TIDMTPOA TIDMTTM TIDMTPOB TIDMTPON
RNS Number : 1546N
Triple Point VCT 2011 PLC
30 May 2022
30 May 2022
Triple Point VCT 2011 plc
(the "Company")
RESULTS FOR THE YEARED 28 FEBRUARY 2022
The financial information set out in these statements does not
constitute the Company's statutory accounts for the year ended 28
February 2022, prepared in accordance with section 435 of the
Companies Act 2006, but is derived from those accounts. Statutory
accounts will be delivered to the Registrar of Companies in due
course. The auditors have reported on these accounts and their
report was unqualified and did not contain a statement under
section 498(2) of the Companies Act 2006.
Results
Triple Point VCT 2011 plc managed by Triple Point Investment
Management LLP today announces the results for the year ended 28
February 2022.
These results were approved by the Board of Directors on 27 May
2022.
You may view the Annual Report in due course on the Triple Point
website www.triplepoint.co.uk . Please note that page numbers in
this announcement are in reference to the Annual Report.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:
Triple Point Investment Management Tel: 020 7201 8989
LLP
(Investment Manager)
Belinda Thomas
Ian McLennan
The Company's LEI is 213800AOOAQA5XQDEA89
Further information on the Company can be found on its website
https://www.triplepoint.co.uk/investments/triple-point-venture-fund/s7881/
.
NOTES:
The Company is a Venture Capital Trust incorporated in July
2010. The Investment Manager is Triple Point Investment Management
LLP. The Company was established to fund small and medium sized
enterprises (SMEs). The Company launched a new share class, known
as The Venture Fund, in March 2019 which is mandated to invest in
SMEs producing products or digital services that solve challenges
faced by their larger corporate customers.
Financial Summary
Year ended 28 February 2022
A Shares B Shares Venture Shares Total
Net assets GBP'000 1,291 3,903 30,031 35,225
Net asset value per share (NAV) Pence 13.25p 57.69p 113.55p
---------- ---------- ---------
Profit/(Loss) before tax GBP'000 (269) 147 5,240 4,976
Earnings/(Loss) per share Pence (2.71p) 0.31p 22.57p
---------- ---------- ---------------- ---------
Cumulative return to Shareholders (p)
Net asset value per share 13.25p 57.69p 113.55p
Total dividends paid 106.50p 10.00p 6.00p
Net asset value plus dividends paid (Total Return)(1) 119.75p 67.69p 119.55p
--------------------------------------------------------------- ---------- ---------- ---------------- ---------
Year ended 28 February 2021
A Shares B Shares Venture Shares Total
Net assets GBP'000 5,216 3,907 14,209 23,331
Net asset value per share Pence 52.43p 57.36p 93.26p
---------- ---------- ---------
Profit/(Loss) before tax GBP'000 172 (2,772) (209) (2,809)
Earnings/(Loss) per share Pence 1.40p (40.41p) (1.16p)
---------- ---------- ---------------- ---------
Cumulative return to Shareholders (p)
Net asset value per share 52.43p 57.36p 93.26p
Total dividends paid 70.00p 10.00p 3.00p
Net asset value plus dividends paid (Total Return)(1) 122.43p 67.36p 96.26p
--------------------------------------------------------------- ---------- ---------- ---------------- ---------
(1) Total Return is defined as an Alternative Performance
Measure.
Triple Point VCT 2011 plc ("the Company" or "TP11") is a Venture
Capital Trust ("VCT"). The Investment Manager is Triple Point
Investment Management LLP ("TPIM" and "Triple Point"). The Company
was incorporated in July 2010.
-- A Ordinary Shares ("A Shares"): On 30 April 2015 the A Share
Class offer closed having raised GBP10.3 million with a total of
9,951,133 A Shares being issued.
-- B Ordinary Shares ("B Shares"): On 29 April 2016 the B Share
Class offer closed having raised GBP6.97 million with a total of
6,824,266 B Shares being issued.
-- Venture Fund: On 20 August 2021 the second Venture Fund offer
closed having raised gross proceeds of GBP10.70 million with a
total of 8,107,879 additional Venture Shares being issued. Since
this offer closed, the Venture Fund has allotted further Shares,
with 36,418,808 in issue as at May 2022.
The Strategic Report on pages 6 to 51, the Directors' Report on
pages 68 to 71, the Corporate Governance Report on pages 53 to 57
and the Directors' Remuneration Report on pages 62 to 67 have each
been drawn up in accordance with the requirements of English law
and liability in respect thereof is also governed by English law.
In particular, the responsibility of the Directors for these
reports is owed solely to Triple Point VCT 2011 plc.
The Directors submit to the members their Annual Report and
Financial Statements for the Company for the year ended 28 February
2022.
Key Highlights
As at 28 February 2022
-- Dividends per A Share: 36.50p (Year ended 28 Feb 2021: 6.75p)
-- Net Asset Value per A Share: 13.25p(4) (Year ended 28 Feb 2021: 52.43p)
-- Total Return per A Share 119.75p(24) (Year ended 28 Feb 2021: 122.43p)
-- Dividends per B Share: Nil(3) (Year ended 28 Feb 2021: 5.00p)
-- Net Asset Value per B Share: 57.69p (Year ended 28 Feb 2021: 57.36p)
-- Total Return per B Share(2) : 67.69p (Year ended 28 Feb 2021: 67.36p)
-- Ongoing Charges Ratio(2) : 2.94% The ongoing charges ratio is
a ratio of annualised ongoing charges expressed as a percentage of
average net asset values throughout the year (2021: 3.03%)
-- Realisation Proceeds: GBP3.96m. Realisations of investments
and loan repayments generated total proceeds for the Company.
(2021: GBP550k).
-- Fundraising: GBP10.70 million. The Venture Fund offer which
closed on 20 August 2021 raised net proceeds of GBP10.70
million.
-- Dividends per Venture Share: 3.00p (Year ended 28 Feb 2021: 3.00p)
-- Net Asset Value per Venture Share: 113.55p (Year ended 28 Feb 2021: 93.26p)
-- Total Return per Venture Share(2) : 119.55p (Year ended 28 Feb 2021: 96.26p)
The Annual Report contains a number of Alternative Performance
Measures ("APMs"). APMs are financial measures that are in addition
to those defined or specified in the Company's reporting
framework.
(2) Total Return and Ongoing Charges Ratio are defined as APMs.
The Board considers Total Return to be the primary measure of
Shareholder value. Total Return is made from totalling the current
Net Asset Value plus Dividends paid to date. More information on
Total Return is on page 18.
(3) A dividend of 10p was paid following the year-end on 31
March 2022 to B Ordinary Class Shareholders on the register on 18
March 2022.
(4) The value to be distributed will also be subject to the
performance fee payable on distribution and other relevant fees and
costs. As a result the total return may be lower than indicated in
this Annual Report.
Strategic Report
Chair's Statement
I am writing to present the Financial Statements for the Company
for the year ended 28 February 2022.
I am pleased to announce that during the year we completed the
sale of a substantial part of our hydroelectric power portfolio
("Hydro Assets") held in the A and B Ordinary Share Classes,
following which a significant portion of the proceeds were
distributed to A Shareholders during the year, and to B
Shareholders following the year end.
The Board are pleased to welcome Julian Bartlett onto the Board
as an Independent Non-Executive Director and Chair of the Audit
Committee with effect from 8 February 2022. We would also like to
take the opportunity to thank Tim Clarke for his valuable and
significant contribution to the Company over the years he has
served on the Board. Tim will retire following this year's AGM with
our best wishes for the future.
Our Venture portfolio has continued to perform well, having made
11 new qualifying investments and various follow-on rounds due to
continued growth, at a total of GBP9.0 million. The Venture
portfolio also successfully completed their first exit at a
significant premium shortly after the year end; further detail on
the sale can be found below and in the Investment Manager's Review
on pages 30 to 41 . Partly as a result of this exit but also
reflecting strong performance by a number of portfolio companies,
the Venture NAV has risen by 21.7% on a total return basis over the
year in review.
The Company's funds at 28 February 2022 were 82.67% invested in
a portfolio of VCT qualifying and non-qualifying unquoted
investments. At the year-end, the Company's Qualifying status
percentage was above 80%. This is due to the Company having three
years before undeployed cash counts towards the qualifying status
under current VCT regulations.
The Investment Manager's Review on pages 30 to 41 gives a more
detailed update on the portfolio of investments in 30 small
unquoted businesses.
Venture Fund
This is the third year of the Venture Fund and a year of
progress after the challenges of Covid-19. The Venture Fund
completed its first cash exit shortly after the year-end, on Credit
Kudos Limited ("Credit Kudos"), for an over 5x return multiple just
two years after the investment was made. Fintech, Middleware (
software that acts as a bridge between an operating system or
database and applications) and Healthtech have been our most
successful sectors having certainly benefited from an accelerated
move to digital since the onset of Covid-19. While our Investment
Manager's challenge-led approach has performed well to date
overall, Shareholders should remain aware that failed investments
are a natural part of venture investing.
Continuing intense concerns about Covid-19 at the start of this
period have quickly morphed into concerns regarding the combination
of higher inflation, higher interest rates and the Ukraine-Russia
war. While the direct impact of these factors on the type of
software companies that the Venture Share Class invests in should
be relatively limited, the Investment Manager is monitoring
developments carefully (please refer to the Investment Manager's
Review on pages 30 to 41). All in all, we believe that the
opportunities abound for seed stage investments and that the
existing portfolio remains well positioned for future growth.
The third Venture Fund offer for subscription closed on 20
August 2021 having raised GBP10.70 million and the fourth offer for
subscription is now open. Following the 28 February 2022 year end,
the Company allotted an additional 9,973,377 Venture Shares raising
GBP11.2 million, this takes the total number of Shares in issue to
36,418,808. The current fundraise is progressing well and at 28
February 2022, the Venture Fund was 50% up on last year's
fundraise, which puts us in a strong position. These allotments and
the growth of the Venture Fund has further benefited the Company by
way of a reduction in the ongoing charges ratio from 3.03% to
2.94%.
The Venture Fund's aim is to build a portfolio of qualifying
Investments in early-stage companies capable of generating
significant long-term capital growth and with a bias to the
business-to-business technology sector whilst enabling investors to
take advantage of the substantial tax reliefs available to
investors in VCTs, including 30% income tax relief on amounts
invested.
In line with the Share Class's key objectives, I am pleased to
announce that a further dividend of 3 pence per Share will be paid
on 5 September 2022 .
A snapshot of the new companies the Venture Fund has invested
into during the year is set out below .
Portfolio Company Investment Description
Amount
GBP'000
Ryde 1,000 Gameplan Technology Ltd, trading as Ryde ("Ryde")
provides a fully integrated delivery management
platform combining the best of fleet management
software, third party logistics software and
a flexible workforce to E-commerce companies
utilising deliveries, enabling them to more
effectively manage their demand by supplementing
their own fleet with third party fleets and
Ryde's own fleet.
------------ -------------------------------------------------------------
Tickitto 1,000 Tickitto is building a universal API for tickets
to events and experiences, with the goal of
becoming the rails that the distribution of
tickets runs on, representing a $4.8bn revenue
opportunity over the next five years. With
a few lines of code, developers can integrate
and go live using Tickitto within a few hours
versus building all the integrations themselves.
------------ -------------------------------------------------------------
Pixie 915 Pixie's process automation software for small
accountancy practices provides accountants
with best-in-class workflows for the Business
As Usual (BAU) processes that they need to
run on behalf of their clients. Pixie makes
small accountancy firms much more efficient
by allowing them to work from one system with
pre-created workflows, auto-populated calendars,
automatic emails to collect documents from
clients, third-party apps directly embedded
into workflows, automatic logging of client
emails and maintaining the system of records.
------------ -------------------------------------------------------------
Anorak 700 Anorak is an FCA regulated online adviser broker
reinventing the life insurance distribution
model. Lack of scalable distribution is credited
with being part of the problem with the current
model, as life insurance policies are predominantly
sold via IFAs and brokers as online price comparison
sites are not able to provide the advice consumers
require. For example, a consumer can purchase
car or travel insurance from a range of providers
through an online broker such as Moneysupermarket.com,
but they are not able to purchase life insurance
except from tied agents. Anorak is attempting
to tackle this problem and become the Moneysupermarket.com
of the life insurance industry.
------------ -------------------------------------------------------------
Knok Healthcare 513 Knok Healthcare is a telemedicine solution
that provides virtual consultations through
a combination of triage, scheduling, record
keeping, and integration with healthcare providers.
Knok Healthcare's product, Panacea, aims to
be the reference white label provider for virtual
consultations. Panacea incorporates clinical
support, for both patient and clinician which
integrate seamlessly into the existing patient
journey and connects with enterprise systems.
Knok's mission is to contribute to universal
access to healthcare, connecting doctors and
patients through easy-to-use technology.
------------ -------------------------------------------------------------
StepEx 499 StepEx is the first FCA authorised financial
institution providing "Future Earning Agreements"
(FEAs). FEAs are an alternative to term loans
and are a credit instrument where the "borrower"
pays a portion of their future earnings for
a fixed period to the "lender". London Business
School, INSEAD, Makers Academy and General
Assembly are StepEx clients, as are a number
of other education providers, who see this
as a marketing tool to sell extra courses.
------------ -------------------------------------------------------------
SonicJobs 450 SonicJobs is an application-based job search
platform specialising in roles in blue collar
industries including hospitality, retail, beauty,
logistics, health and social care. SonicJobs
differentiates itself from other job sites
with the ease with which a candidate can apply
for a role on their platform. Through a conversational
chat bot, SonicJobs receives standard information
from applicants for each role and saves this
information to make it easy to apply to multiple
roles, maximising candidates' chances of receiving
an offer.
------------ -------------------------------------------------------------
Nook 250 Nook's platform creates a "shared ledger" between
suppliers and buyers by integrating their accounting
software and using the open banking API to
verify sending and receipt of payments. This
two-way syncing of ledgers minimises manual
data entry and eliminates PDF documents being
sent via email, making the verification, and
payment of invoices faster, cheaper, and less
prone to fraud.
The platform enables suppliers and buyers
to communicate and edit "invoices" via the
shared ledger without having to send, change
and resend PDFs and aims to automate the workflows
in Accounts Payable and Receivable out of existence.
------------------------ ------------ -------------------------------------------------------------
Superlayer (Formerly 224 Superlayer has a sales solution which allows
Catalyst Technologies sales departments to make the most of the data
Ltd) in their existing CRM / sales stack without
writing code or the need for business analysts.
Much of the existing data is "stuck" in CRM
systems which means that granular sales data
is not always easy to access. Superlayer provides
dashboards and graphs out of the box, highlighting
the pertinent information and insights, giving
access to best-in-class revenue operations
analytics.
------------------------ ------------ -------------------------------------------------------------
Learnerbly 200 Learnerbly is the provider of a learning and
development software platform, sold to corporates
on a software-as-a-service basis. Customers
include Onfido, King, Tide, Curve, Snyk, ComplyAdvantage,
GoCardless, Freetrade and others.
------------------------ ------------ -------------------------------------------------------------
Seedata 150 Seedata provides assurance to a company's existing
cybersecurity suite, by creating honeypots
for attackers by planting trackable data records
(seeds) into the databases, emails and Customer
Relationship Management systems (CRMs) of its
clients via APIs (interfaces between software
systems). These seeds then monitor for any
evidence of that data having been stolen. The
seeds are replaced regularly in order to create
a time stamp to determine the date of the breach
and the client can choose to replace the seeds
daily, weekly or monthly. The seeds can be
planted manually by the customer or in an automated
fashion via the Seedata platform. The automated
platform requires a few hours of set up time
the first time it is used.
------------------------ ------------ -------------------------------------------------------------
A Share Class
In July 2021 Shareholders voted to approve the recommendation of
the Board and the Investment Manager to dispose of certain of the
Hydro Assets which formed the majority of investments held by the A
Share Class. Following a competitive bidding process these
investments were sold at a price of GBP4,245,725 which represented
97.5% of their carrying value. Further details on the sale process
are set out in the Investment Manager's Review on page 38
below.
As a result of the difference between the sale price and
carrying value, together with a small write-down of the investment
in Green Highland Shenval Limited, and payment of the performance
fee due to the Investment Manager, the A Share Class has recorded a
loss over the period of 2.71 pence per share.
Following the disposal of the Hydro Assets, a dividend of 33
pence per share was paid to the A Class Shareholders. A core target
of the share class was to deliver a cash return to investors,
including the initial tax relief of 100 pence per share by the end
of year six. The aggregate of those dividends, the June 2021
dividend of 3.5 pence per share, and the dividend following
disposal paid in December 2021, is 106.5 pence per share.
As at the period end the A Share Class held investments in
Broadpoint 3 Limited and Green Highland Shenval Limited and
recorded a NAV of 13.25 pence per share(5) . Since the year end,
the investment in Broadpoint 3 has been realised at its balance
sheet valuation.
The Company is continuing to explore its options to dispose of
its minority interest in Shenval, although it is expected that such
a sale will only take place once all Shareholders in Shenval are in
a position to sell, following which net proceeds of sale will be
returned to A Shareholders. At the appropriate time, a proposal
will be put to Shareholders for the wind-up and cancellation of the
A Share Class.
(5) To align its interests with Shareholders, the Investment
Manager earns a performance fee of 20% on all distributions for the
A Share Class over 100 pence per share; as this fee is not payable
until distributions are made, it is not accounted in the Net Asset
Value.
B Share Class
The B Share Class portfolio has recorded a profit over the year
of 0.31 pence per share due to income exceeding running costs. As
at 28 February 2022 the NAV per share stood at 57.69 pence per
Share.
During the year, a substantial part of the B Share Class
portfolio of Hydro Assets were sold which enabled Broadpoint 3 Ltd
(through which the B Share Class held an interest) to repay its
GBP1,096,103.43 loan and a portion of the redemption premium to the
Company. Following this, the majority of the net proceeds of the
sale were returned to B Shareholders through a 10 pence per Share
dividend which was declared on 07 March 2022. A small portion of
the proceeds have been retained to ensure that the Share class can
continue to meet all of its relevant expenditure.
Following the Hydro asset sale, the assets within the B Share
Class are two gas fired energy centre assets, Green Peak Generation
Limited ("Green Peak") and Distribution Generators Limited
("Distributed Generators"). As reported in our 2021 Interim Report
there have been availability issues for the engines with a water
ingress issue at Green Peak, and we are pleased to confirm that the
fault has been resolved and the insurers have agreed to pay the
full insurance claim for property damage and business interruption
to the end of January (the Investment Manager's Report has further
details on pages 30 to 41). We are working with the Investment
Manager to consider offers for the portfolio alongside considering
potential disposal options for the remaining B Share Class assets
in order to return funds to B Shareholders. In addition, where the
Board receives excess cash generated from the gas fired energy
assets, it will consider whether it is appropriate to declare an
additional dividend. Since mid-June 2021 the Board has exercised
its discretion not to facilitate share buybacks in the B Share
Class due to insufficient liquidity. To ensure that we are being
fair and equitable to all Shareholders, it is our intention that
any excess funds in the B portfolio will be returned to all
investors through dividends; the Board will continue to monitor
this position. At the appropriate time, a proposal will be put to
Shareholders for the wind-up and cancellation of the B Share
Class.
Liquidity
The Company has sufficient liquidity, predominantly from the
Venture Fund raise, with cash and readily realisable investments
totalling GBP6.25 million (18% of net asset value) at 28 February
2022. This means that the Company will be able to react quickly to
new investment opportunities for the Venture Fund as they
arise.
Share Buy-Backs
We continue to maintain our aim, subject to distributable
reserves and liquidity, of being willing to buy back the Company's
Shares in the market at a price of 5% discount to NAV. Since
mid-June 2021 the Board has exercised its discretion not to
facilitate Share buybacks in the B Share Class due to insufficient
liquidity. To ensure that we are being fair and equitable to all
Shareholders, it is our intention that any excess funds in the B
portfolio will be returned to all investors through dividends; the
Board will continue to monitor this position.
During the year ended 28 February 2022 a total of 173,848 A
Shares, 46,556 B Shares and 252,401 Venture Shares were repurchased
by the Company for cancellation at a price of a 5% discount to NAV.
The average price paid for the buy-back of Shares were as
follows:
Date Number of Shares Share Class Average Price
18 August 2021 105,777 Venture 103.01p
------------------ ------------------- ---------------
10 June 2021 173,848 A Ordinary Shares 46.48p
------------------ ------------------- ---------------
10 June 2021 46,556 B Ordinary Shares 54.49p
------------------ ------------------- ---------------
10 June 2021 146,624 Venture 96.20p
------------------ ------------------- ---------------
These transactions represent 1.48% of the opening issued Share
capital of the Company.
VCT Qualifying Status
The Company has maintained its approved venture capital trust
status with HM Revenue & Customs. The Company's compliance with
the VCT qualifying conditions is closely monitored by the Board,
who receive regular reports from the Investment Manager and a
report annually from our VCT tax compliance advisers Philip Hare
& Associates LLP.
VCT Legislation and Regulation
Following continuous dialogue with HMRC the VCT industry
benefits from greater clarification around the operation of the new
VCT rules introduced in 2015. As a result, the majority of
investments are now made on the basis of self-assuring their
qualifying status, subject to the receipt of professional advice
from our Tax Advisers.
We will continue to work closely with the Investment Manager to
ensure the Company remains compliant with the scheme rules.
Post Year End Update
Following the year-end, the Company has allotted a further
9,973,377 Shares into the Venture Fund. The Shares were issued at
the end of March and 1 April 2022 ; these further allotments raised
additional net proceeds of GBP11.2 million for the Company. For all
future investments in the 2022/23 tax year, the offer will remain
open until 29 July 2022 , unless fully subscribed at an earlier
date.
Outlook
The Board are pleased to have completed the sale of a
substantial part of the Hydro Assets within the A and B Share
Class, which enabled further dividends to be paid to A shareholders
during the year and B shareholders following the year end. It is
now the Board's aim to sell the remaining assets within the A and B
share classes as set out above, returning the net proceeds to
Shareholders, and at the appropriate time, putting a proposal to
Shareholders to wind-up and cancel both the A and B Share
Classes.
The Venture Fund has seen several uplifts in NAV, a successful
fundraise, and its first cash exit for Credit Kudos, which was
completed shortly after the year end. The Board will continue to
consider dividends for Venture Shareholders, subject to realised
profits, legislative requirements and liquidity. I am delighted to
announce that a further dividend of 3 pence per Share will be paid
on 5 September 2022 to Venture Shareholders .
As I noted above, intense concerns about Covid-19 have quickly
morphed into concerns about the combination of higher inflation,
higher interest rates and the Ukraine-Russia war . Whilst the
direct impact of these factors on the type of software companies
that the Venture share class invests in are usually limited, the
Investment Manager is monitoring developments carefully, including
both the impact on investee cash flows of inflation in skilled
staffing costs, particularly in software development and digital
marketing, and the potential impact of rising bond yields on tech
sector valuations (see Investment Manager's Review on pages 30 to
41). Despite the current uncertainty, we believe that the Fund's
existing portfolio remains well positioned for future growth and
that the recent successful fund raise and exit proceeds leave the
share class in a strong position to pursue opportunities as they
develop.
I would like to take this opportunity to thank Shareholders and
the Investment Manager for their continued support and I look
forward to welcoming further Venture Fund Shareholders during the
months ahead.
If you have any questions about your investment, please do not
hesitate to contact TPIM on 020 7201 8990.
Jane Owen
Chair
27 May 2022
Strategy and Business Model
The Strategic Report has been prepared in accordance with the
requirements of Section 414c of the Companies Act 2006. Its purpose
is to inform the members of the Company and help them to assess how
the Directors have performed their duty to promote the success of
the Company, in accordance with Section 172 of the Companies Act
2006.
The Directors assess the Company's success in meeting its
objectives in relation to returns, stability, VCT qualification
and, ultimately, exit.
Investment Policy
Investment Objectives
The Company's Investment Policy is directed towards new
investments in businesses which either: (i) have the potential for
high growth, or (ii) are cash flow generative businesses with a
high-quality customer base. All investments must provide the
potential for a strong, positive, risk-adjusted return to
investors. All investments will be made with the intention of
growing and developing the revenues and profitability of the target
businesses.
