importance of tax free dividends
to Shareholders and takes this into consideration when making the
decision to pay dividends to Shareholders. During the period under
review, the Company paid an interim dividend in respect of the year
ended 28 February 2023 of 1. 5p per share on 2 December 2022 and is
proposing a final dividend for the year ended 28 February 2023 of
1.75p per share to be paid on 4 August 2023 to Shareholders on the
register on 7 July 2023. The total tax-free dividends of 3.25p per
share for the year ended 28 February 2023 represents a cash return
to Shareholders of 5.1% on the opening NAV per share at 1 March
2022 (after deducting the prior year's final and special dividends
of 3.25p per share in total). This cash return is in line with the
target dividend yield of 5% per annum which, although not
guaranteed, when achieved can provide predictable income returns
and create value for Shareholders. The Board is not proposing a
special dividend for the year ended 28 February 2023, principally
due to the level of realised losses during the year.
Suppliers
The Company's suppliers, and in particular Beringea as
Investment Manager, are the cornerstone of the Company's business.
There is regular contact with the Investment Manager and members of
the Investment Manager's senior management team attend all of the
Company's Board meetings.
Portfolio Companies
The Investment Manager provides updates to the Board on the
entire portfolio at least quarterly. Furthermore, the Investment
Manager continuously supports the portfolio via a host of
practices, including, but not limited to, having a representative
of the Investment Manager on the boards of most of our material
portfolio companies. The Investment Manager's Portfolio Value-Add
Initiative has developed further in the past year, supporting
companies in overcoming barriers to growth and harnessing
commercial opportunities. The initiative is led by Harry Thomas,
the firm's Portfolio Director, with support from Vanessa
Evanson-Goddard (General Counsel), and Henry Philipson (Director of
Marketing and Communications). Together, the team provides both
ad-hoc and structured support on a range of topics from recruitment
to marketing and fundraising.
The Beringea Scale-Up Academy is one of the primary pillars of
the Value-Add Initiative, offering a year-round programme of events
for portfolio leadership teams. In 2022, the Academy delivered ten
webinars to portfolio company senior managers, providing valuable
insight and training on topics such as pricing strategy, accessing
R&D tax credits, and hiring.
The Investment Manager's Portfolio Value-Add Initiative also
offers a range of services to support portfolio companies in their
growth journey. These services include: identifying existing and
potential service providers and negotiating group discounts;
establishing a central database of information and contacts related
to key operational and strategic concerns for companies; hosting
in-person and online events for sharing knowledge and ideas;
building relationships with external stakeholders, including
investors, customers and suppliers; helping to identify potential
acquisition or exit opportunities; and encouraging companies to
consider and adopt ESG initiatives.
Environmental, Social, Human Rights Policy and Greenhouse
Emissions
The Board seeks to conduct the Company's affairs responsibly and
maintain high standards in respect of ethical, environmental,
governance and social issues. The Board recognises the requirement
under section 414C of the Companies Act 2006 to detail information
about social and community issues, employees and human rights;
including any policies it has in relation to these matters and
effectiveness of these policies.
As an externally managed investment company with no employees,
the Company has no formal policies in these matters. However, the
Company and the Investment Manager recognise the need for the
Company and the businesses within its portfolio to embrace
environmental, social and governance ("ESG") practices. The
Investment Manager has played a pivotal role in the creation of
ESG_VC and its development of a standardised framework for
evaluating ESG within early-stage companies, which has been
endorsed by the British Private Equity and Venture Capital
Association (BVCA). Completing the ESG_VC Measurement Framework is
now part of the annual reporting requested from members of the
ProVen VCTs' portfolio, it is used as part of the onboarding of new
investments, and it is used to inform resources and events for the
portfolio.
The Investment Manager's ongoing role as Chair of ESG_VC, which
now brings together more than 200 leading VC firms across the UK
and Europe, has also provided valuable opportunities for the firm
and the portfolio. As a result of its role within ESG_VC, the
Investment Manager was shortlisted among the leading firms for ESG
in venture capital at the Real Deals Awards 2022, and Henry
Philipson, Director of Marketing and Communications, was named
among the Future 40 ESG Innovators.
To evaluate impact and improvement in its internal operations,
the Investment Manager has an ESG committee responsible for
assessing and strengthening the firm's approach to sustainability,
diversity and inclusion, and governance. The firm has performed
particularly strongly in its diversity-focused initiatives, and it
is now certified as a Level 2 firm under the Diversity VC Standard,
an industry accreditation for diversity and inclusion best
practice. The Investment Manager is also a signatory of the
Investing in Women Code, submitting annual data on the diversity of
companies in the portfolio and investment pipeline.
On a general note, the Board considers that the Company's
investment operations create employment, aid economic growth,
generate tax revenues and produce wealth, thus benefiting the
community and the economy more generally. Where appropriate, the
investment proposals considered by the Investment Manager and the
Board also include any relevant information on any social,
employee, ethical or environmental matters relevant to that
investment.
Whilst as a UK quoted company the VCT is required to report on
its Greenhouse Gas (GHG) Emissions for any direct emissions, as it
outsources all of its activities and does not have any physical
assets, property, employees or operations, it is not responsible
for any direct emissions. As a result, total energy emissions are
less than 40,000 kWh and the additional Streamlined Energy and
Carbon Reporting (SECR) disclosures have not been made.