Venture Fund
The Company's Venture Fund focuses on providing funding to
unquoted companies at an early stage in their lifecycle to help
them grow and scale. The Venture Fund will typically make initial
investments of between GBP50,000 and GBP2 million and may make
further follow-on investments into existing portfolio companies.
The intention is to build a portfolio of predominantly unquoted
companies with significant growth potential across a diversified
range of sectors.
The Company will not vary these objectives to any material
extent without the approval of the Shareholders.
A & B Shares
The key objectives of the Company's A Share Fund and B Share
Fund are to:
-- pay regular tax-free dividends to investors;
-- maintain qualifying VCT status to enable investors to benefit
from the associated tax reliefs;
-- reduce the volatility normally associated with early stage
investments by applying its Investment
Policy;
-- make investments typically in the range of GBP500,000 to GBP5
million in companies with contractual
revenues from financially sound counterparties*; and
-- in respect of the B Share Fund only, provide investors with
the option to exit shortly after five years
following investment .*
The Company will not vary any of the above objectives for the
Venture Fund, A Share Fund or B Share Fund to any material extent
without the approval of the Shareholders.
*The A and B Share Classes are both fully invested and closed to
new investment, consequently the Share Classes are no longer making
investments , and will seek realisations to enable an exit at the
appropriate time .
Target Asset Allocation
The Company aims to invest its capital fully in VCT Qualifying
Investments. Where this is not practicable, the long-term
investment profile of the Company is expected to be:
-- at least 80% in VCT Qualifying Investments, with a focus on
unquoted companies with high growth
potential for the Venture Fund; and
-- a maximum of 20% in permitted Non-Qualifying Investments,
cash or cash-based similar liquid investments.
Qualifying Investments
Investment decisions made must adhere to HMRC's VCT
qualification rules. In considering a prospective investment in a
company, particular regard is given to:
-- the track record, expertise and ability of the management
team with clear commercial and financial objectives;
-- a significant, often global, total addressable market;
-- the ability of the company to create and sustain a competitive advantage;
-- the quality of the company's assets, in particular where
appropriate, the ownership and effective use of proprietary
technology and/ or an innovative product;
-- the high likelihood of a transformational corporate contract
and established market fit and then the opportunity to develop
regular, repeated income from new clients, leading to growth and
long-term profitability;
-- a high level of access to regular material financial and
other information during the holding period;
-- an attractive valuation at the time of the investment;
-- the long-term prospect of being sold or listed in the future
at a significant multiple of the initial investment value; and
-- in respect of the B Share Fund, the prospect of achieving an
exit after five years of the life of the fund.
In respect of the Venture Fund, no more than 10% of the NAV of
the Venture Fund (at the point of the investment), will be invested
in companies which are not revenue-generating or where there is no
expectation of revenues being generated in the near future.
As the value of investments increase, Triple Point will monitor
opportunities for the Company to realise capital gains to enable
the Company to make tax-free distributions to Shareholders.
Non-Qualifying Investments
The Non-Qualifying Investments will be managed with the
intention of generating a positive return. The Non-Qualifying
Investments will comprise from time to time a variety of assets
including (a) short-term deposits of money, Shares or units in
alternative investment funds (which have the meaning given by
regulation 3 of the Alternative Investment Fund Managers
Regulations 2013) or in undertakings for the collective investment
in transferable securities (which have the meaning given by Section
363A(4) of the Taxation (International and Other Provisions) Act
2010), which may be repurchased, redeemed, or paid out on no more
than seven days' notice; and (b) ordinary Shares or securities in a
company which are acquired on a regulated market (defined in
Section S274(4) ITA 2007).
Borrowing Powers
Any borrowing by the Company for the purposes of making
investments will be in accordance with the Company's articles of
association. To the extent that borrowing is required, the
Directors will restrict the borrowings of the Company and exercise
all voting and other rights or powers of control over its
subsidiary undertakings (if any) to ensure that the aggregate
amount of money borrowed by the Company, being the Company and any
subsidiary undertakings for the time being (excluding intra-Company
borrowings), will not, without Shareholder approval, exceed 30% of
its NAV at the time of any borrowing.
Risk Diversification
The Company aims to invest in a number of different businesses
within a variety of industry sectors but may focus investments in a
single sector where appropriate to do so. No single investment by
the Company will represent more than 15% of the aggregate NAV of
the Company at the time the investment is made.
Valuation Policy
All unquoted investments will be valued in accordance with
International Private Equity & Venture Capital (IPEV) or
similar guidelines. A brief summary of the IPEV guidelines as it
applies to TP11's investments is as follows:
-- investments should be reported at fair value where this can
be reliably determined by the Board on the recommendation of the
Investment Manager.
-- in estimating fair value for an investment, the valuation
methodology applied should be the most appropriate for a particular
investment. Such methodologies, including the price of the recent
investment, earnings multiples, net assets, discounted cash flows
or earnings and industry valuation benchmarks, should be applied
consistently. The price of recent transactions should not be
assumed and should be calibrated against a scorecard or other
appropriate measures.
-- where the valuation is based on the price of a recent
investment this may be adjusted to reflect subsequent business
performance and variations from expectations at the time of
investment.
Co-Investment Policy
The Company may invest alongside other funds or entities managed
or advised by the Investment Manager which would help the Company
to broaden its range of investments or the scale of opportunities
more than if it were investing on its own.
It is possible that conflicts may arise in these circumstances
between different funds or between the Company and the Investment
Manager. The Investment Manager maintains robust conflict of
interest procedures to manage potential conflicts and issues are
resolved at the discretion of the independent board of the
Company.
Dividend Policy
The Company will distribute by way of dividend such amount as
ensures that it retains not more than 15% of its income from Shares
and securities. The Directors aim to maximise tax-free
distributions to Shareholders of income or realised gains. It is
envisaged that the Company will distribute most of its net income
each year by way of dividend, subject to liquidity.
For the Venture Fund, the Company intends to distribute regular
dividends of up to 5 pence per Venture Share per annum thereafter.
The Company's ability to pay dividends is subject to the existence
of realised profits, legislative requirements, and the available
cash reserves.
Share Buy-Back Policy
TP11 aims, but is not committed, to offer liquidity to
Shareholders through on-going buy-backs, subject to the
availability of distributable reserves, at a target price of a 5%
discount to net asset value. Since mid-June 2021 the Board has
exercised its discretion not to facilitate Share buybacks in the B
Share Class due to insufficient liquidity. To ensure that we are
being fair and equitable to all Shareholders, it is our intention
that any excess funds in the B portfolio will be returned to all
investors through dividends; the Board will continue to monitor
this position.
Share Realisation Policy
After an anticipated holding period of between five and seven
years, which may include follow-on investments into investee
companies as appropriate, Triple Point intends to identify
opportunities to exit Venture Fund investments.
Exits will typically be realised through trade sales to
businesses, acquisitions by private equity funds, or selling
shareholdings to later stage venture and growth capital funds
during the course of further investee company fund raising
activity. Sales during the course of further investee company fund
raising activity may include investee companies buying back Shares
at a price reflecting the valuation at that stage. The proceeds of
any realisation will be used to identify further investment
opportunities and to pay dividends to investors.
Key Performance Indicators ("KPIs")
As a VCT, the Company's objectives are to provide Shareholders
with up front tax relief, an attractive income and returns through
capital appreciation and the payment of dividends. The Company aims
to meet these criteria by investing its funds in line with the
Company's investment policy, more detail of which can be found on
pages 16 to 17.
The Board expects the Investment Manager to deliver a
performance which meets the objectives of providing investors with
an attractive income and capital return. The Board has identified
four primary KPIs, which are increase in NAV, total return,
earnings per share and ongoing charges ratio, that it uses in its
own assessment of the Company's performance, set out below.
These are intended to provide Shareholders with sufficient
information to assess how the Company has performed against its
objectives in the year to 28 February 2022, and over the longer
term, through the application of its investment and other principal
policies.
Total Return
NAV plus dividends paid is a measure of Shareholder value that
includes the current NAV plus cumulative dividends paid to
Shareholders to date. The charts show how the Total Return of each
Share Class has developed since launch. Total Return is deemed an
alternative performance measure.
Venture Fund
Increase in NAV
The NAV per Venture Share has increased from 93.26 pence per
Share at 28 February 2021 to 113.55 pence per Share at 28 February
2022, an uplift of 20.29 pence per Share. The increase in NAV is
attributable to uplifts in investment valuations supported by both
new investment raises at higher valuations as well as strong
business performance.
Total Return
After making an adjustment for dividends paid during the year
the Venture Shares total return has increased from 96.26 pence per
Share at 28 February 2021 to 119.55 pence per Share at the
reporting date. This represents an increase of 24.19%.
Venture Shares
Cumulative
Date NAV per share dividends Total
--------------- --------------------------- -------------
29-Feb-20 99.01 - 99.01
28-Feb-21 93.26 3.00 96.26
28-Feb-22 113.55 6.00 119.55
--------------- --------------------------- -------------
A Share Class
Increase in NAV
The NAV per A Share has decreased by 39.18 pence per Share at 28
February 2021 to 13.25 pence per Share(6) at the reporting date.
The NAV of the A Share Class decreased due to the payment of
dividends to A Class Shareholders, totalling 36.50 pence per Share
in the period out of the proceeds from the Hydro sale, and the
management performance fee, for a successful return of capital to
Shareholders
(6) To align its interests with Shareholders, the Investment
Manager earns a performance fee of 20% on all distributions over
100 pence per share; as such fee is not payable until distributions
are made, it is not accounted in the Net Asset Value.
Total Return
The A Shares total return has decreased from 122.43 pence per
Share at 28 February 2021 to 119.75 pence per Share at the
reporting date. This is largely due to the sale of Hydro assets
being sold at less than their carrying value causing a loss on
disposal.
A Shares
Date NAV per share Cumulative dividends Total
------------ ---------------------------- -----------
29-Feb-16 100.54 - 100.54
28-Feb-17 104.07 - 104.07
28-Feb-18 106.90 4.00 110.90
28-Feb-19 110.49 7.75 118.24
29-Feb-20 57.78 63.25 121.03
28-Feb-21 52.43 70.00 122.43
28-Feb-22 13.25 106.50 119.75
------------ ---------------------------- -----------
B Share Class
Increase in NAV
The NAV per B Share has increased from 57.36 pence per Share at
28 February 2021 to 57.69 pence per Share at 28 February 2022. This
represents an increase of 0.58%. The increase in NAV is
attributable to receiving proceeds from the Hydro sale.
Total Return
The B Shares total return has increased from 67.36 pence per
share at 28 February 2021 to 67.69 pence per share at 28 February
2022.
TPIM agreed not to charge their management fees from 1 January
2017 on the amounts invested in gas fired energy assets, until
these investments started to generate income.
These fees continue not to be accrued. The total fee waived to
date for the B Share Class is GBP745,300.
B Shares
Cumulative
Date NAV per share dividends Total
----------------- ------------------------ ---------
28-Feb-17 99.76 - 99.76
28-Feb-18 100.00 - 100.00
28-Feb-19 106.10 - 106.10
29-Feb-20 102.77 5.00 107.77
28-Feb-21 57.36 10.00 67.36
28-Feb-22 57.69 10.00 67.69
----------------- ------------------------ ---------
Earnings per Share
The Charts show the Company's earnings per Share, by Share class
for the year ended 28 February 2022. The longer-term trend of
performance on this measure is shown in the charts.
Venture Shares
Date Revenue Capital Total
--------- --------- ---------
29-Feb-20 (1.25p) (0.04p) (1.29p)
28-Feb-21 (2.17p) 1.01p (1.16p)
28-Feb-22 (4.26p) 26.84p 22.57p
--------- --------- ---------
A Shares
-------------------------------
Date Revenue Capital Total
29-Feb-16 1.49p (0.29p) 1.20p
28-Feb-17 3.61p (0.08p) 3.53p
28-Feb-18 4.44p 2.39p 6.83p
28-Feb-19 3.39p 3.95p 7.34p
29-Feb-20 2.03p 0.77p 2.79p
28-Feb-21 1.62p (0.22p) 1.40p
28-Feb-22 0.46p (3.17p) (2.71p)
--------- --------- ---------
B Shares
Date Revenue Capital Total
--------- ---------- ----------
28-Feb-17 (0.37p) 0.10p (0.27p)
28-Feb-18 (0.01p) 0.26p 0.25p
28-Feb-19 (0.09p) 6.19p 6.10p
29-Feb-20 0.98p 0.69p 1.67p
28-Feb-21 (1.36p) (39.05p) (40.41p)
28-Feb-22 (1.04p) 1.35p 0.31p
--------- ---------- ----------
Ongoing charges ratio
The ongoing charges ratio(7) is a ratio of annualised ongoing
charges expressed as a percentage of the average net asset value
throughout the period. The annual running costs of the Company are
capped at 3.5% of the Company's NAV, above which, the Investment
Manager will bear any excess costs.
The ongoing charges of the Company for the financial year under
review represented 2.94% (2021: 3.03%) of the average net
assets.
(7) This ratio is calculated using the AIC's "Ongoing Charges"
methodology which can be found on its website
https://www.theaic.co.uk/ . The Ongoing Charges ratio is deemed an
alternative performance measure.
Compliance with VCT legislation
By making an investment in a Venture Capital Trust, Shareholders
become eligible for several tax benefits under VCT tax legislation.
This is, however, contingent on the Company complying with VCT tax
legislation. The Board can confirm that throughout the year ended
28 February 2022, the Company continued to meet these tests.
To achieve compliance, the Company must meet a number of tests
set by HMRC. A summary of these steps is set out on page 70 under
"VCT Regulation".
Tax Benefits
The Company's objective is to provide Shareholders with an
attractive income and capital return by investing its funds in a
broad spread of unlisted UK companies which meet the relevant
criteria for investment by Venture Capital Trusts.
Investing in a VCT brings the benefit of tax-free dividends, as
well as up-front income tax relief. The Company continues to meet
the VCT qualification requirements which are continuously monitored
by the Investment Manager and reviewed by the Directors.
Investment classification by asset value and sector value are
shown on the following pages:
Investment Portfolio - Venture Share Class
Venture
VCT Qualifying Investments 80%
VCT Non-Qualifying Investments 1%
Cash 19%
-----
Investment Portfolio - A Share Class
A Share Class
VCT Qualifying Investments 45%
VCT Non-Qualifying Investments 19%
Cash 36%
-----
Investment Portfolio - B Share Class
B Share Class
VCT Qualifying Investments 74%
VCT Non-Qualifying Investments 27%
Cash -1%
-----
** Please note that the percentage of qualifying investments in
the above graphs are not representative of the Company as a whole.
U nder current VCT regulations the Company has three years before
undeployed cash counts towards the qualifying status of the
Company. Undeployed cash is therefore not taken into account in
determining the Current Qualifying status percentage of the
Company, which at the year-end was above 80%.
Investments by Sector - Venture Share Class
Fintech 35%
Middleware 17%
Health 18%
Logistics 7%
Insuretech 5%
Proptech 4%
Cyber Security 3%
HR 6%
RevOps 1%
Education 2%
Content & Design 0%
SME Funding
- Other 2%
100%
------------------- ------
Investments by Sector - A Share Class
Hydroelectric Power 70%
SME Funding Hydroelectric
Power 30%
100%
---------------------------- ------
Investments by Sector - B Share Class
Gas Power 73%
SME Funding Hydroelectric
Power 27%
100%
---------------------------- ------
VCT Regulation
VCTs were first introduced in the Finance Act 1995 to provide a
means for private individuals to invest in unquoted companies in
the UK. The Finance Act 2004 introduced changes to VCT legislation
designed to make VCTs more attractive to investors. The current tax
benefits available to eligible investors in VCTs include:
-- up-front income tax relief of 30% on a maximum investment of
GBP200,000 per tax year on newly issued Shares;
-- exemption from income tax on dividends received; and
-- exemption from capital gains tax on disposals of Shares in VCTs.
Since the Finance Act 2004, the VCT rules have subsequently been
amended under the Finance Act 2014 and The Finance (No 2) Act 2015.
The Investment Manager, utilising advice from Philip Hare &
Associates LLP, ensures continued compliance with any legislative
changes. The Company will continue to ensure its compliance with
the qualification requirements.
The Company has been approved as a VCT by Her Majesty's Revenue
and Customs. To maintain this approval, the Company must comply
with certain requirements on a continuing basis. Prior rules for
earlier investments had lower limits, however the current limits
require that within three years from the effective date of
provisional approval or later allotment at least 80% of the
Company's investments must comprise qualifying holdings. For
accounting periods ending on or after 6 April 2018, 70% of these
investments must be in eligible Ordinary Shares in all cases This
investment criterion continues to be met.
FCA Regulation
On 22 July 2014 Triple Point VCT 2011 plc registered with the
Financial Conduct Authority as a small Alternative Investment Fund
Manager ("AIFM") under the AIFM Directive.
Exit Programme
The Company and Investment Manager continue to be committed to
ensuring a timely exit and return of funds to B Class Shareholders
as soon as practicable. The Investment Manager has a strong track
record in managing such exits.
Although the initial mandate for the A Share Class was to hold
the hydro investments for up to 16 years, the Board put forward a
proposal to proceed with a disposal of the A Share Class Assets,
following which a substantial part of the Hydro Assets has been
sold. The Board are continuing to consider potential disposal
options of its remaining interest in Shenval; please refer to the
Chair's Statement on pages 7 to 15 and Investment Manager's Review
on pages 30 to 41 for further information.
Principal Risks and Uncertainties and Emerging Risks
The Directors seek to mitigate its principal risks by regularly
reviewing performance and monitoring progress and compliance. In
the mitigation and management of these risks, the Directors carry
out a robust assessment of the Company's emerging and principal
risks , including those that would threaten its business model,
future performance, solvency or liquidity and reputation.
The main areas of risk identified by them, along with the risks
to which the Company is exposed through its operational and
investing activities, are detailed below. The Board maintains a
comprehensive risk register which sets out the risks affecting both
the Company and the investee companies in which it is invested. The
risk register is updated at least twice a year and reviewed by the
Audit Committee to ensure that procedures are in place to identify
principal risks and to mitigate and minimise the impact of those
risks should they crystallise.
The risk register is also reviewed and updated to identify
emerging risks, such as any climate related risks, and to determine
whether any actions are required. This enables the Board to carry
out a robust assessment of the risks facing the Company, including
those risks that would threaten its business model, future
performance, solvency or liquidity. As it is not possible to
eliminate risks completely, the purpose of the Company's risk
management policies and procedures is to identify and manage risks,
reducing possible adverse impacts.
The Company does not consider Brexit to continue to be a
principal or emerging risk as the Company invests into UK-based
companies insulating it from any potential future deals negotiated
with the EU, and because of the certainty from the Brexit deal
reached at the end of 2020. The Company has removed the Covid-19
risk due to the transition to "living with Covid-19", the
government's plan which has lifted restrictions and therefore its
consequential impact on the economy.
Details of the Company's internal controls are contained in the
Corporate Governance section on pages 56 to 57 and further
information on exposure to risks including those associated with
financial instruments is given in note 17 of the financial
statements.
VCT Qualifying Status Risk The Company is always required to
observe the conditions laid down in the Income Tax Act 2007 for the
maintenance of approved VCT status. The loss of such approval could
lead to the Company losing its exemption from corporation tax on
capital gains, to investors being liable to pay income tax on
dividends received from the Company and, in certain circumstances,
to investors being required to repay the initial income tax relief
on their investment.
Mitigation: The Investment Manager keeps the Company's VCT
qualifying status under continual review and reports to the Board
at Board Meetings. The Board has appointed Philip Hare &
Associates LLP to undertake an independent VCT status monitoring
role. Any new Venture investments are reviewed by legal advisers,
and their opinion sought on whether the investment is likely to be
a qualifying investment.
Investment Risk the Company's VCT qualifying investments will be
held in small and medium-sized unquoted investments which, by their
nature, entail a higher level of risk and lower liquidity than
investments in large, quoted companies. This could make it
difficult to realise investments in line with the relevant
strategy.
Mitigation: The Directors and Investment Manager aim to limit
the risk attached to the portfolio by careful selection and timely
realisation of investments, by carrying out rigorous due diligence
procedures and by maintaining a spread of holdings in terms of
industry sector and geographical location. The Board reviews the
investment portfolio with the Investment Manager on a regular
basis. Where possible, a member of the Investment Manager team
holds a seat on the board of the portfolio companies. This enables
the Investment Manager to observe and offer guidance to the
portfolio company when and where this may be required. TPIM has
developed a wide industry network and strong pipeline which is
reviewed quarterly by the Board. The Venture Fund aims to mitigate
some of the risks typically associated with venture capital
investing by proactively working with businesses with the potential
for high growth that are actively solving problems for established
corporates, increasing their chances of success, as set out in
further detail on pages 32 to 37.
Financial Risk as a VCT the Company is exposed to market price
risk, credit risk, fair value risk, liquidity risk, inflation risk
and interest rate risk. As most of the Company's investments will
involve a medium to long-term commitment and will be relatively
illiquid, the Directors consider that it is inappropriate to
finance the Company's activities through borrowing, other than for
short-term liquidity.
Mitigation: The key elements of financial risk are discussed in
more detail in note 17. At the reporting date, the Company had no
borrowings and substantial cash on the balance sheet.
Failure of Internal Controls Risk the Board regularly reviews
the system of internal controls, both financial and non-financial,
operated by the Company and the Investment Manager. These include
controls designed to ensure that the Company's assets are
safeguarded and that proper accounting records are maintained.
Mitigation: The Board maintains a risk register which sets out
the risks affecting both the Company and the investee companies in
which the Company is invested. This risk register is reviewed and
updated at least twice a year to ensure that procedures are in
place to identify the principal risks which may affect the Company
and its portfolio companies, mitigate, and minimise the impact of
those risks should they crystallise and to identify emerging risks
and to determine whether any actions are required. This enables the
Board to carry out a robust assessment of the risks facing the
Company, including those risks that would threaten its business
model, future performance, solvency or liquidity and
reputation.
Emerging Risks
Climate Change and related legislation
Taking into account the potential impact of climate change and
any related legislation which may be enacted in respect of meeting
the UK's climate change targets, an assessment of the key risks for
each share class has been considered.
If a change in Government renewable energy policy were applied
retrospectively to current operating projects including those in
the A Share Class this could adversely impact the market price for
the Hydro Assets or the value of the green benefits earned from
generating renewable energy. Further, performance of the remaining
Hydro Assets may be adversely affected by lower or more
concentrated rainfall in Scotland. Nevertheless, the Hydro Assets
continue to perform well, and as such performance will continue to
be monitored closely. In respect of the B Share Class, whilst
increased penetration of battery energy storage systems may lead to
increased competition with gas fired energy centre assets in the
flexible generation market, they have the advantage of not having
to be charged so may be likely to still have its place from a
security of supply perspective. Related climate change policy risk
may include increased carbon costs such as potential removal of the
UK ETS exemption that both gas fired energy centre assets currently
benefit from (by way of being below the 20MWth capacity
threshold).
As the Company has sold a substantial part of its Hydro Assets
and is exploring disposal options for the gas-fired energy centre
assets, the emerging risk of climate change and related legislation
has somewhat reduced. Climate Change or related legislation is
unlikely to have a major impact on the Venture Share Class by the
nature of its investments and diversification of its portfolio.
Ukraine-Russia War (new)
In late February 2022, Russia began an invasion of Ukraine with
devastating consequences for the country's citizens and major
implications for wider humanity, the global economy and capital
markets. The Company does not have any direct exposure to Russia,
however, the Company is monitoring the potential wider
macroeconomic consequences on the Company and its investee
companies closely, including energy price volatility and further
sanctions. Please refer to pages 30 to 41 of the Investment
Managers review, which illustrates the wider effects of the
Ukraine-Russia war on the Company and its investments.
Going Concern
The Company's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Investment Manager's Review. The Company faces a
number of risks and uncertainties, as set out above.
The Company's going concern position is discussed in more detail
in note 2 to the financial statements. The Directors have a
reasonable expectation that the Company has adequate resources to
continue in operational existence for the next five years..
Accordingly, they continue to adopt the going concern basis in
preparing the financial statements.
The Financial Risk Management objectives and policies of the
Company, including exposure to price risk, interest rate risk,
credit risk and liquidity risk are discussed in note 17 to the
nancial statements.
The Company continues to meet day-to-day liquidity needs through
its cash resources and income from its investment portfolio. The
Company's revenue comes predominantly from its remaining A Share
Class investment in Shenval. The revenue is contractual, with
inflation linked FiT income and Export income from a recently
signed 12-month PPA. We have experienced minimal disruption to
these revenue streams as a result of Covid-19. The Company also
continues to raise funds into the Venture Share Class and at the
reporting date the Company had cash of GBP5.34 million. A further
GBP11.2 million has been raised since the reporting date. This cash
is more than sufficient to enable the Company to continue as a
going concern for the foreseeable future.
The Company had net current assets of GBP5.24 million (2021:
GBP5.49 million) and had cash balances of GBP6.25 million (2021:
GBP5.45 million) (this does not include cash balances held within
investee companies), which are suf cient to meet current
obligations as they fall due. The Company has subsequently raised
circa GBP11.2 million post year end considerably increasing the
Company's cash runway.
The major cash out ows of the Company continue to be the payment
of dividends to Shareholders, costs relating to the acquisition of
new assets, and management fees due to the Investment Manager. With
dividends and acquisition costs being discretionary, in a time of
stress, the Investment Manager may allow the Company to defer
payment of management fees.
The Directors have reviewed cash flow projections which cover a
period of at least 12 months from the date of approval of this
report, which show that the Company has suf cient nancial resources
to continue in operation for at least the next 5 years.
Accordingly, the Directors continue to adopt the going concern
basis in preparing the nancial statements.
Viability Statement
The AIC's Code of Corporate Governance requires the Board to
assess the Company's viability over an appropriate period, the
Directors have assessed the prospect of the Company over a longer
period than 12 months required by the Going Concern provision.
The Board conducted this review for a period of five years,
which was considered to be an appropriate time horizon, as
investors in VCTs are required to hold their investment for a
period of five years in order to benefit from the associated tax
reliefs.
The Board has determined that five years up to 28 February 2027,
is the maximum timescale over which the future position of the
Company can be forecast with a material degree of accuracy and
therefore is the appropriate period over which to consider the
viability.
In order to assess this requirement, the Board regularly
considers the Company's strategy and considers the Company's
current position. The Board has carried out a robust assessment of
the principal and emerging risks, including those that would
threaten the Company's business model, future performance, solvency
or liquidity and reputation. Consideration has also been given to
the Company's reliance on, and close working relationship with, the
Investment Manager. This has enabled the Directors to state that
they have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the period of their assessment.
The Board has considered both the Company's long-term and
short-term cash flow projections and considers these to be
realistic and reasonable.
More information on the principal risks of the Company is set
out on pages 24 to 25.
To provide this assessment the Board has considered the
Company's financial position and ability to meet its expenses as
they fall due as well as considering longer-term viability:
-- the expenses of the Company are predictable and modest in
comparison with the assets and there are no capital commitments
foreseen which would alter that position;
-- the Company has no employees, only Non-Executive Directors,
and consequently does not have redundancy or other employment
related liabilities or responsibilities;
-- most of the Company's investments will involve a medium to
long-term commitment and will be relatively illiquid but the Board
reduces the risk as a whole by careful selection and timely
realisation of investments;
-- the Directors will continue to monitor closely changes in the
VCT legislation and adapt to any changes to ensure the Company
maintains approval. The Directors have appointed an independent
adviser to undertake the VCT status monitoring role; and
-- the Directors have considered the ongoing and future effects
of the Covid-19 pandemic and the Ukraine-Russia war on the Company
and its longer-term viability. More detail on this is included in
the Principal Risks and Uncertainties section on pages 22 to
25.
Based on the results of this review, the Directors have a
reasonable expectation that the Company will be able to continue
its operations and meet its expenses and liabilities as they fall
due over the period of their assessment.
Section 172(1) Statement
The following disclosure describes how the Directors have had
regard to the matters set out in Section 172(1)(a) to (f) when
performing their duty under Section 172 and forms the directors'
statement required under Section 414CZA of the Act.
This section describes how the Board engages with its key
stakeholders, and how it considers their interests when making its
decisions. Further, it demonstrates how the Board takes into
consideration the long-term impact of its decisions, and its desire
to maintain a reputation for high standards of business
conduct.
Stakeholder Engagement
This section describes how the Board engages with its key
stakeholders, how it considers their interests and the outcome of
the engagement when making its decisions, the likely consequences
of any decision in the long-term, and further ensures that it
maintains a reputation for high standards of business conduct.
Stakeholder Importance Board Engagement
Shareholders Continued Shareholder The Board is committed to maintaining
support is critical open channels of communication with Shareholders.
to the sustainability
of the Company and Formal updates are provided to Shareholders
the delivery of its on a quarterly basis or as part of the
strategy. Annual or Interim Reports, and the Board
and the Investment Manager will also
respond to any written queries made by
Shareholders during the course of the
year. The Chair provides feedback to
the Board and is responsible for providing
a clear understanding of the views of
Shareholders to the Board. The Board
recognises the importance of providing
strong financial returns to Shareholders
and the eligible tax benefits under VCT
tax legislation and takes this into consideration
when making investments into and from
investee companies, approving offers
for subscription and declaring dividends.
Annual General Meeting ("AGM") and General
Meetings ("GM)
The Board continues to engage with Shareholders
through its Annual and Interim Reports,
RNS communications, and encourages Shareholders
to attend AGMs where possible.
The Board further engages with Shareholders
to understand their views on particular
items that impact the Company's strategy,
which during the year included an additional
A Share Class Meeting that took place
to consult Shareholders on disposal of
the remaining A Share Class assets.
------------------------------- ----------------------------------------------------
Investment The Investment Manager's The Board has delegated the authority
Manager performance is critical for the day-to-day running of the Company
to the Company to to the Investment Manager. The Board
enable it to successfully then engages with the Investment Manager
deliver its investment in reviewing, setting, approving and
strategy and meet overseeing the execution of the Investment
its long-term investment Policy and strategy of the Company.
objectives of capital
growth and tax-free The Investment Manager attends both Board
dividends. and other committee meetings to update
the Board on the performance of the Company
and its portfolio. At each quarterly
Board meeting, a review of financial
and operating performance of the Company
and its investments is undertaken, including
a review of legal and regulatory compliance.
The Board also reviews other areas including
the Company's strategy; key risks; corporate
responsibility; compliance and legal
matters.
------------------------------- ----------------------------------------------------
Investee The Company via its For Venture investments, we maintain
companies Investment Manager regular contact with Venture portfolio
has important relationships companies, and where appropriate, sit
with individuals responsible on the Board of the portfolio companies.
for the maintenance Performance reports are provided to the
and performance of investee company boards, largely on a
its investee companies. monthly basis.
As part of achieving
its investment objectives, For the A and B Shares TPIM obtains monthly
the Company may provide operational reports from the Operation
debt funding to investee & Maintenance ("O&M") providers. Site
Companies and so may visits are undertaken at least annually
have debtor relationships by representatives from the Investment
. Manager including the Investor Directors
and portfolio management team. The Investment
Manager is in regular contact with the
O&M providers. Management accounts and
performance reports are provided to the
Directors of investee companies on a
quarterly basis.
------------------------------- ----------------------------------------------------
External To function as a VCT The Company has a number of service providers
Service with a premium listing which include the Investment Manager
Providers on the London Stock and Company Secretary, Registrar, Legal
Exchange, the Company Advisers, VCT Compliance Adviser and
relies on external the Auditor.
service providers
for support in meeting The Board has regular contact with the
all relevant obligations. two main service providers, the Investment
Manager and the Company Secretary , through
These service providers quarterly Board meetings and more regular
are fundamental to discussions with the Board.
ensuring that the
Company meets the
high standards of
conduct that the Board
sets.
------------------------------- ----------------------------------------------------
Community The Directors recognise The Board encourages the responsible
that the long-term investment ethos of The Investment Manager.
success of the Company The Board is cognisant of the impact
is linked to the success of the Company's operations and of the
of the communities companies in which it invests and believes
in which the Company, that its investment activities have many
and its investee companies, positive benefits beyond the returns
operate. delivered for Shareholders.
------------------------------- ----------------------------------------------------
Regulators The Company can only The Company engages an external adviser
operate with the approval to report on its compliance with the
of its regulators. VCT rules.
------------------------------- ----------------------------------------------------
Principal Decisions
Below are the principal decisions made or approved by the
Directors during the year. In taking these decisions, the Directors
considered their duties under Section 172 of the Act. Principal
decisions have been defined as those that have a material impact to
the Company and its key stakeholders, as defined above.
Disposal of Assets
During the year, a substantial part of the Hydro Assets in the A
and B Share Classes were sold.
The decision followed engagement with A Share Class holders at
an A Share Class Meeting held on 29 July 2021 at which A Share
Class holders voted over 99% in favour of selling the hydroelectric
power assets within the A Share Class.
At the 12 July 2021 AGM, there was an overwhelming vote in
favour of the disposal of the B Share Class assets. However, the
resolution failed to carry as an insufficient number of votes were
cast.
Dividends
The Company declared dividends during the year to A Share Class
holders of 36.50 pence per share and a Venture Share Class dividend
of 3 pence per share. This decision represented the culmination of
a significant return of net proceeds of sale to A Share Class
holders, taking total distributions to 106.50 pence per share.
Following the year-end, a dividend of 10 pence per share was paid
to B Share Class holders on 31 March 2022. Consideration was given
to the reserve position of the Company to be able to facilitate
these distributions.
Investments
During the year, the Company made 11 new qualifying Venture Fund
investments and nine follow-on investments into existing portfolio
companies. The Directors considered that each investment could
generate significant long-term capital growth for Shareholders,
whilst enabling investors to take advantage of the substantial tax
reliefs available to investors in VCTs. When approving the proposed
acquisitions, the Board considered the exit assumptions and
valuation justification of the investee companies in addition to
considering the societal impact of each investment. The Directors
further considered the first cash exit of Credit Kudos at an over
5x return multiple.
Strategic Report
Investment Manager's Review
Sector Analysis
The unquoted investment portfolio can be analysed as
follows:
Electricity
Generation SME Funding
Content Total
Industry Cyber & Hydroelectric Gas Hydroelectric Unquoted
Sector Fintech Middleware Health Logistics Insuretech Proptech Security HR RevOps Education Design Power Power Power Other Investments
--------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- -------------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- ---------
Investments
at
1 March 2021
--------------- --------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- -------------- --------- -------------
A shares - - - - - - - 4,887 - - - 4,887
B shares - - - - - - - - 2,969 1,005 - 3,974
Venture
Shares 2,437 500 1,014 650 975 1,423 700 465 - 176 150 - - - 485 8,975
--------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- -------------- --------- -------------
Total
Investments 2,437 500 1,014 650 975 1,423 700 465 - 176 150 4,887 2,969 1,005 485 17,836
--------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- -------------- --------- -------------
Investments
made
during the
period
--------------- --------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- -------------- --------- -------------
Venture
Shares 2,232 1,812 1,421 1,250 900 50 150 750 224 200 - - - - - 8,988
-------------
Total
additions 2,232 1,812 1,421 1,250 900 50 150 750 224 200 - - - - - 8,988
-------------
Investments
disposed
of during the
period
--------------- --------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- -------------- --------- -------------
A shares - - - - - - - (4,295) - - - (4,295)
Total
disposals - - - - - - - (4,295) - - - (4,295)
---------
Investment
revaluations
during the
period
--------------- --------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- -------------- --------- -------------
A shares - - - - - - - (58) - 233 175
B Shares - - - - - - - - - 91 91
Venture
Shares 4,074 1,841 2,207 (151) (669) (380) (120) 239 - 176 (30) - - - - 7,187
-------------
Total
revaluations 4,074 1,841 2,207 (151) (669) (380) (120) 239 - 176 (30) (58) - 324 - 7,453
-------------
Investments
at
28 February
2022
--------------- --------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- -------------- --------- -------------
A Shares - - - - - - - - - - - 533 - 233 - 766
B Shares - - - - - - - - - - - - 2,969 1,096 - 4,065
Venture
Shares 8,743 4,153 4,642 1,749 1,206 1,093 730 1,453 224 553 120 - - - 485 25,151
8,743 4,153 4,642 1,749 1,206 1,093 730 1,453 224 553 120 533 2,969 1,329 485 29,982
Unquoted
Investments
% 29.16% 13.85% 15.48% 5.83% 4.02% 3.65% 2.43% 4.85% 0.75% 1.84% 0.40% 1.78% 9.90% 4.43% 1.62% 100.00%
--------- ----------- --------- ---------- ----------- --------- ---------- --------- --------- ---------- --------- -------------- --------- -------------- --------- -------------
Investment Manager's Review
We have pleasure in presenting our annual review for the year
ended 28 February 2022.
This was the third year for the Company's Venture Fund, and
during the year we have successfully raised an additional GBP11.6
million after costs. During that period we have deployed a further
GBP5.9 million into 11 new portfolio companies and participated in
nine follow-on funding rounds for existing portfolio businesses. In
addition we have sold a substantial part of the Hydro Asset
portfolio in the A and B Share Class, returning the net proceeds to
Shareholders. Further information on the next steps for the A and B
Share Class assets are set out below and in the Chair's Statement
on page 12 to 14.
Although we were very fortunate to be able to operate
effectively with remote and home working through the Covid-19
restrictions, we were excited to see a return to the office for our
staff to bring everyone back together again. Nevertheless, we saw
the benefit of staff being able to work from home, and as such, we
currently operate with employees working 50% of their time in the
office and 50% at home.
Continuing intense concerns about Covid-19 at the start of this
period have quickly morphed into concerns around the wider
macroeconomic effect of the ongoing Ukraine-Russia war. We have
been active in providing what support we can for the Venture
portfolio companies that have developers based in countries
impacted by the conflict. There are four portfolio companies that
had one or more software development team members (often as
contractors rather than employees) based in Ukraine when the
Ukraine-Russia war began. In each case this has been managed by
being tolerant of the very difficult situation people have found
themselves in, offering support to team members in many cases
through paying for accommodation and leveraging alternative
outsourced development resource in other locations such as
Portugal, India, Poland and the UK . Most of the development
resource based in Ukraine is now regularly back online and back-up
contingency plans have been implemented. We are fortunate that the
majority of our revenues are recurring and therefore this limits
the impact to us, but we are monitoring developments closely.
The net cash outflow to Shareholders for the year was GBP4.2
million. However, after the year end, the Company allotted an
additional GBP11.2 million under the latest Venture Fund offer for
subscription, meaning that the Company and the Venture Fund remain
well capitalized to take advantage of new investment
opportunities.
Venture Fund
The year under review was the third for the Venture Fund. After
the challenges of the prior year, when Covid-19 and the associated
lockdowns were to the fore, the year to February 2022 has been one
of significant progress for the share class in terms of investor
returns, the size of the Fund and capital deployment.
Importantly, the Fund's net asset value per share rose from
93.26 pence at the beginning of the year to 113.55 pence. This
represents a total return of 119.55 pence per share, with 6 pence
per share dividends having been paid to date. This was despite the
overall scale of the Fund growing considerably over the period from
GBP14.2 million of net assets at the start of the financial year to
GBP30.0 million as at 28 February 2022. Last July's 3 pence per
share dividend payment was the second dividend for the share class,
following a similar distribution in the summer of 2020, and
fulfilling intentions set out in our investor communications.
Triple Point's Venture team continued to make good progress in
deploying the Venture Fund's liquidity during the year, by
completing 11 new qualifying investments plus nine follow-on
investments into a diverse range of sectors spanning logistics
management software to telemedicine and student finance. The
portfolio now consists of 31 qualifying companies.
A year ago, we were still somewhat focused on the impact of
Covid-19 on the portfolio. The Fund benefited from being a
relatively young fund going into the Covid-19 pandemic and given
the Fund's focus on business-to-business software innovation, there
was relatively little exposure to the sectors that were more
impacted by Covid-19 such as travel and hospitality. The change or
acceleration in some societal dynamics over the last 18 months have
provided positive opportunities for some portfolio companies. These
included, for example, HeyDoc, where their health sector software
includes easy facilitation of video calls for medics and remote
access to patient records, and Ably Realtime, whose solutions for
reducing data latency continued to be in strong demand as the world
went digital.
In the event, those two companies were amongst the nine
portfolio businesses that completed successful new fundraises in
the period under review, at valuations which were higher than when
the Fund had originally invested in 2019 and 2020. Several of those
funding rounds were at significantly higher valuations; notably
Ably and Quit Genius, both of which had Series B funding rounds led
by international venture capitalists, and Vyne Technologies which
raised a Seed extension round, its second up-round since the
Venture Fund invested. The Investment Manager believes that it will
usually be in the Venture Fund's best interest to participate,
where possible, in follow-on rounds of investee companies which
have operational momentum and are attracting interest from new,
later stage, investors, as these three did.
Given the Venture Fund's valuation policy these notable
portfolio successes contributed to the uplift in NAV over the
period. Also contributing was the Fund's first cash exit - that of
open-banking credit referencing specialist Credit Kudos for an over
5x return multiple just two years after the investment was made.
While Credit Kudos's sale did not complete until shortly after the
period under review, the exit looked likely before year-end and
gains from it have been included in this year-end Venture NAV.
We should also note that the uplift in NAV is net of several
fair value movements made against the valuation of Venture Fund
holdings during the year. This is largely attributable to uplifts
in Ably Real Time Ltd, Vyne Technologies Ltd, Quit Genius and
Credit Kudos which was sold post year-end. To reiterate a point in
the Chair's statement, while none of the Venture Fund's portfolio
companies have failed, the failure of some investments is an
inevitable part of venture investing.
As noted earlier, nearly all of the portfolio companies are
following a business to business (B2B) commercial model but with a
sector-agnostic view resulting in the Fund's portfolio being active
across a range of sub-sectors. The most active sub-sectors for
deployment during the period were Fintech, where GBP2.2 million was
deployed, Middleware, GBP1.8 million and Health-tech, GBP1.4
million. At the end of the year the largest sub-sectors in terms of
portfolio value were again Fintech, Health-tech and Middleware.
Fintech is a sector where TPIM has particular experience and the
portfolio includes companies with software addressing bank data
management, SME banking and accounting, e-commerce payments, SME
insurance and invoice settlement systems.
The Fund looks to maximise Shareholder returns by investing in
innovative early-stage businesses, typically at the point where
they have achieved some market validation with one or more
contracts secured with a corporate customer. The core investment
focus for the Fund has thus been Seed-stage investing, which
typically involves companies that have established that there is
demand for the core product with their initial customer base and
are raising funds to drive product and sales development that will
take revenues to the next level. Around GBP5 million was deployed
into Seed-stage businesses in the year. GBP1 million of funds was
also deployed into a spread of pre-Seed businesses, and over GBP2
million into slightly later stages Series A opportunities. As
mentioned, this year was the first that two portfolio companies had
Series B stage funding rounds, which the Venture Fund participated
in with GBP1.4 million of funding,
Many of the businesses that the Fund invests in will involve the
use of new technology and would be classified as
"knowledge-intensive" by HMRC rules, very much the types of
innovative UK businesses that the government wishes to see backed
by VCT capital which allows investors to benefit from substantial
tax reliefs. Such investing comes with risks to capital, some of
which we aim to mitigate by focusing investment on businesses that
are actively solving significant problems for commercial customers.
We call this the Challenge-led approach to building a portfolio of
Qualifying Investments capable of generating significant long-term,
tax-free capital growth.
A snapshot of the companies the Venture Fund has invested into
during the year is set out on pages 35 to 37.
More detail on the Challenge-led approach in action can also be
seen over the page.
Knok Healthcare
What does the company do?
Knok Healthcare is a telemedicine solution that provides virtual
consultations through a combination of triage, scheduling, record
keeping, and integration with healthcare providers. Knok
Healthcare's product, Panacea, aims to be the reference white label
provider for virtual consultations. Panacea incorporates clinical
support for both patient and clinician which integrates seamlessly
into the existing patient journey and connects with enterprise
systems. Knok's mission is to contribute to universal access to
healthcare, connecting doctors and patients through easy-to-use
technology.
Problem being solved
Medical insurers are not set up to offer a direct telemedicine
offer, nor to do so globally. Telemedicine providers are generally
branded, local, are not able to integrate with legacy systems, and
depend on downloading specific software. Healthcare providers often
have a network of doctors but lack the technology to offer video
consultations. They are looking for an easy to implement video
conferencing solution.
Company solution
Knok offers a white-labelled SaaS video consultation solution to
insurers and healthcare providers without the need for these
companies to change their workflow. Knok takes care of everything
from onboarding, training, white-labelling, and the product,
Panacea, includes scheduling and payments solutions. Panacea also
has the benefit of being able to integrate with any legacy systems
where those systems are able to communicate with a third-party
system through APIs.
Ryde
What does the company do?
Ryde provides a fully integrated delivery management platform
combining the best of fleet management software, third-party
logistics software and a flexible workforce to e-commerce companies
requiring deliveries, enabling these companies to more effectively
manage demand by supplementing their own fleet with third-party
fleets and Ryde's own fleet of riders.
Problem being solved
Consumers now have high expectations for rapid and flexible home
delivery. These expectations are not consistently being met because
businesses have neither adequate technology nor adequate fleets to
respond to this consumer demand. What's more, existing delivery
drivers are often disenfranchised and exploited.
Company solution
Ryde helps businesses of any size seamlessly blend internal and
outsourced delivery workforces. Its solution includes a fully
integrated platform that allows delivery companies to onboard and
verify riders, manage internal and external fleets, track jobs
through live route mapping and pay riders, transparently display
pricing for jobs and send messages to riders. The product also
offers a supplementary fleet of riders to help their customers meet
spikes in demand. Riders receive better treatment, fairer pay, more
certainty of earnings, and more transparency of prices per
job/shift. The company's vision is to enable smaller high street
retailers to compete while increasing the efficiency of delivery
for the larger e-commerce players.
Offer for subscription
The Venture Fund share class is still a relatively new member of
the VCT sector but has been able to take advantage of a
differentiating Seed-stage B2B strategy discussed above as well as
continued buoyant conditions for VCT fund raising generally to grow
the size of the new fund raise both in 2021 and 2022.
A third Venture Fund offer for subscription closed on 20 August
2021 having raised GBP10.70 million and the fourth offer for
subscription opened in September 2021. The Company currently has a
Venture Fund offer for subscription open to new investors. This new
offer had a promising start with 3,357,563 Venture Shares allotted
under the fourth offer for subscription to December 2021, raising
GBP3.7 million. Following the February 2022 year end, the Company
allotted an additional 9,973,377 Venture Shares raising GBP11.2
million, this takes the total number of Venture Shares in issue to
36,418,808. In light of this the VCT Board triggered to the
over-allotment facility on 15 March 2022 and subsequently on 1
April 2022, raising the amount that can be raised under the offer
for subscription to GBP15 million and then GBP20 million
respectively, allowing the Fund to meet on-going demand towards the
end of the tax year.
This offer has so far to date resulted in funds being raised in
excess of GBP14.9 million and 13,078,539 new Shares allotted. For
all investments in the 2022/23 tax year, the Offer will remain open
until 29 July 2022 unless fully subscribed at an earlier date. The
Board have the discretion to extend the open offer to 14 September
2022 if required.
A Share Class
The Board, supported by the Investment Manager, put forward a
resolution to dispose of the A Share Class Assets as it was
considered an opportune time to optimise value for Shareholders.
This was on the basis of favourable market conditions, reflecting
low discount rates, scarcity of in demand hydroelectric assets with
inflation-linked Feed-In-Tarriff ("FiT"). Income and demand for
assets with a long c.15 year remaining FiT period. This proposal
received a significant vote in favour at the A Share Class Meeting
on 29 July 2021.