Directors and senior management
The Company had four non-executive Directors at the year end,
two of whom are male and two of whom are female. The Company has no
employees and the same was true of the previous year.
Directors' remuneration
It is a requirement under Companies Act 2006 for Shareholders to
approve the Directors' remuneration policy every three years, or
sooner if the Company wishes to make changes to the policy. No
changes are being proposed to the Directors' remuneration policy.
The Directors' remuneration policy that was approved at the AGM of
the Company on 14 July 2021 received the following votes at that
AGM:
Voting Votes received Percentage
------------------------ -------------- ----------
Votes for 8,719,931 90.07%
------------------------ -------------- ----------
Votes for -- discretion 488,989 5.05%
------------------------ -------------- ----------
Votes against 472,666 4.88%
------------------------ -------------- ----------
Votes received 9,681,586 100.00%
------------------------ -------------- ----------
Votes withheld 293,992
------------------------ -------------- ----------
Future prospects
The Company's future prospects are set out in the Chair's
Statement and Investment Manager's Review.
The Directors do not foresee any major changes in the activity
undertaken by the Company in the coming year. The Company continues
with its objective to invest in unquoted companies throughout the
United Kingdom or with a presence in the United Kingdom, with a
view to providing both capital growth and dividend income to
Shareholders over the long term whilst maintaining VCT qualifying
status. As noted in the Chair's Statement, unless legislation to
extend or remove the Sunset Clause is enacted, income tax relief
will no longer be available for new VCT subscriptions made on or
after 6 April 2025. However, the Government announced in September
2022 its commitment to extending the VCT scheme beyond 2025, and
the Directors look forward to receiving details from the Government
in due course of how the removal of the Sunset Clause will be
enacted.
By order of the Board
Beringea LLP
Company Secretary of ProVen Growth and Income VCT plc
Directors' responsibilities
The Board considers that the Annual Report and Accounts, taken
as a whole, are fair, balanced and understandable and that they
provide the information necessary for Shareholders to assess the
Company's performance, business model and strategy.
The Directors are responsible for preparing the Annual Report
and the nancial statements in accordance with applicable law and
regulations. They are also responsible for ensuring that the Annual
Report and Accounts includes information required by the Listing
Rules of the Financial Conduct Authority.
Company law requires the Directors to prepare nancial statements
for each nancial year. Under that law the Directors have elected to
prepare the nancial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law). Under company law, the Directors
must not approve the nancial statements unless they are satis ed
that they give a true and fair view of the state of a airs of the
Company and of the pro t or loss of the Company for that
period.
In preparing the nancial statements, the Directors are required
to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and accounting estimates that are reasonable and prudent;
-- state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the nancial statements;
-- prepare the nancial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and
-- prepare a directors' report, a strategic report and directors' remuneration report which comply with the Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are su cient to show and explain the Company's
transactions, to disclose with reasonable accuracy at any time the
nancial position of the Company and to enable them to ensure that
the nancial statements comply with the requirements of the
Companies Act 2006. The maintenance and integrity of the Company's
website is the responsibility of the directors. They are also
responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Directors' responsibilities pursuant to the Disclosure and
Transparency Rule 4
Each of the Directors con rms that to the best of each person's
knowledge:
-- the nancial statements, which have been prepared in accordance with UK Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, nancial position and pro t or loss of the Company; and
-- the Directors' Report, Chair's Statement, Strategic Report, Investment Manager's Review and Review of Investments include a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.
Statement as to disclosure of information to the Auditor
The Directors in o ce at the date of the Report have con rmed,
as far as they are aware, that there is no relevant audit
information of which the Auditor is unaware. Each of the Directors
con rmed that they have taken all the steps that they ought to have
taken as Directors in order to make themselves aware of any
relevant audit information and to establish that it has been
communicated to the Auditor. This con rmation is given and should
be interpreted in accordance with the provisions of section 418 of
the Companies Act 2006.
The Directors' Report, which has been approved by the Board,
includes all relevant information required to be disclosed under
LR9.8.4R.
Income Statement
for the year ended 28 February 2023
Year ended 28 February
Year ended 28 February 2023 2022
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Income 383 -- 383 122 -- 122
Realised (losses) /
gains on
investments -- (10,907) (10,907) -- 5,113 5,113
Unrealised (losses)
/ gains on
investments -- (9,143) (9,143) -- 23,340 23,340
383 (20,050) (19,667) 122 28,453 28,575
Investment
management fees (861) (2,583) (3,444) (814) (2,442) (3,256)
Performance
incentive fees -- -- -- -- (2,130) (2,130)
Other expenses (746) (1) (747) (743) (6) (749)
FX Translation -- -- -- -- -- --
(Loss)/return on
ordinary activities
before tax (1,224) (22,634) (23,858) (1,435) 23,875 22,440
Tax on
ordinary
activities -- -- -- -- -- --
(Loss)/return
attributable to
equity
shareholders (1,224) (22,634) (23,858) (1,435) 23,875 22,440
------- -------- -------- ------- ------- --------
Basic and diluted
(loss)/return per
share (0.4p) (7.9p) (8.3p) (0.6p) 10.0p 9.4p
All revenue and capital movements in the year relate to
continuing operations. No operations were acquired or discontinued
during the year. The total column within the Income Statement
represents the Income Statement of the Company, prepared in
accordance with the accounting policies detailed in note 1 to the
nancial statements. The supplementary revenue and capital columns
are presented for information purposes in accordance with the
Statement of Recommended Practice issued by the Association of
Investment Companies.