Following this, and as announced on 29 November 2021, the Hydro
Assets in the A Ordinary Share Class, with the exception of
Shenval, were sold for a total consideration of GBP4,245,725. This
sale followed a competitive process, whereby bids were received
from all invited bidders which were some of the leading energy
infrastructure investors in the UK and had a strong understanding
of small-scale run of the river hydroelectric assets. Following an
analysis of the bids, Triple Point Energy Efficiency Infrastructure
plc ("TEEC") were chosen as the preferred bidder with reference to
key criteria of consideration, conditionality of the bid, and
acceptance of share price agreement terms. At the conclusion of the
process, TEEC's final offer was considered the most attractive for
the Company. TEEC is also managed by TPIM, and therefore additional
measures were implemented at the outset and carefully monitored to
manage any potential conflict of interest appropriately, including
the Board obtaining a third-party valuation.
We are very pleased with the outcome of the sale process for A
Shareholders, and the consequential return of the net proceeds of
sale to them. We have now turned our attention to managing the sale
of the remaining A Share Class interest in Shenval and, at the
appropriate time, a resolution for the wind-down and cancellation
of the A Share Class will be put forward to Shareholders. Further
information can be found in the Chair's Statement on page 6 to
15.
Shenval, the remaining minority interest of the A Share Class,
is a hydroelectric scheme in the Scottish Highlands, which has been
commissioned and is operational. Small-scale hydro is highly
efficient, and it remains one of the cheapest forms of renewable
electricity per unit. Shenval continues to benefit from UK
government backed FiT payments based on output and from the sale of
the electricity produced to utilities or other power companies
under power purchase agreements ("PPAs"). Shenval has
underperformed during the 12 months to February 2022 at c.24% below
revenue expectation. The turbine is working well, however, the nine
months to December 2021 were exceptionally dry across the Scottish
Highlands and the site was unable to generate electricity for six
weeks between April and May 2021 due to Scottish and Southern
Electricity grid constraints.
The hydroelectric companies, together with other industry
members and the British Hydropower Association ("BHA") have
continued to lobby the Scottish Government over the last year on
business rates in the hydro sector. However, the assessors have
become entrenched in their position and furthermore appeals against
the 2010 valuations are yet to be resolved and cases from 2017 are
nowhere near consideration. It now looks unlikely that the
assessors are going to relent to reduce valuations for the hydro
sector to bring them into line with other renewable technologies.
The 60% relief introduced by the Scottish Government in 2018 was
extended to 2032 in the 2021 Scottish Budget. Whilst the relief is
welcome and is sufficient to individual schemes, it does not
benefit multiple schemes grouped within a portfolio due to the
post-Brexit State Aid rules. It is therefore unlikely that any
progress will be made until the temporary support has expired.
B Share Class
The Hydro Assets in the B Ordinary Share Class were also sold as
part of the same sale process as set out above within the A
Ordinary Share Class update, for a total consideration of
GBP1,102,722, which enabled Broadpoint 3 Ltd to repay its loan and
a portion of the redemption premium to the Company for
GBP1,096,103.43 in total. We were pleased with the outcome of this
process for B Shareholders, with the majority of net proceeds of
sale, returned to B Shareholders on 31 March 2022, in the form of a
10 pence per share dividend.
The B Share Class remains fully invested with two Qualifying
Investments in companies operating gas fired energy centres. Both
energy centres were commissioned in May 2018 and consist of
containerised gas combustion engines that generate electricity for
onward sale, especially at times when there is high demand for
power.
In respect of Green Peak, further to the update provided in the
Company's 2021 Interim Report, the water ingress issues which
previously caused one of the engines to be offline has now been
resolved and all three engines are fully available. We are also
pleased to report that full insurance coverage, subject to an
excess, has been confirmed by the insurer for both property damage
and business interruption. Whilst the site has underperformed in
respect of energy generation, the strong electricity market has
offset the underperformance with the company achieving gross
profits for the 12-month period to 31 December 2021.
Distributed Generators has also achieved gross profits for the
12-month period to 31 December 2021 largely due to the strong
electricity market which has offset the underperformance of the
engines and lower electricity generation. The company has suffered
from some availability issues, and the site has low redundancy only
having two engines, causing strain on overall availability when
issues arise.
We continue to pursue potential solutions to try to improve both
sites' operation and increase availability. As such, from the
beginning of May 2022, we have transitioned to a new Power
Optimisation company, responsible for the trading and dispatch of
the sites, and a new Operations and Maintenance contractor after
continued underperformance. Over the 2021/22 winter period, the
significantly rising costs of gas put pressure on the European
electricity market, causing prices to increase in line. As a
result, the spark spread, that is, the price of electricity less
the cost of gas, remained positive and in some instances even
widened. Throughout this winter period the companies were able to
remain profitable, despite lower availability and electricity
production than forecast. Toward the end of the period, after the
Ukraine-Russia war began, gas prices remained high. However, high
wind output and warmer temperatures meant that the price of
electricity came off its winter highs. This put pressure on the
spark spread and the number of profitable periods in which the
companies were called to trade accordingly decreased. The companies
do however benefit from a high-priced Capacity Market contract, won
in the 2021 year ahead auctions which helps offset the reduced
trading performance through regular monthly cashflows.
Given the five year holding period has now passed for the B
Share Class under the Company's Investment Policy and with renewed
transaction activity and interest against the backdrop of a strong
electricity market, we are considering disposal options for the gas
companies. A sale of the assets will enable a dividend of the net
proceeds to be paid to B Shareholders; at the appropriate time, a
proposal will be put to Shareholders for the wind-up and
cancellation of the B Share Class.
For the following reasons the valuation of Distributed
Generators and Green Peak has been held at the same carrying value
as the 2021 Annual Report. The carrying values were in line with
the independent report commissioned in early 2021 from an
experienced corporate finance adviser to gauge the market interest
and value attributable to these companies.
The valuation model was first adjusted by actual cash flows to
date and a reduction in the future residual value of the assets at
the end of the life. This was to provide a conservative view on
future decommissioning costs. A reduction in expected project life
to 20 years was then applied, which the companies' Corporate
Finance Advisers, after recently marketing the companies as well as
others over the past years, advised is the current market view on
useful operating life of this asset class. The discount rates used
to value the projects were then adjusted to reflect the reduced
long-term risk of a shorter operating life. Additionally, the
companies' energy market advisers are predicting significant short
term upside on market profitability versus the market analysis at
the time of the independent report commissioned in early 2021. As
well as being future predictions, these strong market prices have
been realised in the second half of the reporting period and will
continue to be captured in the short-term and so the discount rate
of the cash flows has been reduced. After applying all these
changes to the cashflow forecasts, the valuations returned were in
line with prior year carrying value, and the independent report
commissioned in early 2021.
Outlook
While the outlook for the innovation that the Venture Fund and
its portfolio companies pursue remains promising, general economic
uncertainty has increased. Just as many societies and economies
have moved beyond intense concerns about Covid-19 they have
encountered an unsettling cocktail of higher inflation, higher
interest rates and the Ukraine-Russia war .
While the much-discussed spikes in energy and food inflation are
not a significant direct problem for the sorts of digital
businesses that the Venture Fund backs, we should note that
start-ups have already been grappling for two or three years with
the impact of accelerating skilled wage inflation. Finding and
retaining experienced recruits in areas like digital marketing and
software development has become more challenging, and the war in
Ukraine has added to some of that because Kyiv, Minsk and even
Moscow had been sources of remote-working developer talent for some
of our portfolio companies. We have been working with the three
portfolio companies with staff in those locations to see where we
can assist.
Continued competition for human resources through 2022 is likely
to be the main direct inflationary effect on start-ups. More
broadly, economy-wide pressures on the real incomes, as a result of
higher energy costs, cloud the macro outlook and may lead to
corporates as well as consumers to look to trim budgets - that can
present opportunities for software companies as well as a threat.
There is also the less obvious impact from inflation which is that
it is causing an earlier than expected rise in the cost of capital
as central bankers raise interest rates in order to restore
inflation-fighting credibility in the medium term. The effect of
recent rises in government bond yields has already been seen in
lower revenue valuation multiples in the listed software sector and
in time this may be expected to impact the valuations at which
venture capital is raised as well, after what has been a benign few
years for start-up valuations. While this may make it somewhat
tougher for existing portfolio companies to raise money at
significant valuation uplifts, it is an environment in which we
expect the Venture Fund to continue to find compelling new and
follow-on opportunities to deploy what will be significant liquid
resources, following the current successful fund raise and the exit
of Credit Kudos.
Despite the uncertainty from the Ukraine-Russia war, and the
inflationary environment , we believe that the Venture Fund's
portfolio remains well positioned for future growth and that the
recent fund raise stands the share class in good stead to pursue
opportunities as they develop including a growing number of
follow-on funding opportunities as the portfolio grows and
matures.
We are very pleased with the outcome of the sale process for A
Shareholders, and the consequential return of the net proceeds of
sale to them. We have now turned our attention to managing the sale
of the remaining A Share Class interest in Shenval and, at the
appropriate time, a resolution for the wind-down and cancellation
of the A Share Class will be put forward to Shareholders. Further
information can be found in the Chair's Statement on pages 7 to
15.
Given the five-year holding period has now passed for the B
Share Class and with renewed transaction activity and interest
against the backdrop of a strong electricity market, we are
considering disposal options for the gas companies. A sale of the
assets will enable a dividend of the net proceeds to be paid to B
Shareholders; at the appropriate time, a proposal will be put to
Shareholders for the wind-up and cancellation of the B Share
Class.
Ian McLennan
Partner
For Triple Point Investment Management LLP
27 May 2022
Responsible Investing
Investment Manager commitment to responsible investment
Triple Point is founded on the principle of people, purpose and
profit. The manager strives to identify and unlock investment
opportunities that have purpose, so we can help people and planet,
while generating profit for investors.
In line with this business mission and the commitment to
responsible investment, Triple Point has applied to become a B
Corporation (status pending). Certified B Corporations are
businesses that meet the highest standards of verified social and
environmental performance, public transparency, and legal
accountability to balance profit and purpose.
In 2019, Triple Point became a signatory to the Principles for
Responsible Investing ("PRI"), to demonstrate best practice in
investor Environmental, Social and Governance (ESG) integration and
guide continued improvement. Triple Point seeks to promote these
principles throughout its business, and they are reflected in its
Sustainable Business Objectives document. These principles ensure
all investment processes have sound and appropriate integration of
ESG practice and are overseen by the Triple Point Sustainability
Group. This means investment teams are aware of, and can make
informed investments decisions about, key ESG risks and
opportunities.
Triple Point's overall commitment to sustainable business and
approach to ESG within our investment strategies is captured in the
Sustainable Business Policy, which is overseen by the Triple Point
Sustainability Group. This Group comprises senior partners and
managers from across Triple Point, who meet monthly. The Group is
chaired by Triple Point's co-Managing Partner Ben Beaton. Also
reporting to this Group are the Sustainable Investment Sub-group
which comprises senior investment team members from across Triple
Point. The Group share best practice and learning in sustainability
and ESG integration from across the business acting as source of
sustainability insight, collaboration and review which stretches
across the entire business.
In the view of the Sustainability Group, successful ESG
integration means:
-- named resource at a strategy level to integrate, monitor and report on ESG issues;
-- integrating ESG considerations throughout investment processes;
-- ensuring decision-making captures ESG risks and
opportunities, learning from decisions and reporting to continually
enhance ESG integration;
-- pro-actively engaging with investors to understand their ESG requirements; and
-- challenging systemic issues which slow uptake of ESG
practices by asking questions, offering alternative solutions, or
engaging at a policy level.
ESG Integration Approach for Triple Point VCT 2011 PLC
The assets within the Company are aligned with a range of
international standards and good industry practice, including the
UK Bribery Act, UK Companies Act and the UK Modern Slavery Act.
The Investment Manager has also implemented ESG Integration
processes specifically associated to the needs of understanding ESG
risk and opportunity for small, seed companies.
We place proportionate expectations on the Company, across a
range of environmental, social and governance factors according to
the sector, size, stage of growth, and future growth and
development trajectory of the Company.
It is the Investment Manager's belief that retrofitting a
sustainable business mindset and model, can be time consuming and
challenging further down the line. We invest for growth and so we
take a considered judgement that these issues could come to bear
during ownership or at exit, if they are not considered at the
point of investment.
To ensure the effective and consistent application of this
approach, the Investment Manager operates an ESG Integration Policy
which details how ESG considerations are taken into account
throughout the investment process, from the point of origination to
exit.
1. Management (Culture, Capacity & Governance) - this refers
to the allocation of appropriate resourcing, training and senior
support to ESG integration. It demonstrates Triple Point's actions
have integrity aligned with the strategic position of the Company
and oversight from senior management. Examples of which
include:
a. training across our investment team on ESG;
b. training of our Investment Committee on ESG; and
c. Providing greater transparency on our approach to ESG.
2. Investment (Process & Reporting) - this refers to action
taken in the investment process to assess and improve ESG factors
affecting the target asset, how these might affect an investment
decision and how we capture decisions and changes to ESG factors
during our asset ownership. Examples of which include:
a. formal reviews by the team of ESG trends and topics at a
micro, macro and sector level to feed into origination process;
b. ESG due diligence process with results included at Investment Committee; and
c. sharing areas of weakness, with constructive guidance on how
to progress so Company awareness on a range of ESG issues develops
with ownership.
The strategy also explicitly states they will not invest in
adult content, gambling (excluding charitable lotteries funding
good causes or raising funds), animal testing, arms trade and
tobacco.
We are committed to evaluating the success of our
approaches.
Our investment teams report to our Sustainability Group through
an annual review process to ensure adherence to the process and to
share detail on where we believe we have influenced better or
faster progress towards greater sustainability.
The aim of Triple Point VCT 2011 plc is to invest in smaller UK
businesses to help them grow, with the primary objective of
delivering strong financial returns. However, the Company and the
Investment Manager are increasingly mindful of the impact, that our
activities and those of the businesses in which we invest have not
just on the environment, but also their employees, communities, and
society at large.
The Company believes that its investment activities have many
positive benefits beyond the returns we deliver for Shareholders.
In the case of the Venture fund investments, these businesses help
create new employment, develop and implement new technologies and
products, and improve productivity all of which contribute to the
UK economy and have benefit to those employed in those businesses
and their supply chains.
During the year we invested in a number of businesses with a
positive social contribution, including in healthcare: Quit Genius
- an addiction management platform; Knok Healthcare - a
telemedicine video-conferencing solution that helps reduce hospital
waiting times; and in education: Stepex - a company that helps
people fund further education; and Learnerbly - a learning and
development platform for corporate employees.
During the Covid-19 pandemic, a number of our companies provided
their services for free, including Heydoc, who provided free video
consultations and Credit Kudos, who developed a product that
demonstrate to government agencies whether people qualified for
support programmes.
During the Ukraine-Russian war, which began in late February
2022, Triple Point created a war relief fund which was offered to
all Ukrainian developers in our portfolio companies in order to
contribute to their costs for transport out of Ukraine, short-term
rental payments and other relevant expenses.
Investment Portfolio Summary
Qualifying holdings
Investment Portfolio 28 February 2022 29 February 2021
---------------------------------------- ----------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying holdings 23,274 75.09 28,169 77.76 17,500 71.64 16,348 70.20
Non-Qualifying holdings 1,476 4.76 1,813 5.00 1,475 6.04 1,488 6.39
Financial assets at fair value
through profit or loss 24,750 79.85 29,982 82.76 18,975 77.68 17,836 76.59
Cash and cash equivalents 6,246 20.15 6,247 17.24 5,451 22.32 5,451 23.41
30,996 100.00 36,229 100.00 24,426 100.00 23,287 100.00
========= ======== ========= ======== ========= ======== ========= ========
Qualifying Holdings
Unquoted
Venture Investments
Degreed Inc. 300 0.97 533 1.47 300 1.23 315 1.35
Augnet Ltd 300 0.97 - - 300 1.23 150 0.64
MWS Technology Ltd 150 0.48 353 0.97 150 0.61 177 0.76
Counting Ltd (t/a Counting
Up) 920 2.97 835 2.30 920 3.77 1,044 4.48
Ably Real Time Ltd 1,312 4.23 3,153 8.70 500 2.05 500 2.15
Heydoc Ltd 760 2.45 1,374 3.79 400 1.64 400 1.72
Vyne Technologies Ltd 1,127 3.64 3,725 10.28 560 2.29 894 3.84
Homelyfe Limited (t/a Aventus) 700 2.26 - - 500 2.05 475 2.04
Digital Therapeutics Inc (t/a
Quit Genius) 1,245 4.02 2,755 7.60 698 2.86 614 2.64
Adfenix AB 799 2.58 673 1.86 799 3.27 723 3.10
Credit Kudos 500 1.61 2,518 6.95 500 2.05 500 2.15
Artifical Artists 150 0.48 120 0.33 150 0.61 150 0.64
Veremark 450 1.45 471 1.30 150 0.61 150 0.64
Localz 750 2.42 750 2.07 500 2.05 500 2.15
Sealit 200 0.65 180 0.50 200 0.82 200 0.86
Bkwai 250 0.81 170 0.47 200 0.82 200 0.86
Exate 500 1.61 400 1.10 500 2.05 500 2.15
Expression Insurance 500 1.61 681 1.88 500 2.05 500 2.15
Kamma 500 1.61 250 0.69 500 2.05 500 2.15
Seedata 150 0.48 150 0.41
Stepex 499 1.61 499 1.38
Anorak 700 2.26 525 1.45
Ryde 1,000 3.23 1,000 2.76
Nook 250 0.81 250 0.69
Tickitto 1,000 3.23 1,000 2.76
SonicJobs 450 1.45 450 1.24
Superlayer 224 0.72 224 0.62
Knok Healthcare 513 1.66 513 1.42
Learnebly 200 0.65 200 0.55
Pixie 915 2.95 915 2.53
Hydroelectric Power
Green Highland Allt Choire
A Bhalachain (225) Ltd - - - - 30 0.12 36 0.15
Green Highland Allt Ladaidh
(1148) Ltd - - - - 1,470 6.02 2,201 9.45
Green Highland Allt Luaidhe
(228) Ltd - - - - 855 3.50 1,037 4.45
Green Highland Allt Phocachain
(1015) Ltd - - - - 858 3.51 1,021 4.38
Green Highland Shenval Ltd 860 2.77 534 1.47 860 3.52 592 2.54
Gas Power
Distributed Generators Ltd 3,200 10.32 1,925 5.31 3,200 13.10 1,925 8.27
Green Peak Generation Ltd 1,900 6.13 1,044 2.88 1,900 7.78 1,044 4.48
23,274 75.09 28,169 77.76 17,500 71.64 16,348 70.20
========= ======== ========= ======== ========= ======== ========= ========
Investment Portfolio Summary
Non-qualifying holdings
Investment Portfolio 28 February 2022 28 February 2021
------------------------------------ ------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Non-Qualifying Holdings
Unquoted
SME Funding:
Hydroelectric Power
Broadpoint 3 Ltd 1,005 3.24 1,329 3.67 1,005 4.11 1,005 4.32
Other
Modern Power Generation Ltd 471 1.52 484 1.34 470 1.92 483 2.07
1,476 4.76 1,813 5.00 1,475 6.04 1,488 6.39
========= ====== ========= ====== ========= ====== ========= ======
Financial Assets are measured at fair value through profit or
loss. The initial best estimate of fair value of these investments
that are either quoted or unquoted on an active market is the
transaction price (i.e., cost). The fair value of these investments
is subsequently measured by reference to the enterprise value of
the investee company, which is best deemed to reflect the fair
value. Where the Board considers the investee company's enterprise
value to remain unchanged since acquisition, investments continue
to be held at cost less any loan repayments received.
Ten Largest Unquoted Investments
Vyne Technologies Limited
------------- --------------- ----------
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held Held by
by TP11 by TP11 TPIM managed
for the % funds %
year GBP'000
Last Equity
28-Nov-2019 1,127,185 3,725,498 Raise - 7.95 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets* Not disclosed
Vyne are a payments business that uses Open Banking application programming
interface ("APIs") to transfer money directly from the bank accounts
of consumers, to the bank accounts of the online merchants they are
purchasing items or services from
-------------------------------------------------------------------------------------------------------
*The Investees are exempt from submitting audited financial
statements to Companies House hence no financial details have been
disclosed.
Ably Real Time Ltd
------------- --------------- ----------
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
Last Equity
30-Oct-2019 1,312,027 3,152,986 Raise - 2.05 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets* Not disclosed
Ably is the provider of a suite of APIs to build, extend, and deliver
digital experiences in realtime for more than 250 million devices each
month.
-------------------------------------------------------------------------------------------------------
*The Investees are exempt from submitting audited financial
statements to Companies House hence no financial details have been
disclosed.
Digital Therapeutics Inc (Quit Genius)
------------- --------------- ----------
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
Last Equity
14-Feb-2020 1,245,285 2,754,897 Raise - 1.67 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets* Not disclosed
Quit Genius is the provider of an online digital therapeutics tool
that helps users quit smoking and vaping. The app provides behaviour
tracking, tips and encouragement to users.
----------------------------------------------------------------------------------------------------------
*The Investees are exempt from submitting audited financial
statements to Companies House hence no financial details have been
disclosed.
Credit Kudos
-------------- --------------- ----------
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
Transaction
30-Mar-2020 500,000 2,518,465 in progress - 2.31 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets* Not disclosed
Credit Kudos is a new wave Credit Reference Agency that utilises financial
data obtained via Open Banking APIs. This behavioural data allows consumer
lenders to make better and faster credit decisions.
-------------------------------------------------------------------------------------------------------
*The Investees are exempt from submitting audited financial
statements to Companies House hence no financial details have been
disclosed.
Distributed Generators Ltd
------------ --------------- ---------- ---------------
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
Discounted
02-Apr-2015 3,200,000 1,925,063 Cash Flow - 45 45
Summary of Information from latest available Investee Company GBP'000
Financial Statements:
Turnover 1,383
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 270
Profit before tax 78
Net assets before VCT loans 3,088
Net assets 2,129
Distributed Generators Ltd constructed a 5 MW gas power plant in Bedford.
The 2 x 2.5 MW gas fired MTU Rolls Royce Engines were installed and
construction was completed in May 2018. The plant generates revenues
through the sale of electricity to the National Grid, when electricity
prices are at their highest.
------------------------------------------------------------------------------------------------------
HeyDoc
------------- --------------- ----------
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
Last Equity
20-Nov-2019 760,016 1,374,445 Raise - 5.98 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets* Not disclosed
Heydoc is a clinical system built to enable medical clinicians and
administrative staff to complete their day-to-day work in one place
rather than needing to use multiple systems. The software covers the
entire patient journey, saving the medical clinicians time.
------------------------------------------------------------------------------------------------------
*The Investees are exempt from submitting audited financial
statements to Companies House hence no financial details have been
disclosed.
Green Peak Generation Ltd
---------------------- --------------- ----------
Date of first Cost GBP Valuation GBP Valuation Method Income Equity Equity
investment recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
02-Apr-2015 1,900,000 1,043,659 Discounted Cash Flow - 42 90
Summary of Information from latest available Investee Company GBP'000
Financial Statements:
Turnover 1,884
Earnings before interest, tax, amortisation and depreciation
(EBITDA) 236
Loss before tax (16)
Net assets before VCT loans 3,937
Net assets 2,707
Green Peak Generation Ltd constructed a 7.5 MW gas power plant in Bedford.
The 3 x 2.5 MW gas fired MTU Rolls Royce Engines were installed and construction
was completed in May 2018. The plant will generate revenues through the
sale of electricity to the National Grid, when electricity prices are
at their highest.
--------------------------------------------------------------------------------------------------------------------
Broadpoint 3 Ltd
------------- --------------- ----------
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
Discounted
08-Jan-2016 1,005,000 1,096,103 cash flow* - - -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover** Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)**
Profit before tax** Not disclosed
Net assets before VCT loans** Not disclosed
Net assets** Not disclosed
Broadpoint 3 Ltd owns equity stakes in hydroelectric power companies
and one digital deployment company.
-------------------------------------------------------------------------------------------------------
*The Directors consider the fair value to be equivalent to the
par value.
**The Investees are exempt from submitting audited financial
statements to Companies House hence no financial details have been
disclosed.