A Statement of Comprehensive Income has not been prepared as no
items have been recognised in 'other comprehensive income' in the
current or prior year as shown.
Statement of Changes in Equity
for the year ended 28 February 2023
Capital
redemption Special Share Revaluation Capital Revenue
Called up share capital reserve reserve Premium reserve reserve reserve- realised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ----------- -------- ---------------- ----------- ------------------ -------- --------
At 1 March 2022 4,081 190 40,200 76,198 38,737 15,206 (5,048) 169,564
------------------------ ----------- -------- ---------------- ----------- ------------------ -------- --------
Comprehensive Income for the year:
Management fees allocated as capital expenditure -- -- -- -- -- (2,583) -- (2,583)
Legal fees allocated as capital expense -- -- -- -- -- -- -- --
Realised loss on investments -- -- -- -- -- (10,907) -- (10,907)
Unrealised loss on investments -- -- -- -- (9,143) -- -- (9,143)
Loss after tax -- -- -- -- -- -- (1,224) (1,224)
Total comprehensive loss -- -- -- -- (9,143) (13,490) (1,224) (23,857)
Contributions by and distributions to owners:
Issue of new shares (includes DRIS) (net of share
issue costs) 878 -- (1,423) 34,906 -- -- -- 34,361
Share buybacks (145) 145 (5,248) -- -- -- -- (5,248)
Dividends paid (includes DRIS) -- -- (13,752) -- -- -- -- (13,752)
------------------------ ----------- -------- ---------------- ----------- ------------------ -------- --------
Total contributions by and distributions to owners 733 145 (20,423) 34,906 -- -- -- 15,361
Other movements:
Transfer of previously unrealised gains now
realised -- -- -- -- (15,868) 15,868 -- --
FX translation -- -- -- -- -- -- -- --
------------------------ ----------- -------- ---------------- ----------- ------------------ -------- --------
Total other movements -- -- -- -- (15,868) 15,868 -- --
At 28 February 2023 4,814 335 19,777 111,104 13,726 17,584 (6,272) 161,068
------------------------ ----------- -------- ---------------- ----------- ------------------ -------- --------
Year ended 28 February 2022
Capital
redemption Special Share Revaluation Capital Revenue
Called up share capital reserve reserve Premium reserve reserve reserve- realised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ ----------- -------- ---------------- ----------- ------------------ -------- --------
At 1 March 2021 3,598 129 50,992 55,656 16,463 13,605 (3,613) 136,830
------------------------ ----------- -------- ---------------- ----------- ------------------ -------- --------
Comprehensive
Income for the
year:
Management fees
allocated as
capital
expenditure -- -- -- -- -- (2,442) -- (2,442)
Legal fees
allocated as
capital expense -- -- -- -- -- (6) -- (6)
Realised gain on
investments -- -- -- -- -- 5,113 -- 5,113
Unrealised gain
on investments -- -- -- -- 23,340 -- -- 23,340
Loss after tax -- -- -- -- -- -- (1,435) (1,435)
Performance fee -- -- -- -- -- (2,130) -- (2,130)
Total
comprehensive
profit -- -- -- -- 23,340 535 (1,435) 22,440
Contributions by
and
distributions to
owners:
Issue of new
shares 544 -- (900) 20,542 -- -- -- 20,186
Share buybacks (61) 61 (2,293) -- -- -- -- (2,293)
Dividends paid
(includes DRIS) -- -- (7,599) -- -- -- -- (7,599)
------------------------ ----------- -------- ---------------- ----------- ------------------ -------- --------
Total
contributions by
and
distributions to
owners 483 61 (10,792) 20,542 -- -- -- 10,294
Other movements:
Transfer of
previously
unrealised gains
now realised -- -- -- -- (1,066) 1,066 -- --
Total other
movements -- -- -- -- (1,066) 1,066 -- --
At 28 February
2022 4,081 190 40,200 76,198 38,737 15,206 (5,048) 169,564
------------------------ ----------- -------- ---------------- ----------- ------------------ -------- --------
The special reserve, capital reserve-realised and revenue
reserve are all distributable reserves. Reserves available for
distribution therefore amount to GBP31,090,000 (2022:
GBP50,358,000). During the year, the Company repurchased 8,929,292
shares (2022: 3,831,711) with a nominal value of GBP144,541 (2022:
GBP62,025). All shares were subsequently cancelled.
The composition of each of these reserves is explained
below:
Called up share capital - The nominal value of shares issued,
increased for subsequent share issues either via an offer for
subscription or the Company's dividend reinvestment scheme, or
reduced due to shares bought back by the Company for
cancellation.
Capital redemption reserve - The nominal value of shares bought
back and cancelled.
Special reserve -- The Company has previously cancelled its
share premium reserve and capital redemption reserve to create a
special reserve that can assist in writing off losses, which in
turn enhances the ability for a company to make distributions and
implement share buybacks. This is the distributable reserve which
is currently used to fund shares bought back by the Company for
cancellation and share issue costs on shares issued under an Offer
for Subscription. Dividends that are classified as capital may be
paid from this reserve. The special reserve is currently wholly
distributable as it does not contain any capital arising from
shares issued less than three years ago.
Share premium reserve - This reserve contains the excess of
gross proceeds over the nominal value of shares allotted under
offers for subscription and the Company's dividend reinvestment
scheme, to the extent that it has not been cancelled.
Revaluation reserve - Increases and decreases in the valuation
of investments held at the year end are accounted for in this
reserve, except to the extent that the diminution is deemed
permanent.
In accordance with stating all investments at fair value through
profit and loss, all such movements through both revaluation and
capital reserve -- realised are shown within the Income Statement
for the year.
Capital reserve realised - The following are accounted for in
this reserve:
-- gains and losses on realisation of investments;
-- permanent diminution in value of investments;
-- transaction costs incurred in the acquisition of investments;
-- 75% of the investment manager's fee expense and 100% of any performance
incentive fee payable; and
-- other capital expenses and charges.
Revenue reserve - Income and expenses that are revenue in nature
are accounted for in this reserve together with the related tax
effect, as well as dividends paid that are classified as revenue in
nature.
Statement of Financial Position
as at 28 February 2023
28 February 2023 28 February 2022
Fixed assets GBP'000 GBP'000
Investments 116,163 145,410
Current assets
Debtors 852 746
Cash at bank and in hand 45,058 25,890
---------------- ----------------
45,910 26,636
Creditors: amounts falling due
within one year (1,005) (2,482)
Net current assets 44,905 24,154
Total assets less current
liabilities 161,068 169,564
---------------- ----------------
Capital and reserves
Called up share capital 4,814 4,081
Capital redemption reserve 335 190
Special reserve 19,777 40,200
Share premium reserve 111,104 76,198
Revaluation reserve 13,726 38,737
Capital reserve -- realised 17,584 15,206
Revenue reserve (6,272) (5,048)
Total equity shareholders' funds 161,068 169,564
---------------- ----------------
Basic and diluted net asset value 54.2p 67.3p
per share
Statement of Cash Flows
for the year ended 28 February 2023
Year
ended 28
Year ended 28 February February
2023 2022
Total Total
GBP'000 GBP'000
(Loss)/return on ordinary activities before taxation (23,858) 22,440
Loss/(gain) on investments 20,050 (28,453)
(Increase)/decrease in prepayments, accrued income
and other debtors (10) 140
(Decrease) / increase in accruals and other
creditors (2,123) 2,152
------------------------ --------
Net cash outflow from operating activities (5,941) (3,721)
------------------------ --------
Cash flows from investing activities
Purchase of investments (21,359) (32,663)
Sale of investments 30,468 15,310
------------------------ --------
Net cash inflow/(outflow) from investing activities 9,109 (17,353)
------------------------ --------
Cash flows from financing activities
Proceeds from share issues 33,683 19,955
Share issue costs (1,278) (899)
Purchase of own shares (4,758) (2,293)
Equity dividends paid (11,648) (6,468)
Net cash inflow from financing activities 15,999 10,295
------------------------ --------
Increase/(decrease) in cash and cash equivalents 19,167 (10,779)
------------------------ --------
Cash at beginning of year 25,890 36,669
------------------------ --------
Cash at end of year 45,057 25,890
------------------------ --------
'Net cash used in operating activities' includes interest
received of GBP225,000 (2022: GBP260,000) and dividends received of
GBPnil (2022: GBP6,000). No interest was paid during the year
(2022: GBPnil).
Notes to the Announcement
for the year ended 28 February 2023
1. Accounting policies
Basis of preparation
The Company has prepared its nancial statements under Financial
Reporting Standard 102 ("FRS102") and in accordance with the
Statement of Recommended Practice 'Financial Statements of
Investment Trust Companies and Venture Capital Trusts' (the "SORP")
issued by the Association of Investment Companies ("AIC"), which
was updated in July 2022.
The nancial statements are prepared under the historical cost
convention except for the revaluation of certain nancial
instruments measured at fair value.
The following accounting policies have been applied consistently
throughout the period.
Going concern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has adequate
resources to continue in operational existence for the twelve
months from the date of sign off of these financial statements. In
its assessment of the Company's activities as a going concern, the
Board has reviewed the risks to future performance and considered
the potential impacts of those on the Company's future ability to
continue as a going concern. The Company's cash resources are
currently healthy, and the portfolio of investments is diverse and
not reliant on any one sector. All significant cash outflows,
including dividends, share buybacks and investments, are within the
Company's control. Therefore, the Board expects that the Company
has sufficient cash resources to withstand any reasonable stress
scenario, for example if the Company was unable to raise further
funds, and believes that it is appropriate to continue to adopt the
going concern basis of accounting in preparing the financial
statements.