Tickitto
------------- --------------- ----------
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
Last Equity
20-Jul-2021 1,000,003 1,000,003 Raise - 7.87 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets* Not disclosed
Tickitto provides an API integration platform that connects ticketing
platforms and travel distributors.
-------------------------------------------------------------------------------------------------------
*The Investees are exempt from submitting audited financial
statements to Companies House hence no financial details have been
disclosed.
Ryde
------------- --------------- ----------
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
Last Equity
27-Jul-2021 1,000,002 1,000,002 Raise - 7.34 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets* Not disclosed
Ryde provides a fully integrated delivery management platform combining
the best of fleet management software, third party logistics software
and a flexible workforce to e-commerce companies requiring deliveries.
-------------------------------------------------------------------------------------------------------
*The Investees are exempt from submitting audited financial
statements to Companies House hence no financial details have been
disclosed.
The Strategic Report has been approved by the Board and signed
on their behalf by the Chair.
Jane Owen
Chair
27 May 2022
GOVERNANCE
Board of Directors
Jane Owen is the Chair of the Board of the Company. After
graduating in law from Oxford University, Jane was called to the
Bar in 1978 and until 1989 was a practising barrister in the
chambers that are now 3 Verulam Buildings. Subsequently, Jane
became UK group legal director at Alexander & Alexander
Services, and was appointed Aon's General Counsel in the UK in
1997, a position she held until 2008, where she was also a director
of Aon Limited from 2001 to 2008. She was also a Non-Executive
Director of TWG Europe Ltd and related companies and a Governor of
James Allen's Girls' School.
Chad Murrin graduated in law from Cambridge University, and then
qualified as a barrister. He worked for 3i Group plc from
1986-2004, the last five years as 3i's Corporate Development
Director. In 2004, he set up his own corporate advisory business,
Murrin Associates Limited. He holds the Advanced Diploma in
Corporate Finance from The Corporate Finance Faculty of the ICAEW.
He is a Non-Executive Director of Keytask Management Limited, E.W.
Beard (Holdings) Limited and other companies.
Tim Clarke graduated in PPE from Oxford University. He joined
Panmure Gordon & Co as an equities analyst, subsequently
becoming a Partner and Head of Research. He joined Bass PLC in
1990, holding a number of operating roles in the Hotels, Pub and
Restaurant divisions before becoming Chief Executive in 2000.
Following its demerger he was Chief Executive of Mitchells &
Butlers PLC until 2009. He was a Non-Executive Director of
Associated British Foods PLC from 2004 until 2017. He is currently
Chair of Birmingham Airport, Chair of Timothy Taylor & Co Ltd,
and a Non-Executive Director of Hall & Woodhouse Ltd.
Julian Bartlett has significant financial, assurance and
advisory experience gained from over 30 years as a Partner at Grant
Thornton UK LLP and formerly at RSM Robson Rhodes and Deloitte. He
has an extensive understanding of listed and financial services
companies including VCTs. He is the Chair of Invesco Fund Managers
Limited, Director and Chair of the Audit and Risk Committee of
Invesco Pensions Limited and Director of Lindsell Train Limited. He
was formerly a Non-Executive Director of FFI Holdings plc from
August 2017 until it ceased trading on AIM in August 2019. Julian
is a Fellow of the Institute of Chartered Accountants in England
and Wales.
CORPORATE GOVERNANCE
Compliance Statement
The Board of Triple Point VCT 2011 plc has considered the
principles and provisions of the Association of Investment
Companies Code of Corporate Governance 2019 (AIC Code). The AIC
Code addresses the principles and provisions set out in the UK
Corporate Governance Code (the "UK Code"), as well as setting out
additional provisions on issues that are of specific relevance to
Triple Point VCT 2011 plc.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the
Financial Reporting Council, will provide improved reporting to
Shareholders.
The Company has complied with the principles and provisions of
the AIC Code except as set out below:
AIC Code of Corporate Governance Explanation
The appointment of a Senior Independent As there are only three independent
Director (Provision 14) Non-Executive Directors, excluding
the Chair, with one Non-Executive
Director intending to step down
immediately following the 2022 AGM,
it is not considered appropriate
to identify a member of the Board
as senior independent Director.
The independent Non-Executive Directors,
as appropriate, will act as a sounding
board for the Chair, serve as intermediaries
between Directors and Shareholders,
and evaluate the Chair's performance
as part of the Board's annual evaluation.
-----------------------------------------------
An external search consultancy should The Board considered the use of
generally be used for the appointment an external search consultancy when
of non-executive directors (Provision looking to appoint a new non-executive
25) Director to the Board. However,
it was decided that suitable candidates
for the role could be sourced without
the use of a search consultancy,
and the significant cost of using
a search consultancy was not deemed
appropriate for the Company at this
time. The Board will consider the
use of an external search consultancy
for future Board appointments.
-----------------------------------------------
If the Chair of the Board is a member Jane Owen is a member of the Audit
of the Audit Committee, the Board Committee and Chair of the Board.
should explain in the annual report Given the size and structure of
why it believes this is appropriate the Board it was deemed in best
(Provision 29) interest of Shareholders to have
the breadth of experience of all
Directors throughout the audit process.
-----------------------------------------------
Chair of the Audit Committee (Provision Jane Owen, the Chair of the Board,
29) was the Chair of the Audit Committee.
The Board considered this appointment
appropriate given the size and complexity
of the Company. However, this was
rectified during the year following
Julian Bartlett's appointment as
Chair of the Audit Committee on
8 February 2022.
-----------------------------------------------
The AIC Code is available on the AIC website ( www.theaic.co.uk
). It includes an explanation of how the AIC Code adapts the
principles and provisions set out in the UK Code to make them
relevant for investment companies.
Board of Directors
The Board are pleased to have appointed Julian Bartlett as an
Independent Non-Executive Director and Chair of the Audit Committee
effective 8 February 2022. The Board considered the use of an
external search consultancy (provision 25 of the AIC Code) when
looking to appoint a new non-executive Director to the Board.
However, it was decided that a suitable candidate for the role
could be sourced without the use of a search consultancy, and the
significant cost of using a search consultancy was not deemed
appropriate for the Company at this time. The Board will consider
the use of an external search consultancy for future Board
appointments.
Following Julian's appointment, the Board comprises four
Non-Executive Directors.
Following an orderly succession period, Tim Clarke,
Non-Executive Director of the Company, will not stand for
re-election at the Company's AGM expected to be held in July 2022
and will step down immediately following the conclusion of the
AGM.
All Directors are considered independent and day-to-day
management responsibilities are delegated to the Investment
Manager. The Directors have a combination of skills, experience and
knowledge which are relevant to the Company. Biographies of each
director are presented on page 52 of this report.
The Directors are provided with key information on the Company's
activities, including regulatory and statutory requirements, by the
Investment Manager and Company Secretary, Hanway Advisory
Limited.
The Board has direct access to the Company Secretary and may
also take independent professional advice at the Company's expense
where necessary in the performance of their duties. During the
year, the Board was satisfied that all Directors were able to
commit sufficient time to discharge their responsibilities
effectively having given due consideration to their other
significant commitments. The Directors were advised on appointment
of the expected time required to fulfil their roles and have
confirmed that they remain able to make that commitment. No
external appointments accepted during the year were considered to
be significant for the relevant Directors, taking into account the
expected time commitment and nature of these roles.
The Directors' other principal commitments are listed on pages
52.
The Chair, Jane Owen, leads the Board and is responsible for its
overall effectiveness in directing the Company. The Chair leads the
process in determining its strategy and the achievement of its
objectives. The Chair is responsible for setting the Board agenda
focusing on strategy, performance, value creation, culture,
stakeholders and ensuring that issues relevant to these areas are
reserved for Board decision. The Chair facilitates constructive
Board relations and the effective contribution of all the
Directors, encouraging a culture of openness and debate and ensures
the Directors receive accurate, timely and clear information. The
Chair does not have significant commitments which conflict with her
Board responsibilities.
Appointment of New Directors
Any appointment to the Board is subject to a formal, rigorous
and transparent procedure and is based on merit and objective
criteria which promotes diversity of gender, social and ethnic
backgrounds, cognitive and personal strengths.
Company's Operations
The Investment Manager has authority over the management of the
investment portfolio, the organisation of custodial services,
accounting and administrative services. The Investment Manager
makes investment recommendations for the Board's approval.
The Board meets regularly in person or via video conference call
at least four times a year, and on other occasions as required, to
discuss and approve new or follow-on investments, and review the
investment performance and monitor compliance with the investment
policy laid down by the Board.
The Board's main focus is to promote the long-term sustainable
success of the Company, to deliver value for Shareholders and
contribute to wider society. The Board does not routinely involve
itself in day-to-day business decisions but there is a formal
schedule of matters that requires the Board's specific approval, as
well as decisions that can be delegated to the Board
Committees.
The key matters reserved to the Board, include but are not
limited to:
-- review investment performance and monitor compliance with the investment policy;
-- the consideration and approval of future developments or
changes to the investment policy, including risk and asset
allocation;
-- overall leadership of the Company and setting of its purpose, culture, values and standards;
-- approval of any dividend or return of capital to be paid to the Shareholders;
-- the appointment, evaluation, removal and remuneration of the
Investment Manager and the Company Secretary;
-- board membership and powers including the appointment and removal of Board members;
-- ensuring an adequate Board succession planning;
-- ensuring the maintenance of a system of internal controls and risk management;
-- approval and issue of the annual and half yearly results;
-- review of the Company's corporate governance arrangements and
annual review of continuing compliance with the AIC Code of
Corporate Governance published by the AIC from time to time;
-- the performance of the Company, including monitoring the net asset value per share;
-- monitoring Shareholder profiles and considering Shareholder communications; and
-- approving investments.
The Company Secretary is responsible for ensuring that Board
procedures are complied with, advising the Board on all governance
matters, supporting the Chair and helping the Board and its
committees to function effectively. The Company Secretary will also
provide the Board with support in ensuring that it has the
policies, processes, information, time and resources it needs in
order to function effectively.
The Company's articles of association and the schedule of
matters reserved to the Board for decision provide that the
appointment and removal of the Company Secretary is a matter for
the full Board.
The Board reviews the performance of the Investment Manager
annually taking into consideration the contractual arrangements and
scrutinises performance. The Board as a whole carries out this
review and due to the size of the Board, does not consider it
appropriate to establish a separate management engagement
committee.
Discussions of the Board
During the period, the following were the key matters considered
by the Board:
-- approval of Company policies;
-- succession Planning and appointment of Julian Bartlett as a Non-Executive Director;
-- approval of the disposal of Hydro Assets;
-- approval of Venture Share Class investments;
-- annual and half year reports to Shareholders;
-- quarterly and, where applicable, ad hoc approval of NAVs; and
-- declaration of the interim dividends.
Re-election of Directors
Directors' retirement and re-election is subject to the
Company's articles of association and the AIC Code. The AIC Code
requires that all Directors should be subject to an annual
re-election. All Directors, except for Tim Clarke, have agreed to
submit themselves for annual re-election at the next Annual General
Meeting. In line with the Company's Succession Plan, Tim Clarke
will not stand for re-election at the Company's AGM expected to be
held in July 2022 and will step down immediately following the
conclusion of the AGM.
Independence of Directors
The Board has a non-executive Chair and three other
non-executive Directors, all of whom were considered independent on
and since their appointment. All of the Directors are independent
of the Investment Manager.
The AIC Code outlines circumstances that are likely to impair a
director's independence including whether a director has served on
the Board for more than nine years from the date of their first
appointment. All Directors, except newly appointed Julian Bartlett,
have served on the Board for nine years or more. Length of service
is currently one of several indicators the Board consider when
assessing independence. The Board is of the view that a term of
service in excess of nine years does not in itself compromise
independence and notes the positive contribution that their
long-service offers. The longer serving directors bring knowledge
and experience of the Company's history which is particularly
important in relation to the A and B Shares and so contributes to
the long-term sustainable success of the Company. The Board
regularly reviews the independence of its Directors and are
satisfied that all Directors remain independent, including in
character and judgement.
Policy on Tenure of the Chair
The Board considers that the length of time each Director,
including the Chair, serves on the Board should not be limited and
has not set a finite tenure policy. Continuity, self-examination
and ability to do the job are the relevant criteria on which the
Board assesses a Director's independence. Length of service of
current Directors and future succession planning will be reviewed
each year as part of the Board evaluation process.
Succession Plan
The Board continues to seek to achieve a progressive refreshing
of the Board, taking into account the challenges and opportunities
facing the Company, the balance of skills and expertise, and the
need for a diverse pipeline for succession balanced against the
benefit of historical knowledge. The Board is pleased to have made
positive progress on the gradual refreshing of the Board this year
through the appointment of Julian Bartlett, in line with its
Succession Plan.
Board Committees
The Board only has one committee which is the Audit Committee.
The Directors consider that due to the size of the Board, there
being no employees or executive directors, it is not necessary to
appoint a separate remuneration committee. The remuneration report
is detailed on pages 62 to 67.
Board Meeting Attendance
The Board meets formally on, at least, a quarterly basis with
additional meetings required from time to time.
During the period the following Board meetings were held and the
number attended by each Director compared with the maximum possible
attendance:
Directors Board Audit
Meetings Committee
Jane Owen, Chair 15/15 2/2
Chad Murrin 15/15 2/2
Tim Clarke 15/15 2/2
Julian Bartlett 1/1* -
* appointed on 8 February 2022
Performance Evaluation
The Board, led by the Chair, established a formal process for a
formal and rigorous annual evaluation of the performance of the
Board, individual Directors and the Audit Committee. The evaluation
considered the composition, diversity, investment matters,
development and how effectively each member works together to
achieve its objectives.
During the period, the Board conducted a performance evaluation
by completing a written questionnaire to appraise and gather useful
learnings on the functioning of the Board, the Audit Committee and
individual Directors, and the Chair.
The Chair, supported by the Company Secretary, acted on the
results of the evaluation. Having conducted its performance
evaluation, the Board believes that it has been effective in
carrying out its objectives and that each individual Director has
been effective and demonstrated commitment to the role.
The Board discussed the key challenges and opportunities that
were identified through the performance evaluation and agreed
appropriate development points on which progress will be assessed
in the next financial period.
Challenges 2022 Development Points
The Company's KPIs are not Regularly review whether the KPIs the
reflective of the metrics Company report against continue to be
driving future performance. appropriate. TPIM to report to the Board
against these KPIs on a quarterly basis.
--------------------------------------------
The fees of the officers of Undertake a formal benchmarking exercise
the Company should be reviewed to determine if the level of fees should
to reflect the time commitment, be changed to reflect the time commitment
responsibilities of the role and responsibilities of the role taking
and to ensure market competitiveness. into account the size and structure of
the Company.
--------------------------------------------
The Company's succession plan Develop a formal written succession plan,
requires further development alongside an emergency contingency plan.
to safeguard long term stability
of the Board.
--------------------------------------------
Three areas of improvement were identified in the previous
year's annual report. The first was that there should be enhanced
information flows outside of Board Meetings. Throughout the year
there were improved information flows, in particular due to the
sale of the hydroelectric assets, increases in NAVs and
consideration of Venture portfolio performance, and an update was
provided where ad hoc information was not covered elsewhere. The
second was to dedicate more time to considering the overall
strategy of the Company, and the Board had extensive discussions
during the year in particular as it presented a resolution (which
was subsequently approved) to Shareholders to sell the remaining
assets in the A Share Class, having identified that this was an
opportune time for a sale, and B Share Class as it had surpassed
its five-year holding period, taking into account asset management
issues which could impact a sale. The Board were similarly provided
with updates on the Venture portfolio, and at the same time
considered the direction of the portfolio as a whole. The third
element was a more in-depth review of the level of remuneration of
Directors which was undertaken as part of the performance
evaluation.
Corporate Social Responsibility
The Board is committed to integrating social, environmental and
governance matters in the Company's business operations, including
the Company itself and the companies it invests in. The Board is
actively seeking ways to interact with their stakeholders. The
Board seeks to avoid investing in companies which do not operate
within ethical, environmental and social legislation. Details on
the Company's responsible investing can be found on pages 42 to
43.
Internal Control and Risk Management
The Board has overall responsibility for establishing procedures
to manage risk, overseeing the internal control framework,
determining the nature and extent of the principal risks the
Company is willing to take in order to achieve its long-term
strategic objectives, and identifying emerging risks. The purpose
of an internal control framework is to ensure that proper
accounting records are maintained, the Company's assets are
safeguarded, and the financial information used within the business
and for publication is accurate and reliable; such a system can
only provide reasonable and not absolute assurance against material
misstatement or loss. Emerging risks are regularly monitored, and
to the extent possible or practicable, mitigating actions are
implemented.
The system of risk management and internal control is designed
to manage rather than eliminate the risk of failure to achieve
business objectives. As part of this process an annual review of
the risk management and internal control systems is carried out.
The review covers all material controls including financial,
operational and compliance controls.
The Directors regularly review financial results and investment
performance with the Investment Manager.
The Directors have established an ongoing process designed to
meet the particular needs of the Company in identifying, evaluating
and managing the significant and emerging risks to which it is
exposed including, among others, market risk, VCT qualifying
investment risk and operational risks which are recorded on a risk
register. The controls employed to mitigate these risks are
identified and the residual risks are rated taking into account the
impact of the mitigating factors. The risk register is reviewed
bi-annually. The principal risks and uncertainties including
emerging risks identified from the risk register and a description
of the Company's risk management procedures can be found on pages
24 to 25.
The Directors regularly review the system of internal controls,
both financial and non-financial, operated by the Company and the
Investment Manager. These include controls designed to ensure that
the Company's assets are safeguarded and that proper accounting
records are maintained. Internal control systems include the
production and review of quarterly bank reconciliations and
management accounts. The Investment Manager is engaged to provide
accounting services and the Company Secretary provides secretarial
services and retains physical custody of the documents of title
relating to investments.
Capital management is monitored and controlled by the Investment
Manager. The capital being managed includes equity and fixed
interest VCT qualifying investments, cash balances and liquid
resources including debtors and creditors. The Investment Manager's
procedures are subject to internal compliance checks.
The Company's objectives when managing capital are:
-- to safeguard its ability to continue as a going concern, so
that it can continue to provide returns to Shareholders and
benefits for other stakeholders;
-- to ensure sufficient liquid resources are available to meet
the funding requirements of its investments and to fund new
investments where identified.
Stakeholder Engagement
The Company continuously interacts with a variety of
stakeholders important to its success. This includes regular
engagement with the Company's Shareholders and other
stakeholders by the Board and the Investment Manager. The Directors
are responsible for acting in a way that they consider, in good
faith, is the most likely to promote the success of the Company for
the benefit of its members. In doing so, they have regard for the
needs of stakeholders and the wider society along with the matters
set out in the Section 172(1) statement on pages 27 to 29.
The Company is committed to understanding the views of its
stakeholders and maintaining effective dialogue with its key
stakeholders of which include: Shareholders, investee companies;
the Investment Manager; lenders; and the wider communities in which
the Company and its investee companies operate.
Shareholders are encouraged to attend and vote at the Company's
Annual General Meeting, along with the Company's other Shareholder
meetings, so they can discuss governance and strategy and the Board
can enhance its understanding of Shareholder views. The Board will
attend the Company's Shareholder meetings to answer any Shareholder
questions and the Chair will make herself available, as necessary,
outside of these meetings to speak to Shareholders.
The Board is committed to providing investors with regular
announcements of significant events affecting the Company and its
investee companies.
All investor documentation is available to download from the
Company's website:
https://www.triplepoint.co.uk/current-vcts/triple-point-vct-2011-plc/s2539/
Stakeholder engagement is set out in the Section 172(1)
statement on pages 27 to 29.
The Board has considered the AIC Code recommendations in respect
of arrangements by which staff of the Investment Manager and
Administrator may, in confidence, raise concerns within their
organisations about possible improprieties in matters of financial
reporting or other matters. It has concluded that adequate
arrangements are in place for the proportionate and independent
investigation of such matters and, where necessary, for appropriate
follow-up action to be taken within their organisations.
Directors' Share Interests
All of the Directors' Share interests were held beneficially and
they are actively encouraged to own Shares. Details of the
Directors' share interests can be found in the remuneration report
on page 65. The Company has not set out any formal requirements or
guidelines to Directors concerning their ownership of Shares in the
Company.
On behalf of the Board.
Jane Owen
Chair
27 May 2022
Audit Committee Report
The following pages set out the Audit Committee's report on how
it has discharged its duties in accordance with the AIC Code and
its activities in respect of the period ended 28 February 2022.
On 8 February 2022, Jane Owen stepped down as Chair of the Audit
Committee, and Julian Bartlett, who was independent on appointment,
was appointed as Chair. Jane, who was independent on appointment,
and due to the size and structure of the Board has remained a
member of the Audit Committee, along with the Non-Executive
Directors, Tim Clarke, and Chad Murrin. Following an orderly
succession period, Tim Clarke will not stand for re-election at the
Company's AGM expected to be held in July 2022and will step down
from the Board and Audit Committee following the conclusion of the
AGM.
The Audit Committee deals with matters relating to audit,
financial reporting and internal control systems. The Audit
Committee meets at least twice a year and as required. The Audit
Committee also has direct access to BDO LLP, the Company's external
auditor.
The Audit Committee has been in operation throughout the period
and operates within clearly defined terms of reference.
Audit Committee Role and Responsibilities
The Audit Committee has the primary responsibility for reviewing
the financial statements and the accounting principles and
practices underlying them, liaising with the external auditors and
reviewing the effectiveness of internal controls.
The Audit Committee's terms of reference include the following
roles and responsibilities:
-- periodically considering the need for an internal audit function;
-- monitor the integrity of the financial statements of the
Company and any formal announcements relating to the financial
performance and reviewing significant financial reporting
judgements contained in them;
-- oversee the relationship with the external auditor including,
but not limited to, assessing annually their independence and
objectivity taking into account relevant professional and
regulatory requirements and the overall relationship with the
auditor, including the provision of any non-audit services;
-- monitoring the extent to which the external auditor is
engaged to supply non-audit services;
-- ensuring that the Investment Manager has arrangements in
place for the investigation and follow-up of any concerns raised
confidentially by staff in relation to propriety of financial
reporting or other matters;
-- keep under review the Company's internal financial controls
and review the adequacy and effectiveness of the Company's internal
control and risk management systems and monitor the proposed
implementation of such controls;
-- Report to the Board on significant issues relating to the
financial statements and how they were addressed; its assessment of
the effectiveness of the audit process; any key matters raised by
the external auditor and any other issues on which the Board has
requested the A udit Committee's opinion; and
-- report to the Board on how it has discharged its responsibilities.
The Audit Committee reviews its terms of reference and
effectiveness annually and recommends to the Board any changes
required as a result of the review. The terms of reference are
available on request from the Company Secretary.
In respect of the year ended 28 February 2022, the Audit
Committee discharged its responsibilities by:
-- reviewing the external auditor's plan for the audit of the financial statements, including identification of key risks and confirmation of auditor independence;
-- monitoring the integrity of the financial statements of the
Company and any formal announcements relating to the Company's
financial performance, and reviewing significant financial
reporting judgements contained in them;
-- reviewing the Company's internal financial controls and
internal control and risk management systems operated in relation
to the Company's business and assessing those controls in
minimising the impact of key risks;
-- reviewing periodic reports on the effectiveness of TPIM's
internal control and risk management procedures;
-- reviewing the appropriateness of the Company's accounting policies;
-- providing advice on whether the annual report and accounts,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for Shareholders to assess the
Company's position and performance, business model and
strategy;
-- reviewing the Company's annual and half-yearly results prior to Board approval;
-- making recommendations to the Board regarding the
reappointment of the external auditor and approving their
remuneration;
-- reviewing and monitoring the external auditor's independence and objectivity;
-- reviewing the effectiveness of the external audit process,
taking into consideration relevant UK professional and regulatory
requirements;
-- reviewing the Company's going concern and viability status; and
-- reviewing and discussing the external auditor's findings.
The Board considers that the members of the Audit Committee
collectively have the skills and experience required to discharge
their duties effectively and the Audit Committee as a whole has
competence relevant to the sector in which it operates.
The Company does not have an independent internal audit function
as it is not deemed appropriate given the size of the Company and
the nature of the Company's business. However, the Audit Committee
considers annually whether there is a need for such a function and,
if there were, would recommend it be established.
Financial Reporting
The primary role of the Audit Committee in relation to financial
reporting is to review with the Investment Manager and the
Administrator and the Auditor the appropriateness of the half year
report and Annual Report and financial statements, concentrating
on, amongst other matters:
-- compliance with financial reporting standards and relevant
financial and governance reporting requirements;
-- amendments to legislation and corporate governance reporting requirements;
-- the impact of any new and proposed amendments to accounting
standards which affect the Company;
-- material areas in which significant judgements have been applied;
-- whether the Audit Committee believes that proper and
appropriate processes and procedures have been followed in the
preparation of the annual report; and
-- considering and recommending the contents of the annual
report and financial statements for approval.
Significant Issues Raised by the Audit Committee
The Audit Committee is responsible for considering and reporting
on any significant issues that arise in relation to the Financial
Statements and how they have been addressed.
The following key issues were discussed:
-- compliance with HM Revenue & Customs conditions for
maintenance of approved Venture Capital Trust status.
-- valuation and existence of unquoted investments.
-- future cash flow projections for the A and B Share Class investments .
Compliance with HMRC Conditions
The Investment Manager provides the Board with regular
qualifying investment updates. This report, shows the current
qualifying percentage position of the Company and highlights and
actions which may be required to maintain this position in the
future. The Board also assesses the future qualifying position of
the Company with assumptions on divestment of assets. The
qualifying position of the Company is a recurring agenda item at
Board meetings .
The Company also has in place an engagement with Philip Hare and
Associates LLP. The Board seeks their opinion before undertaking
any material transaction which may affect the qualifying status of
the Company. The Company also seeks the opinion of Shoosmiths LLP
when making any new Venture Fund Investments.
Valuation & Future Cash Flow Projections
The Company's unquoted Investment portfolio is valued in line
with the International Private Equity Valuation guidelines. The
Company's accounting policy is to designate investments at fair
value through profit or loss. Therefore, the most significant risk
in the financial statements is whether its investments are fairly
valued. Being unquoted there is uncertainty and estimation involved
in determining the investment valuations.
There is also an inherent risk of management override as the
Investment Manager's fee is calculated based on NAV as disclosed in
note 5 to the financial statements. The Investment Manager is
responsible for calculating the NAV, prior to approval by the
Board.
On a quarterly basis, the Investment Manager provides a detailed
analysis of the NAV highlighting any movements and assumption
changes from the previous quarter's NAV, including assessing any
impact of macroeconomic developments. This analysis and the
rationale for any changes made is considered and challenged and
ultimately approved by the Board.
Going concern and viability statement
The Board is required to consider and report on the longer-term
viability of the business as well as assess the appropriateness of
applying the going concern assumption.
The Audit Committee has taken account of the solvency and
liquidity position of the Company shown in the financial statements
and the information provided by the Investment Manager on the
forecasted cashflow for the Company and expected pipeline. As a
result, the Audit Committee consider that it is appropriate to
adopt the going concern basis of preparation of the financial
statements.
External Audit
It is the Audit Committee's responsibility to monitor the
performance, objectivity and independence of the external auditors
and this is assessed by the Audit Committee each year. In
evaluating BDO LLP's performance, the Audit Committee examine
effectiveness of the audit process, independence and objectivity of
the auditor, taking into consideration the length of tenure of the
external auditors, the non-audit services undertaken during the
year and relevant UK professional and regulatory requirements, and
the quality of delivery of its services.
BDO LLP attended one of the two formal Audit Committee meetings
held during the year. Matters typically discussed include the
Auditor's assessment of the transparency and openness of the
Investment Manager, confirmation that there has been no restriction
in scope placed on them, the independence of their audit and how
they have exercised professional scepticism.
When considering whether to recommend the reappointment of the
external auditor, the Audit Committee takes into account their
current fee compared to the external audit fees paid by other
similar companies. The quality and competence of the external
auditor is also taken into consideration. The Audit Committee will
then recommend to the Board the appointment of an external auditor
which is approved by Shareholders at the Annual General
Meeting.
The FRC's Ethical Standard requires the audit partner to rotate
every five years. The first audit engagement for BDO LLP was for
the year ended 28 February 2018 and this is the audit partners
5(th) , and therefore, final year. The Audit Committee will discuss
and agree the appointment of a new audit partner with BDO LLP in
advance of the next audit.
The independence and effectiveness of the external audit process
is assessed as part of the Board evaluation conducted annually and
by the quality and content of the audit scoping and findings report
provided to the Audit Committee by the external auditor and the
discussions then held on topics raised. The Audit Committee will
challenge the external auditor at the Audit Committee meeting if
appropriate.
Non-Audit Services
The Audit Committee safeguards the objectivity and independence
of the auditor by reviewing the nature and extent of non-audit
services supplied by the external auditor to the Company. Details
of fees paid to BDO LLP during the year are disclosed in note 7 to
the financial statements. During the year, BDO LLP were appointed
to perform certain agreed-upon procedures with regards to the net
asset value of the Venture fund as at 31 January 2022, as part of
the Board's consideration of the appropriateness of the issue price
for the most recent Venture Fund allotment. The Audit Committee
approved these fees after a review of the level and nature of work
to be performed and were satisfied that they are appropriate for
the scope of the work required.
The Audit Committee was satisfied that BDO LLP had adequate
safeguards in place and that provision of these non-audit services
did not affect the objectivity or independence of the external
auditor.
Independence
The Audit Committee is required to consider the independence of
the external auditor. In fulfilling this requirement, the Audit
Committee has considered the Audit Plan from BDO LLP which
describes their arrangements to identify, report and manage their
independence.
Audit Committee Meeting Attendance
During the period, the following Audit Committee meetings were
held, and the number attended by each director compared with the
maximum possible attendance:
Directors Audit Committee
Meetings
Jane Owen, Chair 2/2
Chad Murrin 2/2
Tim Clarke 2/2
Julian Bartlett 0/0*
*Julian Bartlett was appointed to the Board on 8 February
2022
The Audit Committee relies on the Investment Manager to assess
the valuation of unquoted investments and the existence of those
investments, however the Audit Committee considers, and challenges
information provided by the Investment Manager and ultimate
approval for decisions is given by the Board. The Investment
Manager has a director on the board of all the investee companies
and meets regularly with the other directors and hence has an
oversight of all the investments made. The Audit Committee have
reviewed the valuations and discussed them with both the Investment
Manager and the external auditor to confirm their assessment of the
valuation of the unquoted investments and the existence of those
investments.
The Investment Manager has confirmed to the Audit Committee that
the conditions for maintaining the Company's status as an approved
Venture Capital Trust had been complied with throughout the year.
The position has been reviewed by Philip Hare & Associates LLP
in its capacity as adviser to the Company on taxation matters.
The Audit Committee has considered the whole Report and Accounts
for the year ended 28 February 2022 and has reported to the Board
that it considers them to be fair, balanced and understandable
providing the information necessary for Shareholders to assess the
Company's position, performance, business model and strategy.
On behalf of the Board.
Julian Bartlett
Audit Committee Chair
27 May 2022
Directors' Remuneration Report
Statement of the Chair
I am pleased to present the Remuneration Report on behalf of the
Board for the year ended 28 February 2022.
This report is submitted in accordance with schedule 8 of the
Large and Medium Sized Companies and Groups (Accounts and Reports)
(amendment) Regulations 2013 and The Companies (Miscellaneous
Reporting) Regulations 2018, in respect of the year ended 28
February 2022. This report also meets the Financial Conduct
Authority's Listing Rules and describes how the Board has applied
the principles and provisions relating to Directors' remuneration
set out in the AIC Code. The reporting requirements require two
sections to be included:
-- directors' Remuneration Policy - This sets out our
Remuneration Policy for Directors of the Company that has been in
place since 9 July 2020 following approval by Shareholders.
-- annual Remuneration Report - This sets out how our Directors
were paid for the period ended 28 February 2022. There will be an
advisory Shareholder vote on this section of the report at our 2022
AGM.
We value engagement with our Shareholders and for the
constructive feedback we receive and look forward to your support
at the forthcoming AGM.
Jane Owen
Chair
Directors' Remuneration Policy
Remuneration Policy Overview
The Board currently comprises four Directors, all of whom are
Non-Executive. The Board's policy is that the remuneration of
Non-Executive Directors should reflect the experience of the Board
as a whole, be fair and be comparable with that of other relevant
Venture Capital Trusts that are similar in size and have similar
investment objectives and structures. Furthermore, the level of
remuneration should be sufficient to attract and retain the
Directors needed to oversee the Company properly and to reflect the
specific circumstances of the Company, the duties and
responsibilities of the Directors and the value and amount of time
committed to the Company's affairs. The articles of association
provide that the Directors shall be paid in aggregate a sum not
exceeding GBP100,000 per annum. None of the Directors are eligible
for bonuses, pension benefits, share options, long-term incentive
schemes or other benefits in respect of their services as
Non-Executive Directors of the Company. There are no planned
changes to the Remuneration Policy last approved by Shareholders at
the 2020 AGM.
Consideration of Remuneration
The Board does not have a separate Remuneration Committee, as
the Company has no employees or executive directors. The Board has
not retained external advisers in relation to remuneration matters
but has access to information about Directors' fees paid by other
companies of a similar size and type. As such, the Board as a whole
will consider the remuneration of the Directors, however no
director is involved in determining their own remuneration. The
Board will review the remuneration of the Directors in line with
the VCT industry on an annual basis, if thought appropriate.
Otherwise, only a change in responsibilities is likely to incur a
change in remuneration of any one Director or the remuneration
policy itself.
Directors' Service Contracts
The Directors are engaged under letters of appointment and do
not have service contracts with the Company.
Directors' Term of Office
The Directors' letters of appointment provide for three months
written notice to be given by either party . Each Director will be
subject to annual re-election by Shareholders at the Company's
Annual General Meeting in each financial year.
Policy on Payment for Loss of Office
A Director who ceases to hold office is not entitled to receive
any payment other than accrued fees (if any) for past services.
Consideration of Shareholder Views
The Company is committed to ongoing Shareholder dialogue and
takes an active interest in voting outcomes. Where there are
substantial votes against resolutions in relation to directors'
remuneration, the Company will seek the reasons for any such vote
and will detail any resulting actions in the Directors'
Remuneration Report. No views which are relevant to the formulation
of the Directors' remuneration policy have been expressed to the
Company by Shareholders, whether at a general meeting or
otherwise.
Future Policy Table
The Directors are entitled only to the fees as set out in the
table below. No element of Directors' remuneration is subject to
performance factors. There are no other fees payable to the
Directors for additional services outside of their contracts.
Component How it Operates Maximum Fee Link to Strategy Provisions
to Recover
or Withhold
Sums
Annual Fee Each Director receives The total aggregate The level There are
a basic fee which fees that can of the annual no provisions
is paid on a quarterly be paid to the fee has been to recover
basis. Directors is set to attract or withhold
calculated in and retain sums.
accordance with high calibre
the articles Directors
of association. with the skills
and experience
necessary
for the role.
The fee has
been benchmarked
against companies
of a similar
size.
------------------------- -------------------------- -------------------- ----------------
Other benefits The Directors shall Article 89 of In line with
be entitled to be the Company's market practice,
repaid expenses. Articles of Association the Company
permits for any will reimburse
director to be the Directors
repaid reasonable for expenses
expenses incurred to ensure
in attending that they
or returning are able to
from meetings carry out
of the Board, their duties
committees of effectively.
the Board or
Shareholder meetings
or otherwise
in connection
with the performance
of their duties
as Directors
of the Company.
------------------------- -------------------------- -------------------- ----------------
Annual Remuneration Report
Directors' Fees
Details of each Director's contract is shown below. The Chair is
paid more than the other Directors to reflect the additional
responsibilities of the role.
Annual rate
Date of Unexpired term of Directors' Policy on payment
Contract of contract fees for loss of office
GBP
Jane Owen, Chair 23-Sep-10 none 22,500 none
Chad Murrin 23-Sep-10 none 18,000 none
Tim Clarke 05-May-11 none 18,000 none
Julian Bartlett 08-Feb-22 none 18,000 none
------------------ ------------ ---------------- ---------------- ---------------------
Single Total Figure (audited information)
The fees paid to Directors in respect of the year ended 28
February 2022 and the prior year are shown below:
Emoluments Emoluments Emoluments Emoluments
for the for the for the Emoluments for the
year ended Year ended Year ended for the Year
28 % Change 28 % Change 28 Year ended ended 28
February from February from February 28 February February
2022 2021-2022 2021 2020-2021 2020 2019 2018
GBP % GBP % GBP GBP GBP
Jane Owen,
Chairman 22,500 - 22,500 - 22,500 17,500 17,500
Chad Murrin 18,000 - 18,000 - 18,000 15,000 15,000
Tim Clarke 18,000 - 18,000 - 18,000 15,000 15,000
Julian
Bartlett 1,038 n/a n/a n/a n/a n/a n/a
59,538 2 58,500 - 58,500 47,500 47,500
Employer's
NI
contributions - 435 1,499 112 175
Total
Emoluments 59,538 58,935 59,999 47,612 47,675
-----------------
None of the Directors are eligible for bonuses, pension
benefits, share options, long-term incentive schemes or other
benefits in respect of their services as Non-Executive Directors of
the Company.
Information required on executive Directors, including the Chief
Executive Officer and employees has been omitted because the
Company has neither and therefore it is not relevant.
Directors' emoluments compared to payments to Shareholders:
28 February 28 February
Unaudited 2022 2021
GBP'000 GBP'000
Total Dividends paid 4,249 1,378
Total Directors' emoluments 60 59
Directors' Share Interests (audited information)
At 28 February 2022, Jane Owen held 24,624 A Shares, 24,378 B
Shares and 73,086 Venture Shares (2021: 24,624 A Shares; 24,378 B
Shares and 24,499 Venture Shares).
Tim Clarke held 24,624 B Shares and 96,762 Venture Shares (2021:
24,624 B Shares and 51,551 Venture Shares).
Chad Murrin held 24,874 A Shares, 24,624 B Shares and 46,938
Venture Shares (2021: 24,874 A Shares; 24,624 B Shares and 24,437
Venture Shares).
Following the year-end on 1 March 2022 Julian Bartlett purchased
17,459 Venture Shares.
No other connected parties to the Directors held any Shares at
28 February 2022 (2021: nil) . Any Shares owned by the Directors
were purchased at the same price offered to investors. There are no
requirements or restrictions on Directors holding Shares in the
Company.
Company Performance
The following performance charts compare the Total Return of the
A, B and Venture Share Classes over the period from 1 March 2017 to
28 February 2022 with the Total Return from notional investments in
the FTSE All-Share index and FTSE Small-Cap index over the same
period. The indices chosen are considered to be the most
appropriate broad equity markets for comparative purposes.
Investors should be reminded that Shares in Venture Capital
Trusts generally continue to trade at a discount to the NAV of the
Company.
The Total Return does not include the initial 30% tax relief
available to investors.
FTSE Small FTSE All
Cap Share TP 11 - A
------------
Rebased at Rebased at Nav + Rebased
Date 100 100 NAV Div Div at 100
29-Feb-16 95.24 97.41 100.54 - 100.54 100.96
28-Feb-17 115.13 115.10 104.07 - 104.07 104.51
28-Feb-18 124.18 115.92 106.90 0.00 110.90 111.37
28-Feb-19 118.06 113.22 110.49 1.00 118.24 118.74
29-Feb-20 117.23 106.96 57.78 51.50 121.03 121.54
28-Feb-21 141.01 107.80 52.43 0.00 122.43 122.95
28-Feb-22 149.67 121.05 13.25 33 119.75 116.75
------------ ------------ ------- -------- ---------
FTSE Small FTSE All
Cap Share TP 11 - B
------------ -------------------------------------
Rebased at Rebased at Nav + Rebased
Date 100 100 NAV Div Div at 100
28-Feb-17 107.98 106.93 99.76 - 99.76 100.29
28-Feb-18 116.47 107.69 100.00 - 100.00 100.53
28-Feb-19 110.73 105.18 106.10 - 106.10 106.67
29-Feb-20 109.95 99.36 102.77 0.00 107.77 108.35
28-Feb-21 132.25 100.14 57.36 0.00 67.36 67.72
28-Feb-22 140.37 112.46 57.69 0 67.69 68.06
------------ ------------ ------ -------- ---------
FTSE Small FTSE All
Cap Share TP 11 - Venture Shares
-------------------------------------
Rebased at Rebased at NAV + Rebased
Date 100 100 NAV Div Div at 100
29-Feb-20 100.16 92.93 99.01 0.00 99.01 99.90
28-Feb-21 120.48 93.66 93.26 0.00 96.26 97.12
28-Feb-22 127.88 105.18 113.55 3.00 119.55 117.52
------------ ------------ -------- ------ -------- ---------
Th ese charts have been prepared in accordance with Part 3 to
Schedule 8 of the Companies Act 2006. The Company measures its
performance against its target returns as detailed in the Strategic
Report.
As highlighted above, the charts do not take into account the
tax benefit of investing in a VCT.
Statement of Voting at the Annual General Meeting
The resolutions to approve the Directors' Remuneration Report
was passed at the Annual General Meeting on 12 July 2021 and the
Directors' Remuneration Policy was passed at the Annual General
Meeting on 9 July 2020. Details of the proxy votes in respect of
the resolutions are as set out below:
Voting for Voting Against Vote Withheld
Remuneration
Report 98.43% 1.57% 0%
------------ ---------------- ---------------
Remuneration
Policy 99.47% 0.53% 0%
------------ ---------------- ---------------
During the year, the Company did not receive any communications
from Shareholders specifically regarding Directors' pay.
On behalf of the Board.
Jane Owen
Chair
27 May 2022
Directors' Report
The Directors are pleased to present the Directors' Report for
the year ended 28 February 2022.
The information that fulfils the requirements of the Corporate
Governance statement in accordance with rule 7.2 of the DTR can be
found in this Directors' report on page 68 to 71 and in the
Governance section on pages 51 to 78 all of which is incorporated
into this Directors' report by reference.
Directors
The Directors of the Company during the year were Jane Owen,
Chad Murrin, Tim Clarke and Julian Bartlett who was appointed as a
Director on 8 February 2022.
Principal Activity and Status
The principal activity of the Company is that of a Venture
Capital Trust ("VCT") and its main activity is investing in
companies involved in venture, renewable energy, energy production
and SME funding.
The Company has been approved as a VCT by HMRC, in accordance
with Section 274 of the Income Tax Act 2007 and, in the opinion of
the Directors, has conducted its affairs so as to enable it to
continue to obtain such approval. In order to maintain its status
under VCT legislation, a VCT must comply on a continuing basis with
the provisions of Section 274 and further details can be found on
page 70.
The Company is registered in England as a Public Limited Company
(Registration number 07324448) and its Shares are listed on the
main market of the London Stock Exchange.
The Company was not at any time up to the date of this report a
close company within the meaning of S439 of the Corporation Tax Act
2010.
Post Balance Sheet Events
Further details of post balance sheet events can be seen in note
23 to the Financial Statements.
Directors' indemnity
The Company has indemnified Directors against certain
liabilities within its Articles of Association which may be
incurred in the execution of their office. This indemnity remains
in force as at the date of this report and will also indemnify any
new directors that join the Board. The Company has, as permitted by
Section 233 of the Companies Act 2006, maintained insurance cover
on behalf of the Directors and Company Secretary, indemnifying them
against certain liabilities which may be incurred by them in
relation to the execution of their office.
Research and Development
No expenditure on research and development was made during the
year (2021: Nil).
Management
TPIM acts as Investment Manager to the Company and has done
since incorporation.
To align its interests with shareholders, TPIM earns a
performance fee for the Venture Share Class if the total return
(net asset value plus distributions made) to holders of the Venture
Shares exceeds their net initial subscription price by an annual
threshold of 3% per annum, calculated on a compound basis. To the
extent that the total return exceeds the threshold over the
relevant period then a performance incentive fee of 20% of the
excess is payable to TPIM. In addition, TPIM earns a performance
fee for the A Share Class of 20% on distributions exceeding 100
pence per share. The other principal terms of the Company's
management agreement with TPIM are set out in note 5 to the
Financial Statements.
The Board has evaluated the performance of the Investment
Manager based on the returns generated since taking on the
management of the Fund and a review of the management contract and
the services provided in accordance with its terms. As required by
the Listing Rules, the Directors confirm that in their opinion the
continuing appointment of TPIM as Investment Manager on the terms
agreed is in the best interests of the Shareholders as a whole. In
reaching this conclusion the Directors have taken into account the
performance of the Company, other VCTs managed by TPIM, and the
service provided by TPIM to the Company.
Substantial Shareholdings
As at the date of this report no disclosures of major
shareholdings had been made to the Company under Disclosure and
Transparency rule 5 (Vote Holder and Issuer Notification
Rules).
Share Price Discount Policy
The Company has a share buy-back facility, committing to buy
back Shares at no more than a 5% discount to the prevailing NAV,
subject to the Directors' discretion. We will be asking
Shareholders at the Annual General Meeting to extend the facility
for the Company to purchase Shares in the market. Shareholders
should note that if they sell their Shares within five years of
subscription, they forfeit any tax relief obtained. If you are
considering selling your Shares, please contact the Investment
Manager on 020 7201 8989.
Purchase of Own Shares
During the year, the Company purchased for cancellation 173,848
A Ordinary Shares, 46,556 B Ordinary Shares, and 252,401 Venture
Shares.
The Directors may exercise on behalf of the Company its powers
to purchase its own Shares to the extent permitted by Shareholders
and the articles of association.
Streamlined Energy and Carbon Reporting
The Company has outsourced operations to third parties and has
no significant greenhouse gas emissions from its direct operations
and so qualifies as a low energy user at under 40,000kWh and is
therefore exempt from disclosures on greenhouse gas emissions and
energy consumption.
The Company has invested in renewable energy, through its
portfolio of hydroelectric companies. It has also invested in two
companies which operate gas fired energy centres. Natural gas
neatly bridges the gap between environmentally unfriendly fossil
fuels and more irregular solar and wind power. Gas fired energy
centres play an important role in balancing the UK electricity
network, which is growing ever more reliant on renewable energy
sources, as the nation shifts towards a low-carbon economy.
More information on the hydro portfolio and the gas fired energy
centres can be found in the Investment Manager's Review on pages 30
to 41.
Share Capital
As at 28 February 2022 the Company's issued share capital
amounted to 42,981,511, consisting of 9,777,285 A Shares of 1p
each, 6,758,795 B shares of 1p each and 26,445,431 Venture Shares
of 1p each. As at that date none of the issued Shares were held by
the Company as treasury Shares.
There are no restrictions on the transfer of securities in the
Company other than the Company's Share Dealing Code and other
certain restrictions which may be impaired by law, for example, the
Market Abuse Regulation.
The Company is not aware of any agreements between holders of
securities that may result in restrictions on transferring
securities in the Company. There are no securities of the Company
carrying special rights with regards to the control of the Company
in issue.
Annual General Meeting
The 2022 annual general meeting will be held on 14 July
2022.
Amendment of Articles of Association
The Company's articles of association may be amended by the
members of the Company by special resolution (requiring a majority
of at least 75% of the persons voting on the relevant
resolution).
Appointment and Replacement of Directors
A person may be appointed as a Director of the Company by the
Shareholders in general meeting by ordinary resolution (requiring a
simple majority of the persons voting on the relevant resolution)
or by the Directors. No person, other than a Director retiring by
rotation or otherwise, shall be appointed or re-appointed a
Director at any general meeting unless he is recommended by the
Directors or, not less than seven nor more than 42 clear days
before the date appointed for the meeting, notice is given to the
Company of the intention to propose that person for appointment or
re-appointment in the form and manner set out in the Company's
articles of association.
Each Director who is appointed by the Directors (and who has not
been elected as a Director of the Company by the members at a
general meeting held in the interval since his appointment as a
Director of the Company) is to be subject to election as a Director
of the Company by the members at the first Annual General Meeting
of the Company following his or her appointment. Thereafter all
Directors are subject to re-election at each Annual General Meeting
of the Company.