Presentation of Income Statement
In order to better re ect the activities of an investment
company and, in accordance with guidance issued by the AIC,
supplementary information which analyses the Income Statement
between items of a revenue and capital nature has been presented
alongside the Income Statement. The revenue return attributable to
equity shareholders is the measure the Directors believe
appropriate in assessing the Company's compliance with certain
requirements set out in Part 6 of the Income Tax Act 2007.
Investments
Investments, including equity and loan stock, are recognised at
their trade date and measured at "fair value through pro t or loss"
due to investments being managed and performance evaluated on a
fair value basis. A nancial asset is designated within this
category if it is both acquired and managed, with a view to selling
after a period of time, in accordance with the Company's documented
investment policy. The fair value of an investment upon acquisition
is deemed to be cost. Thereafter investments are measured at fair
value in accordance with International Private Equity and Venture
Capital Valuation Guidelines ("IPEV Guidelines") issued in December
2018, together with sections 11 and 12 of FRS102.
Publicly traded investments are measured using bid prices in
accordance with the IPEV Guidelines.
Key judgements
The valuation methodologies used by the Directors for estimating
the fair value of unquoted investments are as follows:
-- where a company is in the early stage of development, the estimate of
fair value is based on market data and assumptions as to the potential
outcomes, benchmarked against alternative valuation methodologies during
this time;
-- where a company is well established after an appropriate period, the
investment may be valued by applying a suitable earnings revenue or
transaction multiple to that company's maintainable earnings or revenue.
The multiple used is based on comparable listed companies, transaction
data or a sector but discounted to reflect factors such as the different
sizes of the comparable businesses, different growth rates and the lack
of marketability of unquoted shares;
-- where a value is indicated by a material arms-length transaction by a
third party in the shares of the company the valuation will normally be
based on this, whilst also being benchmarked against alternative
valuation methodologies;
-- where alternative methods of valuation, such as net assets of the
business, are more appropriate than such methods may be used; and
-- where repayment of the equity is not probable, redemption premiums will
be recognised.
The methodology applied takes account of the nature, facts and
circumstances of the individual investment and uses reasonable
data, market inputs, assumptions and estimates in order to
ascertain fair value. Methodologies are applied consistently from
year to year except where a change results in a better estimate of
fair value.
Where an investee company has gone into receivership or
liquidation, or the loss in value below cost is considered to be
permanent, or there is little likelihood of a recovery from a
company in administration, the loss on the investment, although not
physically disposed of, is treated as being realised.
All investee companies are held as part of an investment
portfolio and measured at fair value. Therefore, it is not the
policy for investee companies to be consolidated and any gains or
losses arising from changes in fair value are included in the
Income Statement for the period as a capital item.
Gains and losses arising from changes in fair value are included
in the Income Statement for the year as a capital item and
transaction costs on acquisition or disposal of the investment are
expensed.
Investments are derecognised when the contractual rights to the
cash ows from the asset expire or the Company transfers the asset
and substantially all the risks and rewards of ownership of the
asset to another entity.
Key estimates
The key estimates involved in determining the fair value of a
company can include:
-- identifying a relevant basket of market comparables;
-- deducing the discount to take on those market comparables;
-- determining reoccurring revenue;
-- determining reoccurring earnings; or
-- identifying surplus cash.
The table below shows the investment portfolio categorised by
valuation methodology, as well as the range of market comparables
used in reaching the closing valuations. The table also shows the
possible outcomes if different ranges of multiples were used in
valuing the portfolio.
Range of Range of
Valuation market market
as at 28 comparables comparables
Range of February when Valuation when Valuation
Valuation market 2023 reduced by outcome increased outcome
basis comparables GBP'000 15% GBP'000 by 15% GBP'000
Multiple of
revenue or 0.9x -- 1.1x --
EBITDA 1.0x -- 8.7x 86,372 7.4x 76,040 10.0x 101,757
Price of
recent
investment n/a 18,832 n/a 18,832 n/a 18,832
Price of
recent
offer n/a 7,422 n/a 7,422 n/a 7,422
Net asset
value n/a 3,537 n/a 3,537 n/a 3,537
Total 116,163 105,831 130,548
Fair value
Fair value is defined as the amount for which an asset could be
exchanged between knowledgeable, willing parties in an arm's length
transaction. The Company has categorised its financial instruments
that are measured subsequent to initial recognition at fair value,
using the fair value hierarchy as follows:
Level 1: The unadjusted quoted price in an active market for
identical assets or liabilities that the entity can access at the
measurement date.
Level 2: Inputs other than quoted prices included within Level 1
that are observable (i.e., developed using market data) for the
asset or liability, either directly or indirectly.
Level 3: Inputs are unobservable (i.e., for which market data is
unavailable) for the asset or liability.
Income
Dividend income from investments is recognised when the
shareholders' rights to receive payment has been established,
normally the ex-dividend date.
Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable
and only where there is reasonable certainty of collection in the
foreseeable future. Income which is not capable of being received
within a reasonable period of time is reflected in the capital
value of the investments. A provision is made for any fixed income
not expected to be received.