A person also ceases to be a Director if he or she resigns in
writing, ceases to be a Director by virtue of any provision of the
Companies Act 2006, becomes prohibited by law from being a
Director, becomes bankrupt or is the subject of a relevant
insolvency procedure, or becomes of unsound mind, or if the Board
so decides following at least six months' absence without leave or
if he or she becomes subject to relevant procedures under the
mental health laws, as set out in the Company's articles of
association.
Powers of the Directors
Subject to the provisions of the Companies Act, the memorandum
and articles of association of the Company and any directions given
by Shareholders by special resolution, the articles of association
specify that the business of the Company is to be managed by the
Directors, who may exercise all the powers of the Company, whether
relating to the management of the business or not.
Conflicts of Interests
The Directors review the disclosure of conflicts of interest
quarterly, with changes reviewed and noted at the beginning of each
Board meeting. A Director who has a potential conflict of interest
has the interest authorised and acknowledged by the Board.
Procedures to disclose and authorise conflicts have been adhered to
throughout the year.
Directors' Responsibilities
The Directors confirm that:
-- so far as each of the Directors is aware there is no relevant
audit information of which the Company's auditor is unaware;
and
-- the Directors have taken all steps that they ought to have
taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the auditor is
aware of that information.
Auditor
BDO LLP is the appointed auditor of the Company and offer
themselves for reappointment. In accordance with section 489 (4) of
the Companies Act 2006 a resolution to reappoint BDO LLP as auditor
and to authorise the Directors to fix their remuneration will be
proposed at the forthcoming Annual General Meeting.
Going Concern
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for at least the next 12 months. The Board
receives regular reports from the Investment Manager and the
Directors believe that, as no material uncertainties leading to
significant doubt about going concern have been identified, it is
appropriate to continue to apply the going concern basis in
preparing the Financial Statements. Further information on the
Going Concern of the Company can be found in the Strategic report
on pages 25 to 26 and note 2 to the financial statements on pages
85 to 88.
Annual Report
The Board is of the opinion that the Annual Report, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for Shareholders to assess the position,
performance, strategy and business model of the Company.
The Board recommends that the Annual Report, the Report of the
Directors and the Independent Auditor's Report for the year ended
28 February 2022 are received and adopted by the Shareholders. A
resolution concerning this will be proposed at the forthcoming
Annual General Meeting.
VCT Regulation
The Investment Policy is designed to ensure that the Company
continues to qualify and is approved as a VCT by HMRC. In order to
maintain its status under Venture Capital Trust legislation, a VCT
must comply on a continuing basis with the provisions of section
274 of the Income Tax Act 2007 as follows:
(1) the Company's income must be derived wholly or mainly from
Shares and securities;
(2) at least 80% of the HMRC value of its investments must have
been represented throughout the year by Shares or securities that
are classified as "qualifying holdings". ;
(3) at least 70% by HMRC value of its total qualifying holdings
must have been represented throughout the year by holdings of
"eligible shares".
(4) at least 30% of funds raised in accounting periods beginning
on or after 6 April 2018 must be invested in qualifying holdings by
the anniversary of the end of the accounting period in which funds
were raised;
(5) at the time of investment, or addition to an investment, the
Company's holdings in any one company must not have exceeded 15% by
HMRC value of its investments;
(6) the Company must not have retained greater than 15% of its
income earned in the year from Shares and securities;
(7) the Company's Shares, throughout the year, must have been
listed on a regulated European market;
(8) an investment in any company must not cause that company to
receive more than GBP5 million in State aid risk finance in the 12
months up to date of the investment, nor more than GBP12 million in
total (the limits are GBP10 million and GBP20 million respectively
for a "knowledge intensive" company);
(9) the Company must not invest in a company whose trade is more
than seven years old (ten years for a "knowledge intensive"
company) unless the company previously received State and risk
finance in its first seven years, or the company is entering a new
market and a turnover test is satisfied;
(10) the Company's investment in another company must not be
used to acquire another business, or Shares in another company;
and
(11) the Company may only make qualifying investments or certain
non-qualifying investments permitted by section 274 of the Income
Tax Act 2007.
Environment
The management and administration of the Company is undertaken
by the Investment Manager. TPIM recognises the importance of its
environmental responsibilities, monitors its impact on the
environment, and designs and implements policies to reduce any
damage that might be caused by its activities. Initiatives designed
to minimise the Company's impact on the environment include
recycling and reducing energy consumption.
Anti-bribery Policy
The Company has a zero tolerance approach to bribery, and will
not tolerate bribery under any circumstances in any transaction the
Company is involved in.
TPIM reviews the anti-bribery policies and procedures of all
portfolio companies.
Environmental, Social, Employee and Human Rights Issues
As the Company has no employees, it does not maintain specific
policies in relation to these matters. Due to the nature of the
Company's activities, there being no employees and only four
Non-Executive Directors, there are no Human Rights issues to
report. Its investment in companies engaged in energy generation
from renewable sources means it has contributed to the reduction in
carbon emissions.
Diversity
The Board of Directors comprises one female and three male
Directors.
The Company does not have any employees or office space. As such
the Company does not operate a diversity policy with regards to any
administrative, management and supervisory functions.
Employees
The Company has no employees and accordingly no requirement to
separately report on this area.
The Investment Manager is an equal opportunities employer who
respects and seeks to empower each individual and the diverse
cultures, perspectives, skills and experiences within its
workforce. The Investment Manager places great importance on
company culture and the wellbeing of its employees and considers
various initiatives and events to support a positive work
environment.
Investment and Co-Investment
The Company co-invests with other venture capital trusts and
funds managed by TPIM.
Matters Covered in the Strategic Report
The information that fulfils the reporting requirements relating
to the following matters can be found on the pages identified.
Matter Page Reference
Future Developments 7 to 15
----------------
Financial risk management objectives 56 to 57
----------------
Information on exposure to price
risk, liquidity risk and cashflow
risk 25
----------------
Jane Owen
Chair
27 May 2022
Directors' Responsibility Statement
The Directors are responsible for preparing the annual report
and the financial statements in accordance with UK adopted
international accounting standards and applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Company financial statements in
accordance with UK adopted international accounting standards.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss for the Company for that period.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with UK
adopted international accounting standards, subject to any material
departures disclosed and explained in the financial statements;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business;
-- prepare a Directors' report, a strategic report and
directors' remuneration report which comply with the requirements
of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the financial statements comply with the Companies Act 2006.
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. The Directors are
responsible for ensuring that the annual report and accounts, taken
as a whole, are fair, balanced, and understandable and provides the
information necessary for Shareholders to assess the Company's
performance, business model and strategy.
The Directors are responsible for ensuring the annual report and
the financial statements are made available on a website. Financial
statements are published on the company's website in accordance
with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity
of the company's website is the responsibility of the Directors.
The Directors' responsibility also extends to the ongoing integrity
of the financial statements contained therein.
The Directors have delegated the hosting and maintenance of the
Company's website content to TPIM and its materials are published
on the TPIM website www.triplepoint.co.uk . Legislation in the
United Kingdom governing the preparation and dissemination of
Financial Statements may differ from legislation in other
jurisdictions.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
-- the financial statements have been prepared in accordance
with the applicable set of accounting standards , give a true and
fair view of the assets, liabilities, financial position and profit
and loss of the Company ; and
-- the annual report includes a fair review of the development
and performance of the business and the financial position of the
Company, together with a description of the principal risks and
uncertainties that they face .
On behalf of the Board.
Jane Owen
Chair
27 May 2022
Statement of Comprehensive Income
For the year ended 28 February 2022
28 February 2022 28 February 2021
------------------------------- ----------------------------------
Note Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 4 235 - 235 374 - 374
Investment Return/(loss) - (334) (334) - (2,485)
Investment Gain/(loss) arising on the
revaluation of investments at the
period end - 7,359 7,359
Investment return/(loss) 235 7,025 7,260 374 (2,485) (2,111)
--------- --------- --------- --------- ------------ ---------
Investment management fees 5 403 135 538 252 84 336
Other expenses 6 774 (94) 680 362 - 362
Performance Fee 5 - 1,066 1,066 - - -
1,177 1,107 2,284 614 84 698
--------- --------- --------- --------- ------------ ---------
Profit/(loss) before taxation (942) 5,918 4,976 (240) (2,569) (2,809)
--------- --------- --------- --------- ------------ ---------
Taxation 9 (58) (15) (73) 41 16 57
Profit/(loss) after taxation (1,000) 5,903 4,903 (199) (2,553) (2,752)
--------- --------- --------- --------- ------------ ---------
Other comprehensive income - - - - - -
Total comprehensive income/(loss) (1,000) 5,903 4,903 (199) (2,553) (2,752)
--------- --------- --------- --------- ------------ ---------
Basic & diluted earnings/(loss)
per share (pence)
A Share 10 0.46p (3.17p) (2.71p) 1.62p (0.22p) 1.40p
B Share 10 (1.04p) 1.35p 0.31p (1.36p) (39.05p) (40.41p)
Venture Share 10 (4.26p) 26.84p 22.57p (2.17p) 1.01p (1.16p)
The total column of this statement is the Statement of
Comprehensive Income of the Company prepared in accordance with
UK-adopted International Financial Reporting Standards (IFRS). The
supplementary revenue return and capital columns have been prepared
in accordance with the Association of Investment Companies
Statement of Recommended Practice (AIC SORP) in so far as it does
not conflict with IFRS.
All revenue and capital items in the above statement derive from
continuing operations.
This Statement of Comprehensive Income includes all recognised
gains and losses.
The loss on investment has arisen due to the sale of assets at a
price of GBP3.96m which is below its carrying value of GBP4.30m
which is equal to the fair value at 28 February 2021 leading to a
realised loss of GBP0.33m. The unrealised gain recognised on the
assets through revaluations over time since inception amounted to
GBP7.36m.
The accompanying notes on pages 84 to 98 form an integral part
of these statements.
Balance Sheet
At 28 February 2022
Company No: 07324448
28 February 2022 28 February 2021
Note GBP'000 GBP'000
Non-current assets
Financial assets at fair value
through profit or loss 11 29,982 17,837
------------------ ------------------
Current assets
Receivables 13 276 445
Cash and cash equivalents 14 6,247 5,451
6,523 5,896
------------------ ------------------
Total assets 36,505 23,732
------------------ ------------------
Current liabilities
Payables and accrued expenses 15 1,265 459
Current taxation payable 15 (58)
1,280 401
------------------ ------------------
Net assets 35,225 23,331
================== ==================
Equity attributable to equity
holders
Share capital 16 430 320
Share Premium 26,328 14,847
Share redemption reserve 7 2
Special distributable reserve 5,052 9,657
Capital reserve 4,607 (1,296)
Revenue reserve (1,199) (199)
Total equity 35,225 23,331
================== ==================
Shareholders' funds
Net asset value per A Share 18 13.25p 52.43p
Net asset value per B Share 18 57.69p 57.36p
Net asset value per Venture
Share 18 113.55p 93.26p
The statements were approved by the Directors and authorised for
issue on 27 May 2022 and are signed on their behalf by:
Jane Owen
Chair
27 May 2022
The accompanying notes on pages 84 to 98 form an integral part
of these statements.
Statement of Changes in Shareholders' Equity
For the year ended 28 February 2022
Share Special
Issued Share Redemption Distributable Capital Revenue
Capital Premium Reserve Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 28 February
2022
Opening balance 320 14,847 2 9,657 (1,296) (199) 23,331
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Issue of share capital 115 11,821 - - - - 11,936
Cost of issue of Shares - (340) - - - - (340)
Share buybacks (5) - 5 (356) - - (356)
Dividends paid - - - (4,249) - - (4,249)
Transactions with owners 110 11,481 5 (4,605) - - 6,991
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Profit/(loss) before
taxation - - - - 5,918 (942) 4,976
Taxation - - - - (15) (58) (73)
Profit after taxation - - - - 5,903 (1,000) 4,903
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Other comprehensive
income - - - - - - -
Total comprehensive
gains/(loss) for the
period - - - - 5,903 (1,000) 4,903
Balance at 28 February
2022 430 26,328 7 5,052 4,607 (1,199) 35,225
========== ========== ============= ================ ========== ========== =========
The Capital Reserve
consists of:
Investment holding
gains 5,272
Other realised losses (665)
4,607
----------
Share Special
Issued Share Redemption Distributable Capital Revenue
Capital Premium Reserve Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 28 February
2021
Opening balance 235 13,598 2 4,279 1,257 (1) 19,370
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Issue of share capital 85 8,236 - - - - 8,321
Cost of issue of Shares - (231) - - - - (231)
Share buybacks - (6,756) - 6,756 - - -
Dividends paid - - - (1,378) - - (1,378)
Transactions with owners 85 1,249 - 5,378 - - 6,712
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Loss before taxation - - - - (2,569) (240) (2,809)
Taxation - - - - 16 41 57
Loss after taxation - - - - (2,553) (199) (2,752)
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Other comprehensive
income - - - - - - -
Total comprehensive
loss for the period - - - - (2,553) (199) (2,752)
Balance at 28 February
2021 320 14,847 2 9,657 (1,296) (199) 23,331
========== ========== ============= ================ ========== ========== =========
The Capital Reserve
consists of:
Investment holding
gains (1,099)
Other realised losses (197)
(1,296)
----------
The capital reserve represents the proportion of Investment
Management fees charged against capital and realised/unrealised
gains or losses on the disposal/revaluation of investments. The
unrealised element of the capital reserve is not distributable.
The special distributable reserve was created on court
cancellation of the share premium account. The revenue reserve,
realised capital reserve and special distributable reserve are
distributable by way of dividend.
At 28 February 2022 the total reserves available for
distribution are GBP3,187,371 (2021: GBP9,261,000). This consists
of the special distributable reserve net of the realised capital
loss and revenue reserve. To maintain VCT status amounts in the
special distributable reserve are not distributable until after the
3rd accounting period following the relevant allotments of share
capital.
Statement of Cash Flows
For the year ended 28 February 2022
Year ended Year ended
28 February
28 February 2022 2021
GBP'000 GBP'000
Cash flows from operating activities
Profit/(loss) before taxation 4,976 (2,809)
(Profit)/loss arising on the disposal
of investments during the period 334 -
(Gain)/loss arising on the revaluation
of investments at the period end (7,359) 2,485
Cash flow generated by operations (2,049) (324)
(Increase)/decrease in receivables 169 54
Increase/(decrease) in payables 806 112
Cash flow (utilised in)/operating activities (1,074) (158)
Adjustment for non-cash items:
Foreign exchange (gain)/loss (94) 57
Increase/(decrease) in taxation - -
Net cash flows from operating activities (1,168) (101)
Cash flows from investing activities
Purchase of financial assets at fair value
through profit or loss (8,988) (3,780)
Disposal of financial assets at fair value
through profit or loss 3,961 550
Net cash flows from investing activities (5,027) (3,230)
Cash flows from financing activities
Issue of Shares 11,596 8,321
Cost of Share issue (356) (231)
Dividends paid (4,249) (1,378)
Net cash flows from financing activities 6,991 6,712
Net increase in cash and cash equivalents 796 3,38 1
Reconciliation of net cash flow to movements
in cash and cash equivalents
Cash and cash equivalents at 1 March 2021 5,451 2,070
Net increase in cash and cash equivalents 796 3,381
Cash and cash equivalents at 28 February
2022 6,247 5,451
The accompanying notes on pages 84 to 98 form an integral part
of these statements.
Notes to the Financial Statements
1. Corporate Information
The Financial Statements of the Company for the year ended 28
February 2022 were authorised for issue in accordance with a
resolution of the Directors on 27 May 2022.
The Company applied for listing on the London Stock Exchange on
24 December 2010.
Triple Point VCT 2011 plc is incorporated and domiciled in Great
Britain and registered in England and Wales. The address of the
Company's registered office, which is also its principal place of
business, is 1 King William Street, London, EC4N 7AF.
The Company is required to nominate a functional currency, being
the currency in which the Company predominantly operates. The
functional and reporting currency is pounds sterling (GBP),
reflecting the primary economic environment in which the Company
operates.
The principal activity of the Company is investment. The
Company's investment strategy is to offer combined exposure to
cash, or cash-based funds and venture capital investments.
2. Basis of Preparation and Accounting Policies
Basis of Preparation
The Financial Statements of the Company for the year to 28
February 2022 have been prepared in accordance with UK-adopted
international accounting standards and the applicable legal
requirements of the Companies Act 2006 and comply with the
Statement of Recommended Practice: "Financial Statements of
Investment Trust Companies and Venture Capital Trusts" ("SORP")
issued by the Association of Investment Companies ("AIC") in April
2021.
The Financial Statements are prepared on a historical cost basis
except that investments are shown at fair value through profit or
loss ("FVTPL").
Going Concern
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for at least five more years.. The Board
receives regular reports from the Investment Manager and the
Directors believe that, as no material uncertainties leading to
significant doubt about going concern have been identified, it is
appropriate to continue to apply the going concern basis in
preparing the Financial Statements.
At the Balance Sheet date, the Company had a cash Balance of
GBP6.25 million. Following the period end, the Company has also
raised further capital of circa GBP11.2million. Whilst 30% of this
new fund raise needs to be deployed in 12 months under VCT
legislation, this still leaves the Company a sufficient cash runway
to continue to meet its liabilities as they fall due. Other than
Investment Management fees & dividends, the Company has a low
level of non-discretionary cash outflows. Should cash flow come
under pressure, the Company has the option to suspend dividends and
negotiate deferral of investment management fees. The impact on the
business of the Ukraine-Russia war is set out further in the
Chair's statement on pages 7 to 15 and Investment Manager's review
on pages 30 to 41.
On this basis, the Directors believe the going concern basis is
and continues to be appropriate.
Critical Accounting Judgements and Estimates
The preparation of Financial Statements in conformity with IFRS
requires management to make judgements, estimates and assumptions
that affect the application of policies and the reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and
various other factors believed to be reasonable under the
circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ
from these judgements.
The judgements, estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities relate to:
-- the valuation of unlisted financial investments held at fair
value through profit or loss, which are valued on the basis noted
below (under the heading Non-Current Asset Investments) and in note
11 ;
-- the recognition or otherwise of accrued income on loan notes
and similar instruments granted to investee companies, which are
assessed in conjunction with the overall valuation of unlisted
financial investments as noted above; and
-- the previously uncharged investment management fees, which
are discussed further below in note 5 .
The key judgements made by Directors are in the valuation of
non-current assets and the assessment of realised losses. The
estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects
that period or in the period of revision and future periods if the
revision affects both current and future periods. The carrying
value of investments is disclosed in note 11 .
Useful lives of the Company's Hydro and Gas Power portfolio are
based on the Investment Manager's estimates of the period over
which the assets will generate revenue which are periodically
reviewed for continued appropriateness. Climate Change may have an
impact on the estimated useful life of these assets. The actual
useful lives may be a shorter or longer period depending on the
actual operating conditions experienced by the asset.
The Directors do not believe that there are any further key
judgements made in applying accounting policies or estimates in
respect of the Financial Statements.
Accounting Policies
These accounting policies have been applied consistently in
preparing these Financial Statements.
New and amended standards and interpretations applied
The Interest Rate Benchmark Reform (Phase II) - Amendments to
IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 was effective for annual
periods beginning on or after 1 January 2021, and provide a number
of reliefs, all which apply to all hedging relationships that are
directly affected by interest rate benchmark reform. These
amendments have had no impact on the financial statements of the
Company.
A number of new standards and amendments to standards are
effective for the annual periods beginning after 1 January 2022.
None of these are expected to have a significant effect on the
measurement of the amounts recognised in the financial statements
of the Company. The Company intends to adopt the standards and
interpretations in the reporting period when they become effective
and the Board does not anticipate that the adoption of these
standards and interpretations in future periods will materially
impact the Company's financial results in the period of initial
application although there may be revised presentations to the
financial statements and additional disclosures.
New and amended standards and interpretations not applied
The relevant new and amended standards and interpretations that
are issued, but not yet effective, up to the date of issuance of
the Company's financial statements are disclosed below. These
standards are not expected to have a material impact on the entity
in future reporting periods and on foreseeable future
transactions.
Amendments to IAS 1: Classification of Liabilities as Current or
Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to
76 of IAS 1 to specify the requirements for classifying liabilities
as current or non-current. The amendments are effective for annual
reporting periods beginning on or after 1 January 2023.
Reference to the Conceptual Framework - Amendments to IFRS 3
In May 2020, the IASB issued Amendments to IFRS 3 Business
Combinations - Reference to the Conceptual Framework. The
amendments are effective for annual reporting periods beginning on
or after 1 January 2022.
Definition of Accounting Estimates - Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which
it introduces a definition of "accounting estimates". The
amendments are effective for annual reporting periods beginning on
or after 1 January 2023.
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS
Practice Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS
Practice Statement 2 Making Materiality Judgements. The amendments
to IAS 1 are applicable for annual periods beginning on or after 1
January 2023.
Presentation of Statement of Comprehensive Income
In order better to reflect the activities of a Venture Capital
Trust, and in accordance with the guidance issued by the
Association of Investment Companies, supplementary information
which analyses the Statement of Comprehensive Income between items
of a revenue and capital nature has been presented alongside the
Income Statement.
Non-Current Asset Investments
The Company invests in financial assets with a view to profiting
from their total return through income and capital growth. These
investments are managed, and their performance is evaluated on a
fair value basis in accordance with the investment policy detailed
in the Strategic Report on pages 6 to 50 and information about the
portfolio is provided internally on that basis to the Company's
Board of Directors. Accordingly, upon initial recognition the
investments are classified by the Company as "at fair value through
profit or loss" in accordance with IFRS 9.
They are included initially at fair value, which is taken to be
their cost (excluding expenses incidental to the acquisition which
are written off in the Statement of Comprehensive Income and
allocated to "capital" at the time of acquisition). Subsequently
the investments are valued at "fair value" which is the price that
would be received to sell an asset or paid to transfer a liability
(exit price) in an orderly transaction between market participants
at the measurement date.
This is measured as follows:
Unlisted investments are fair valued by the Directors in
accordance with the International Private Equity and Venture
Capital Valuation Guidelines. Fair value is established by using
measurements of value such as calibrating to the initial cost of
investment, latest funding rounds for our Venture investments and
discounted cash flows .
The Board believe that those investments valued based on the
transaction price are done so because the transaction price is
still representative of fair value.
Where securities are classified upon initial recognition at fair
value through profit or loss, gains and losses arising from changes
in fair value are included in the Statement of Comprehensive Income
for the year as capital items in accordance with the AIC SORP 2021.
The profit or loss on disposal is calculated net of transaction
costs of disposal.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
The Company has taken the exemption permitted by IAS 28
"Investments in Associates and Joint Ventures" and IFRS 11 "Joint
Arrangements" for entities similar to investment entities and
measures its investments in associates and joint ventures at fair
value. The Directors consider an associate to be an entity over
which the Company has signi cant in uence, through an ownership of
between 20% and 50%. The Company's associates and joint ventures
are disclosed in note 12 .
Income
Investment income includes interest earned on bank balances and
investment loans and includes income tax withheld at source.
Dividend income is shown net of any related tax credit and is
brought into account on the ex-dividend date.
Fixed returns on investment loans and debt are recognised on a
time apportionment basis so as to reflect the effective yield,
provided there is no reasonable doubt that payment will be received
in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses
are charged to revenue with the exception of the investment
management exit fee which has been charged to the capital account
and the investment management fee which has been charged 75% to the
revenue account and 25% to the capital account to reflect, in the
Directors' opinion, the expected long-term split of returns in the
form of income and capital gains respectively from the investment
portfolio. From 1 March 2022, the investment management fee will be
charged 10% to the revenue account and 90% to the capital account
recognising the significant increase to the Venture investments and
the expected nature of returns from them.
The Company's general expenses are split between the Share
Classes using the net asset value of each Share Class divided by
the total net asset value of the Company.
Taxation
Corporation tax payable is applied to profits chargeable to
corporation tax, if any, at the current rate in accordance with IAS
12 "Income Taxes". The tax effect of different items of income/gain
and expenditure/loss is allocated between capital and revenue on
the "marginal" basis as recommended by the AIC SORP 2021.