Expenses
All expenses are accounted for on an accruals basis. In respect
of the analysis between revenue and capital items presented within
the Income Statement, all expenses have been presented as revenue
items except as follows:
-- expenses which are incidental to the acquisition of an investment are
deducted from the Capital Account;
-- expenses which are incidental to the disposal of an investment are
deducted from the disposal proceeds of the investment;
-- expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of the
investments held can be demonstrated. Accordingly, the investment
management fee has been allocated 25% to revenue and 75% to capital in
order to reflect the Directors' expected long-term view of the nature of
the investment returns of the Company; and
-- performance incentive fees are treated as a capital item.
Taxation
The tax effects of different items in the Income Statement are
allocated between capital and revenue on the same basis as the
particular item to which they relate using the Company's effective
rate of tax for the accounting period.
Due to the Company's status as a venture capital trust and the
continued intention to meet the conditions required to comply with
Part 6 of the Income Tax Act 2007, no provision for taxation is
required in respect of any realised or unrealised appreciation of
the Company's investments.
Deferred taxation, which is not discounted, is provided in full
on timing differences that result in an obligation at the balance
sheet date to pay more tax, or a right to pay less tax, at a future
date, at rates expected to apply when they crystallise based on
current tax rates and law.
Timing differences arise from the inclusion of items of income
and expenditure in taxation computations in periods different from
those in which they are included in the financial statements.
Deferred tax assets are recognised to the extent that it is
regarded as more likely than not that they will be recovered.
Share issue costs
Expenses in relation to share issues are deducted from the
Special Reserve.
Cash
Cash comprises cash on hand and demand deposits.
Debtors
Short term debtors are initially measured at transaction price.
Subsequent remeasurement deducts any impairment from the
transaction price.
Creditors
Short term trade creditors are initially and subsequently
measured at the transaction price and are settled in a short
timeframe.
2. Basic and diluted return per share
Year ended 28 February Year ended 28 February
2023 2022
Revenue loss per share
based on:
Net revenue loss after
taxation (GBP'000) (1,224) (1,435)
Weighted average number
of shares in issue 287,122,476 238,055,965
Pence per share (0.4p) (0.6p)
Capital (loss)/return
per share based on:
Net capital
(loss)/return for the
financial year
(GBP'000) (22,634) 23,875
Weighted average number
of shares in issue 287,122,476 238,055,965
Pence per share (7.9p) 10.0p
Total (loss)/return per
share based on:
Total (loss)/return for
the financial year
(GBP'000) (23,858) 22,440
Weighted average number
of shares in issue 287,122,476 238,055,965
Pence per share (8.3p) 9.4p
As the Company has not issued any convertible securities or
share options, there is no dilutive e ect on return per share. The
return per share disclosed therefore represents both basic and
diluted return per share.
3. Basic and diluted net asset value per share
2023 2022
Shares in issue Net asset value Net asset value
Pence Pence
per GBP'000 per GBP'000
2023 2022 share share
Ordinary
Shares 297,414,345 252,090,729 54.2 161,068 67.3 169,564
As the Company has not issued any convertible securities or
share options, there is no dilutive e ect on net asset value per
share. The net asset value per share disclosed therefore represents
both basic and diluted return per share.
4. Principal risks and management objectives
The Company's investment activities expose the Company to a
number of risks associated with financial instruments and the
sectors in which the Company invests. The principal financial risks
arising from the Company's operations are:
-- Market risks;
-- Credit risk; and
-- Liquidity risk.
The Board regularly reviews these risks and the policies in
place for managing them. There have been no significant changes to
the nature of the risks that the Company is exposed to over the
year and there have also been no significant changes to the
policies for managing those risks during the year. The risk
management policies used by the Company in respect of the principal
financial risks and a review of the financial instruments held at
the year end are provided below:
Market risks
As a VCT, the Company is exposed to market risks in the form of
potential losses and gains that may arise on the investments it
holds. The management of these market risks is a fundamental part
of investment activities undertaken by the Investment Manager and
overseen by the Board. The Investment Manager monitors investments
through regular contact with the management of investee companies,
regular review of management accounts and other financial
information and attendance at investee company board meetings. This
enables the Investment Manager to manage the investment risk in
respect of individual investments.
The key market risks to which the Company is exposed are:
-- Market price risk; and
-- Interest rate risk.
Market price risk
Market price risk arises from uncertainty about the future
prices and valuations of financial instruments held in accordance
with the Company's investment objectives. It represents the
potential loss that the Company might suffer through market price
movements in respect of quoted investments and also changes in the
fair value of unquoted investments that it holds.
At 28 February 2023, the Company had no AIM-quoted portfolio
companies and therefore the AIM-quoted portfolio was valued at
GBPnil (2022: GBP337,000).
At 28 February 2023, the unquoted portfolio was valued at
GBP116,163,000 (2022: GBP145,073,000). As many of the Company's
unquoted investments are valued using revenue or earnings multiples
of comparable companies or sectors, a fall in listed share prices
generally would impact on the valuation of the unquoted portfolio.
A 15% movement in the multiples used to reach the valuations of the
unquoted investments held by the Company would have an effect as
follows:
Range of Range of
Valuation market market
as at 28 comparables comparables
Range of February when Valuation when Valuation
Valuation market 2023 reduced by outcome increased outcome
basis comparables GBP'000 15% GBP'000 by 15% GBP'000
Multiple of
revenue or 0.9x -- 1.1x --
EBITDA 1.0x -- 8.7x 86,732 7.4x 76,040 10.0x 101,757
Price of
recent
investment n/a 18,832 n/a 18,832 n/a 18,832
Price of
recent
offer n/a 7,422 n/a 7,422 n/a 7,422
Net asset
value n/a 3,537 n/a 3,537 n/a 3,537
Total 116,163 105,121 130,351
Interest rate risk
The Company is exposed to interest rate risk on floating-rate
financial assets through the effect of changes in prevailing
interest rates. The Company receives interest on its cash deposits
at a rate agreed with its bankers. Investments in loan stock
attract interest predominately at fixed rates. A summary of the
interest rate profile of the Company's financial instruments is
shown below.
There are three categories in respect of interest which are
attributable to the financial instruments held by the Company as
follows:
-- "Fixed rate" assets represent investments with predetermined yield
targets and comprise certain loan note investments.
-- "Floating rate" assets predominantly bear interest at rates linked to
Bank of England base rate or LIBOR and comprise cash at bank and certain
loan note investments. The Company holds one class of loan with a
portfolio company where the interest is partly based on LIBOR. As this
loan is past due and is not being repaid, nor is it expected to be repaid
in the near future, the Company has not yet renegotiated the interest
terms of this loan since the transition from LIBOR. Should there be an
expectation that the loan will be repaid, the Company will renegotiate
the interest terms before repayment occurs.
-- "No interest rate" assets do not attract interest and comprise equity
investments, certain loan note investments, loans and receivables
(excluding cash at bank) and other financial liabilities.
Average Average period 2023 2022
interest rate until maturity GBP'000 GBP'000
Fixed rate 6.8% 815 days 6,456 10,929
Floating rate 0.6% 18 days 45,747 25,962
No interest rate 108,865 132,673
------- -------
161,068 169,564
------- -------
The Company monitors the level of income received from xed,
oating and non-interest bearing assets and, if appropriate, may
make adjustments to the allocation between the categories, in
particular should this be required to ensure compliance with the
VCT regulations.
Based on the assumption that the yield of all oating rate
nancial instruments would change by an amount equal to the movement
in prevailing interest rates, it is estimated that an increase or
decrease of 1% in interest rates would have increased or decreased
total return before taxation for the year by GBP457,000 (2022:
GBP260,000).
Foreign Exchange risk
The Company has made a number of its initial investments in a
foreign currency; most often in Euros or US Dollars, though these
costs are recorded in their GBP equivalents on the relevant
transaction dates. Furthermore, as not all companies' operations
are restricted to the UK, some companies may function, in part, in
a currency other than GBP. The portfolio is therefore exposed, to
some extent, to foreign exchange risk and specifically that of
transaction risk and translation risk.
The Investment Manager and the Board regularly review the
exposure to foreign currency movement to make sure the level of
risk is appropriately managed. On realisation of investments held
in foreign currencies, cash is translated to GBP shortly after
receiving the proceeds to limit the amount of time exposed to
foreign currency fluctuations.
Credit risk
Credit risk is the risk that a counterparty to a nancial
instrument is unable to discharge a commitment to the Company made
under that instrument. The Company is exposed to credit risk
through its investments in cash deposits and debtors. Credit risk
relating to loan stock investee companies is considered to be part
of market risk.
The Company is exposed to credit risk as follows:
2023 2022
GBP'000 GBP'000
Cash and cash equivalents 45,057 28,890
Interest, dividends and other receivables 177 165
------- -------
45,234 26,055
------- -------
The management of credit risk associated with interest,
dividends and other receivables is covered within the investment
management procedures.
For the year ended 28 February 2023, cash was mainly held by the
Royal Bank of Scotland plc, rated A and A+ by Standard and Poor's
and Fitch, respectively, and is also ultimately part-owned by the
UK Government. Following the year end, in order to take advantage
of recent increases in interest rates, cash balances have been
placed in high quality liquidity funds held with JP Morgan, Morgan
Stanley and UBS. Consequently, the Directors consider that the risk
profile associated with cash deposits is low.
There have been no changes in fair value during the year that
are directly attributable to changes in credit risk.
Liquidity risk
Liquidity risk is the risk that the Company encounters di
culties in meeting obligations associated with its nancial
liabilities. Liquidity risk may also arise from either the
inability to sell nancial instruments when required at their fair
values or from the inability to generate cash in ows as required.
The Company maintains a relatively low level of creditors (GBP1.0
million relative to cash balances of GBP45.1 million at 28 February
2023) and has no borrowings.
The Company always holds su cient levels of funds as cash in
order to meet expenses and other cash out ows as required. For
these reasons, the Board believes that the Company's exposure to
liquidity risk is minimal.
The Company's liquidity risk is managed by the Investment
Manager in line with guidance agreed with the Board and is reviewed
by the Board at regular intervals.
Although the Company's investments are not held to meet the
Company's liquidity requirements, the table below shows an analysis
of the loan notes, highlighting the length of time that it could
take the Company to realise its loan stock assets if it were
required to do so.
The carrying value of loan stock investments (as opposed to the
contractual cash ows) at 28 February 2023 as analysed by expected
maturity date is as follows:
Not later Between Between Between More
than 1 1 and 2 2 and 3 3 and 5 than Total
years years years years 5 years Total
As at 28 February 2023 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fully performing loan
stock -- 491 2,521 3,260 -- 6,272
Past due loan stock -- 874 -- -- -- 874
--------- ------- ------- ------- ------- -------
-- 1,365 2,521 3,260 -- 7,146
--------- ------- ------- ------- ------- -------
As at 28 February 2022
Fully performing loan
stock 3,044 274 -- 3,667 -- 6,985
Past due loan stock 4,015 -- -- -- -- 4,015
--------- ------- ------- ------- ------- -------
7,059 274 -- 3,667 -- 11,000
--------- ------- ------- ------- ------- -------
Of the loan stock classi ed as "past due" above, the full amount
relates to the principal of loan notes where the principal has
passed its maturity date.
Fair Value of Financial Instruments
Fair value measurements recognised in the balance sheet
Investments are valued at fair value as determined using the
measurement policies described in note 1. The carrying value of
financial assets and liabilities recorded at amortised cost, which
includes short term debtors and creditors, is considered by
Directors to be equivalent to their fair value.
The Company has categorised its financial instruments that are
measured subsequent to initial recognition at fair value, using the
fair value hierarchy as follows:
Level 1 Reflects financial instruments quoted in an active market.
Level 2 Reflects financial instruments that have been valued using inputs, other than quoted prices, that are observable.
Level 3 Reflects financial instruments that have been valued using valuation techniques with unobservable inputs.
2023 2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
AIM quoted -- -- -- -- 337 -- -- 337
Loan notes -- -- 7,146 7,146 -- -- 11,000 11,000
Unquoted
investments -- -- 109,017 109,017 -- -- 134,073 134,073
--------- -------- ------- ------- --------- ------- ------- -------
-- -- 116,163 116,163 337 -- 145,073 145,410
--------- --------------------- ------- ------- --------- ------- ------- -------
There have been no movements between levels during the financial
year to 28 February 2023.
Reconciliation of fair value for Level 3 financial instruments
held at the year end
Loan
Notes Unquoted equity Total
GBP'000 GBP'000 GBP'000
Balance at 1 March
2022 11,000 134,073 145,073
------------- --------------- -------------
Movements in the
income statement:
Gains/ (Losses) in
the income
statement 2,918 (22,909) (19,992)
------------- --------------- -------------
Reclassification at
value (1,891) 1,891 -
Purchases at cost 1,042 20,323 21,365
Sales proceeds (5,923) (24,360) (30,283)
Balance at 28
February 2023 7,146 109,017 116,163
------------- --------------- -------------
There is an element of judgement in the choice of assumptions
for unquoted investments and if different assumptions were used,
different valuations would have been attributed to certain
investments.
5. Post balance sheet events
Between 28 February 2023 and the date of the Annual Report &
Accounts, the Company issued 7,144,716 Ordinary Shares for an
aggregate consideration of GBP4.0 million under the combined offer
for subscription with ProVen VCT plc which launched on 19 October
2022. Share issue costs thereon amounted to GBP0.2 million.
In March 2023, the Company disposed of its holding in Monica
Vinader for initial proceeds of GBP2.4 million, representing an
11.8x return on cost at 28 February 2023, with potential for future
proceeds. A strong performer in the Company's portfolio for several
years, Monica Vinader had been exploring funding options and agreed
a strategic sale to Bridgepoint Development Capital IV. After
originally investing in Monica Vinader in 2010, the Company sold
60% of its holding in February 2016 for proceeds of GBP2.0 million
and a multiple on cost of 5.2x.
The Company also disposed of its holding in Aistemos in March
2023, with proceeds of GBP2.9 million, representing a multiple on
cost of 1.7x.
Announcement based on audited accounts
The financial information set out in this announcement does not
constitute the Company's statutory financial statements in
accordance with section 434 Companies Act 2006 for the year ended
28 February 2023, but has been extracted from the statutory
financial statements for the year ended 28 February 2023, which
were approved by the Board of Directors on 9 June 2023 and will be
delivered to the Registrar of Companies following the Company's
Annual General Meeting. The Independent Auditor's Report on those
financial statements was unqualified and did not contain any
emphasis of matter nor statements under s 498(2) and (3) of the
Companies Act 2006.
The statutory accounts for the year ended 28 February 2022 have
been delivered to the Registrar of Companies and received an
Independent Auditors report which was unqualified and did not
contain any emphasis of matter nor statements under S498(2) and (3)
of the Companies Act 2006.
A copy of the full annual report and financial statements for
the year ended 28 February 2023 will be made available to
Shareholders shortly. Copies will be available for download from
www.proveninvestments.co.uk in due course.
- End
(END) Dow Jones Newswires
June 12, 2023 02:00 ET (06:00 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
Proven Growth & Income Vct (LSE:PGOO)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Proven Growth & Income Vct (LSE:PGOO)
Gráfica de Acción Histórica
De May 2023 a May 2024