In accordance with IAS 12, deferred tax is recognised using the
balance sheet method providing for temporary differences between
the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. A
deferred tax asset is recognised to the extent that it is probable
that future taxable profits will be available against which the
temporary difference can be utilised. Deferred tax is measured at
the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been
enacted or substantively enacted by the reporting date. The
Directors have considered the requirements of IAS 12 and do not
believe that any provision should be made.
Financial Instruments
The Company's principal financial assets are its investments and
the accounting policies in relation to those assets are set out
above. Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements
entered.
An equity instrument is any contract that evidences a residual
interest in the assets of the entity after deducting all of its
financial liabilities.
Where the contractual terms of share capital do not have any
terms meeting the definition of a financial liability then this is
classed as an equity instrument.
Financial assets and financial liabilities are recognised in the
Company's Statement of Financial Position when the Company becomes
a party to the contractual provisions of the instrument. At 28
February 2022 and 28 February 2021 the carrying amounts of cash and
cash equivalents, receivables, payables, accrued expenses and
short-term borrowings reflected in the financial statements are
reasonable estimates of fair value in view of the nature of these
instruments or the relatively short period of time between the
original instruments and their expected realisation.
Financial Assets
The classi cation of nancial assets at initial recognition
depends on the purpose for which the nancial asset was acquired and
its characteristics. All nancial assets are initially recognised at
fair value. All purchases of nancial assets are recorded at the
date on which the Company became party to the contractual
requirements of the nancial asset.
The Company's nancial assets principally comprise of investments
held at fair value through pro t or loss and loans and
receivables.
The company holds trade receivables with the objective to
collect the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest
method.
Investments are designated upon initial recognition as held at
fair value through pro t or loss. Gains or losses resulting from
the movement in fair value are recognised in the Statement of
Comprehensive Income at each valuation date.
The Company's loan and equity investments are held at fair value
through pro t or loss. Gains or losses resulting from the movement
in fair value are recognised in the Company's Statement of
Comprehensive Income at each valuation date.
Financial assets are recognised/derecognised at the date of the
purchase/disposal. Investments are initially recognised at cost,
being the fair value of consideration given. Transaction costs are
recognised in the Consolidated Statement of Comprehensive Income as
incurred.
Fair value is de ned as the amount for which an asset could be
exchanged between knowledgeable willing parties in an arm's length
transaction. Fair value is calculated on an unlevered, discounted
cash ow basis in accordance with IFRS 13 and IFRS 9.
Derecognition of nancial assets (in whole or in part) takes
effect:
-- When the Company has transferred substantially all the risks
and rewards of ownership; or
-- When it has neither transferred or retained substantially all
the risks and rewards and when it no longer has control over the
assets or a portion of the asset; or
-- When the contractual right to receive cash ow has
expired.
Financial liabilities
Financial liabilities are classi ed according to the substance
of the contractual agreements entered into and are recorded on the
date on which the Company becomes party to the contractual
requirements of the nancial liability.
All loans and borrowings are initially recognised at cost, being
fair value of the consideration received, less issue costs where
applicable. After initial recognition, all interest-bearing loans
and borrowings are subsequently measured at amortised cost using
the effective interest rate method.
Although not appropriate for this reporting date, loan balances
at the year-end would not usually be discounted to re ect amortised
cost, as the amounts would not usually be materially different from
the outstanding balances.
The Company's other nancial liabilities measured at amortised
cost include trade and other payables which are initially
recognised at fair value and subsequently measured at amortised
cost using the effective interest rate method.
A nancial liability (in whole or in part) is derecognised when
the Company has extinguished its contractual obligations, it
expires or is cancelled. Any gain or loss on derecognition is taken
to the Consolidated Statement of Comprehensive Income.
Issued Share Capital
A Shares, B Shares and Venture Shares are classified as equity
because they do not contain an obligation to transfer cash or
another financial asset.
Issue costs associated with the allotment of Shares have been
deducted from the share premium account in accordance with IAS
32.
The Company had no external debt at the reporting date;
consequently, all capital is represented by the value of share
capital, distributable and other reserves. Total Shareholder equity
at 28 February 2022 was GBP35.17 million (2021: GBP23.33
million).
Cash and Cash Equivalents
Cash and cash equivalents representing cash available at less
than three months' notice are classified as Financial Assets at
amortised cost under IFRS 9.
Reserves
The revenue reserve (retained earnings) and capital reserve
reflect the guidance in the AIC SORP. The capital reserve
represents the proportion of Investment Management fees charged
against capital and realised/unrealised gains or losses on the
disposal/revaluation of investments. The unrealised capital reserve
is not distributable.
An element of the special distributable reserve was created on
court cancellation of the share premium account and has been
available for distribution since 1 March 2019.
The revenue reserve, the portion of the capital reserve
representing realised capital profits and losses less unrealised
gains and the special distributable reserve are distributable by
way of dividend.
Foreign currencies
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies at the reporting date are translated at the foreign
exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in the Statement of
Comprehensive Income.
Dividends
Dividends payable are recognised as distributions in the nancial
statements when the Company's obligation to make payment has been
established.
3. Segmental Reporting
The Directors are of the opinion that the Company only has a
single operating segment of business, being investment
activity.
All revenues and assets are generated and held in the UK.
4. Investment Income
Year ended 28 February
Year ended 28 February 2022 2021
Venture Venture
A Shares B Shares Shares Total A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Interest
receivable
on bank balances - - 3 3 1 1 7 9
Loan interest 209 - 23 232 338 - 27 365
209 - 26 235 339 1 34 374
Disclosure by share class is unaudited.
5. Investment Management Fees
TPIM provides investment management and administration services
to the Company under an Investment Management Agreement effective
23 September 2010 and a deed of variation to that agreement
effective 14 September 2018.
A Shares: The agreement provides for an investment management
fee of 2.00% per annum of net assets payable quarterly in arrear
for A Shares. For A Shares, the appointment shall continue for a
period of at least 6 years from the admission of those Shares.
B Shares: The agreement provides for an investment management
fee of 1.90% per annum of net assets payable quarterly in arrear
for B Shares. For B Shares, the appointment shall continue for a
period of at least 6 years from the admission of those Shares.
Venture: The agreement provides for an investment management fee
of 2.00% per annum of net assets payable quarterly in arrear for
Venture Shares. For Venture Shares, the appointment shall continue
for a period of at least 6 years from the admission of those
Shares.
Following a deed of variation to the Investment Management
agreement, dated 14 September 2018. An administration fee equal to
0.25% of the Company's NAV replaces the previously charged
GBP37,500 per annum.
Year ended 28 February 2022 Year ended 28 February 2021
Venture Venture
A Shares B Shares Shares Total A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment
Management
Fees 99 - 439 538 107 29 200 336
Performance
Fees 127 - 939 1,066 - - - -
TPIM agreed not to charge their management fees for the A Share
class for the financial year ending 28 February 2018, to build up
distributable reserves improving the ability of the Share Class to
make dividend payments. The amount waived during the 2018 financial
year was GBP206,400.
Subject to performance of the A Share Class and in the event of
a successful disposal of A Share Assets, these fees may be
recovered by TPIM. Based on the present valuations of the A Share
Class assets, the Board deem it unlikely that the fees waived to
date by TPIM will become recoverable.
The Board believe that it is unlikely the above previously
uncharged fees will become payable to the Investment Manager,
although this remains a possibility the Board do not deem this
probable.
TPIM agreed not to charge their management fees from 1 January
2017 on the amounts invested in gas power projects, which
represents circa 75% of the B Share Class NAV, until these
investments started to generate income.
These fees continue not to be accrued.
The total fee waived to date for the B Share Class is
GBP745,300.
Subject to performance of the B Share Class and in the event of
a successful disposal of B Share Assets, these fees may be
recovered by TPIM. Based on the present valuations of the B Share
Class assets, the Board deem it unlikely that the fees waived to
date by TPIM will become recoverable.
The Board believe that it is unlikely the above previously
uncharged fees will become payable to the Investment Manager,
although this remains a possibility the Board do not deem this
probable.
Fees paid to the Investment Manager for administrative and other
services during the year was GBP80,000 (2021: GBP50,000).
The Investment Manager also received fees of GBPnil (2021:
GBPnil) for services provided to investee companies.
6. Operating Expenses
All expenses are accounted for on an accruals basis.
Expenses are charged wholly to revenue, apart from management
fees which are charged 25% to capital and 75% to revenue, any
performance fees incurred are charged wholly to capital. From 1
March 2022, the investment management fee will be charged 10% to
the revenue account and 90% to the capital account recognising the
significant increase to the Venture investments and the expected
nature of returns from them. Transaction costs incurred when
selling assets are written off to the Income Statement in the
period that they occur.
Operating expenses Year ended Year ended
28 February 2022 28 February 2021
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Financial and regulation
costs 68 - 68 35 - 35
General administration 111 - 111 72 - 72
Fees payable to the Company's
auditor for audit services 30 - 30 28 - 28
Fees payable to the Company's
auditor for audit-related
assurance services 21 - 21 12 - 12
Company secretarial services 18 - 18 18 - 18
Other professional fees 466 - 466 83 - 83
Directors' fees 60 - 60 58 - 58
Financing costs - - - - - -
Interest write-off - - - - - -
Foreign exchange (gains)/losses - (94) (94) 56 - 56
774 (94) 680 362 - 362
The ongoing charges ratio for the Company for the year to 28
February 2022 was 2.94% (2021: 3.03%). Total annual running costs
are capped at 3.5% of the Company's net assets. The ratio is
calculated by dividing annualised ongoing charges by the average
undiluted net asset value in the period.
The annualised ongoing charges represented the total expense for
the year with the adjustment of adding back the arrangement fees
amounted to GBP198,000 paid to Triple Point Venture Network and any
management fee and performance fees payable by Triple Point
Investment Management LLP.
Any excess will be met by Triple Point by way of a reduction in
future management fees.
VAT has been removed from the Audit fees and allocated to
General Administration expenses.
7. Auditor Remuneration
Legal and professional fees include remuneration paid to the
Company's auditor, BDO LLP as shown in the following table:
Year ended 28 February
Year ended 28 February 2022 2021
Venture Venture
A Shares B Shares Shares Total A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Fees payable to the Company's
auditor:
for the audit
of the Financial
Statements 4 4 22 30 7 8 13 28
other services 3 3 15 21 - 4 8 12
7 7 37 51 7 12 21 40
During the year, BDO LLP were appointed to perform certain
agreed-upon procedures with regards to the Net Asset Value of the
Venture Fund as at 31 January 2022, as part of the Board's
consideration of the appropriateness of the issue price for the
most recent Venture Fund allotment.
Disclosure by share class is unaudited.
8. Directors' Remuneration
Year ended 28 February
Year ended 28 February 2022 2021
Venture Venture
A Shares B Shares Shares Total A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Jane Owen 4 3 16 23 6 6 10 22
Chad Murrin 3 3 12 18 4 6 8 18
Tim Clarke 3 3 12 18 4 6 8 18
Julian Bartlett - - 1 1 - - - -
10 9 41 60 14 18 26 58
The only remuneration received by the Directors was their
Directors' fees. The Company has no employees other than the
Non-Executive Directors. The average number of Non-Executive
Directors in the year was three. Full disclosure of Directors'
remuneration is included in the Directors' Remuneration report.
9. Taxation
Year ended 28 February 2022 Year ended 28 February 2021
A B Venture B Venture
Shares Shares Shares Total A Shares Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Profit/(loss)
on ordinary
activities
before tax (269) 5 5,240 4,976 172 (2,772) (209) (2,809)
Corporation tax
@ 19% (51) 1 995 945 33 (527) (40) (534)
Effect of:
Utilisation of
tax losses
brought
forward - - - - - - - -
Capital
gains/(losses)
not taxable 30 (17) (1,348) (1,335) - 504 (32) 472
Dividends
received
not taxable - - - - - - - -
Disallowed
expenditure - - 38 38 - - 5 5
Unrelieved tax
losses arising
in the year - - 1 1 - - - -
Excess
management
expense on
which
deferred tax
not recognised 21 - 314 335
Derecognition
of prior
periods
deferred tax
asset - - 89 89
Tax
charge/(credit)
for the period - (16) 89 73 33 (23) (67) (57)
Capital gains and losses are exempt from corporation tax due to
the Company's status as a Venture Capital Trust. Deferred tax asset
of GBP318,462 (2021: GBPnil) has not been recognised in the year
and a GBP89,675 write down of deferred tax asset from prior period
has been made as there is no probable future taxable profit for
which the unused tax credit can be utilised.
We note the UK's main rate of corporation tax will increase from
19% to 25% with effect from 1 April 2023.
10. Earnings per Share
The earnings per A Share is 2.71p (2021: 1.40p) and is based on
a loss from ordinary activities after tax of GBP269,000(2021:
GBP139,000) and on the weighted average number of A Shares in issue
during the period of 9,831,106 (2021: 9,951,133).
The loss per B Share is 0.31p (2021: (40.41p)) and is based on a
profit from ordinary activities after tax of GBP21,000(2021: loss
GBP2,749,000 and on the weighted average number of B Shares in
issue during the period of 6,773,208 (2021: 6,818,891).
The profit per Venture Share is 22.57p (2021: (1.16p)) and is
based on a profit from ordinary activities after tax of
GBP5,151,000 (2021: loss (142,000) and on the weighted average
number of Venture Shares in issue during the period of 22,816,854
(2021: 12,442,444).
Both basic and diluted earnings per share are the same.
11. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
IFRS 13 requires disclosure of fair value measurement by level.
The level of fair value hierarchy within the nancial assets or
nancial liabilities is determined on the basis of the lowest level
input that is signi cant to the fair value measurement.
Financial assets and nancial liabilities are classi ed in their
entirety into only one of the following 3 levels:
Level 1: quoted prices on active markets for identical assets or
liabilities. The fair value of financial instruments traded on
active markets is based on quoted market prices at the balance
sheet date. A market is regarded as active where the market in
which transactions for the asset or liability takes place with
sufficient frequency and volume to provide pricing information on
an ongoing basis. The quoted market price used for financial assets
held by the Company is the current bid price.
Level 2: the fair value of financial instruments that are not
traded on active markets is determined by using valuation
techniques. These valuation techniques maximise the use of
observable inputs including market data where it is available
either directly or indirectly and rely as little as possible on
entity specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included
in level 2.
Level 3: the fair value of financial instruments that are not
traded on an active market (for example, investments in unquoted
companies) is determined by using valuation techniques such as
discounted cash flows. If one or more of the significant inputs is
based on unobservable inputs including market data, the instrument
is included in level 3.
There have been no transfers between these classifications in
the period. Any change in fair value is recognised through the
Statement of Comprehensive Income.
The portfolio of the Company is classified as level 3 and
further details of the types of investments are provided in the
Investment Manager's Review and Investment Portfolio on pages 30 to
50.
The Company's Investment Manager performs valuations of
financial items for financial reporting purposes, including level 3
fair values. Valuation techniques are selected based on the
characteristics of each instrument, with the overall objective of
maximising the use of market-based information. The International
Private Equity & Venture Capital Valuation Guidelines (IPEV
guidelines) provide a framework to support our valuations
techniques. Please refer to the Strategic report on page 17 for
further detail.
Level 3 valuations include assumptions based on non-observable
data with the majority of investments being valued on discounted
cash flows or price of recent transactions.
Valuation techniques and unobservable
inputs:
Inter relationship
between significant
Significant unobservable unobservable inputs
Sector Valuation Techniques inputs and fair value measurement
Estimated fair
value would increase/(decrease)
if:
Hydroelectric
Power * Discounted cash flows: The valuation model considers * Discount rate 6.75% * The discount rate was lower/(higher)
the present value of expected payment, discounted
using a risk-adjusted discount rate.
(2021: 6.75%)
* Inflation rate: 2.75% long term.
* The inflation rate was higher/(lower)
(2021: OBR 5-year
forecast, 2.75% long
term.)
Gas Power
* Discounted cash flows: The valuation model considers * Green Peak Generation Limited - Discount rate 12.10% * The discount rate was lower/(higher)
the present value of expected payment, discounted
using a risk-adjusted discount rate.
(2021: 14.90%)
* Distributed Generators Limited - Discount rate 10.40%
(2021: 12.80%) * The inflation rate was higher/(lower)
* Inflation rate: 2.00% long term. (2021: OBR 5-year
forecast, 2.75% long term.)
For the Venture portfolio, the Directors do not consider there
to be reasonable alternative input assumptions that would have a
material impact on the valuations at 28 February 2022.
The Board considers the discount rates used reflect the current
levels of risk and life expectancy of the investments and to be in
line with Market expectations. However, consideration has been
given as to whether the effect of changing one or more inputs to
reasonably possible alternative assumptions would result in a
significant change to the fair value measurement. Each unquoted
portfolio company has been reviewed in order to identify the
sensitivity of the valuation methodology to using alternative
assumptions.
On this basis, where discount rates have been applied to the
unquoted investments, alternative discount rates have been
considered as well as an upside case and a downside case.
The two alternative scenarios for each investment have been
modelled with the resulting movements as follows:
For the upside case relating to the A Share Class, a reduction
in discount rates of 0.5% would result in a GBP6,806 (2021:
GBP93,000) or 1.3% increase in value. Applying the downside
alternative of 0.5%, would result in a GBP6,658 (2021: GBP124,000)
or 1.2% reduction.
For the upside case relating to the B Share Class, the
assumptions were flexed 2% and for the downside scenarios the
assumptions were flexed by 1% representing the conservative
discount rates applied. Using the upside alternative, the aggregate
value of the unquoted investments would be an increase of
GBP540,000 (2021: GBP688,000) or 18%. Applying the downside
alternative, the aggregate change in value of the unquoted
investments would be a reduction in the value of the portfolio of
GBP230,000 (2021: GBP285,000) or 8%.
Movements in level 3 investments held at fair value through the
profit or loss during the year to 28 February 2022 were as
follows:
Year ended 28 February
Year ended 28 February 2022 2021
Venture Venture
A Shares B Shares Shares Total A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening Cost 4,073 6,105 8,797 18,975 4,623 6,105 5,017 15,745
Opening unrealised
gains 815 (2,131) 178 (1,138) 815 520 68 1,403
Opening fair
value at 1 March
2021 4,888 3,974 8,975 17,837 5,438 6,625 5,085 17,148
Purchases at
cost - - 8,988 8,988 - - 3,780 3,780
Disposal proceeds (3,962) - - (3,962) (550) - - (550)
Transfers between
share classes - - - - - - - -
Realised loss
on disposal (334) - - (334) - - - -
Investment holding
(losses)/gains 174 91 7,094 7,359 - (2,651) 166 (2,485)
Foreign Exchange
gain/(loss) - - 94 94 - - (56) (56)
Closing fair
value at 28
February
2022 766 4,065 25,151 29,982 4,888 3,974 8,975 17,837
Closing cost 860 6,105 17,785 24,750 4,073 6,105 8,797 18,975
Closing investment
holding gains (94) (2,040) 7,366 5,232 815 (2,131) 178 (1,138)
All investments are designated as fair value through profit or
loss at the time of acquisition and all capital gains or losses
arising on investments are so designated. Given the nature of the
Company's venture capital investments, the changes in fair values
of such investments recognised in these Financial Statements are
not considered to be readily convertible to cash in full at the
balance sheet date and accordingly any gains or losses on these
items are treated as unrealised.
Further details of the types of investments are provided in the
Investment Manager's review and investment portfolio on pages 30 to
41 and 44 to 45 , and details of entities over which the VCT has
significant influence are included on pages 44 to 45.
12. Unconsolidated, associates and joint ventures
The principal undertakings in which the Company's interest at
the year-end is 20% or more are as follows:
Name Registered address Holding
Broadpoint 2 Limited 1 King William Street, London, EC4N 7AF 49.00%
Distributed Generators
Limited 1 King William Street, London, EC4N 7AF 45.00%
Funding Path Limited 1 King William Street, London, EC4N 7AF 49.00%
Green Highland Shenval Q Court, 3 Quality Street, Edinburgh, EH4
Limited 5BP 22.09%
Green Peak Generation Q Court, 3 Quality Street, Edinburgh, EH4
Limited 5BP 41.67%
-- The investments are a combination of debt and equity.
-- Equity holding is equal to the voting rights.
-- All investments are held in the UK.
13. Receivables
28 February 2022 28 February 2021
Venture Venture
A Shares B Shares Shares Total A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Accrued income 18 - 4 22 53 - 4 57
Prepaid expenses 3 3 18 24 4 5 8 17
Other debtors* 207 - 23 230 359 - 12 371
228 3 45 276 416 5 24 445
*Other debtors relate to interest receivable on investment
loans.
14. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with The Royal Bank
of Scotland plc with a rating of A-2 (short term) and BBB (long
term) and Cater Allen Private Bank with a rating of A-1.
15. Payables and Accrued Expenses
28 February 2022 28 February 2021
Venture Venture
A Shares B Shares Shares Total A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Trade Creditors 65 174 18 257 63 167 165 395
Other taxation
and social
security 2 1 10 13 2 2 4 8
Accrued expenses
& deferred
income 7 6 982 995 12 16 28 56
74 181 1,010 1,265 77 185 197 459
16. Share Capital
Year ended 28 February 2022
Venture
A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000
GBP0.01
Ordinary shares GBP0.01 each GBP0.01 each GBP0.01 each each
Allotted and fully
paid up
Brought forward 100 68 152 320
Shares issued 115 115
Shares repurchased (2) - (3) (5)
Carried forward 98 68 264 430
28 February 2021
Venture
A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000
GBP0.01
Ordinary shares GBP0.01 each GBP0.01 each GBP0.01 each each
Allotted and fully
paid up
Brought forward 100 68 67 235
Shares issued - - 85 85
Shares repurchased - - - (5)
98 68 152 320
Total number of shares 9,777,285 6,758,795 (26,445,431 42,981,511
% of total capital 23% 16% 62% 100%
Each Share Class has full voting, dividend and capital
distribution rights.
During the year 11,465,442 new Shares were issued at an average
price of GBP1.07
The gross consideration received was GBP11.9 million (net
GBP11.6 million).
In the year Triple Point VCT 2011 plc repurchased 252,401
Venture Shares, 173,848 A Shares and 46,556 B Shares at nominal
value totalling GBP472,805 representing 1.10%.
17. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT qualifying
investments and non-qualifying investments, cash balances and
liquid resources including debtors and creditors. The Company holds
financial assets in accordance with its investment policy detailed
in the Strategic Report on pages 16 to 17.
The Investment Manager reports to the Board on a quarterly basis
and provides information to the Board which allows it to monitor
and manage nancial risks relating to its operations. The Company's
activities expose it to a variety of nancial risks including market
risk (comprising price risk, interest rate risk and foreign
currency risk), credit risk and liquidity risk.
Fixed Asset Investments (see note 11 ) are valued at fair value.
Unquoted investments are carried at fair value as determined by the
Directors in accordance with current venture capital industry
guidelines. The fair value of all other financial assets and
liabilities is approximated by their carrying value on the balance
sheet.
The Directors believe that where an investee company's
enterprise value, which is equivalent to fair value, remains
unchanged since acquisition that investment should continue to be
held at cost less any loan repayments received. Where they consider
the investee company's enterprise value has changed since
acquisition, that should be reflected by the investment being held
at a value measured using a discounted cash flow model or a recent
transaction price or a recent transaction price adjusted for better
or worse operating performance.
In carrying out its investment activities, the Company is
exposed to various types of risk associated with the financial
instruments and markets in which it invests. The Company's approach
to managing its risks is set out below together with a description
of the nature of the financial instruments held at the balance
sheet date.
The following table discloses the financial assets and
liabilities of the Company in the categories defined by IFRS 9,
"Financial Instruments".
Financial Financial Fair value
Assets at Liabilities through
amortised held at amortised profit or
Total value cost cost loss
GBP'000 GBP'000 GBP'000 GBP'000
Year ended 28 February
2022
Assets:
Financial assets at
fair value through profit
or loss 29,982 - - 29,982
Receivables 252 252 - -
Cash and cash equivalents 6,247 6,247 - -
36,481 6,499 - 29,982
Liabilities:
Other Payables 1,265 - 1,265 -
1,265 - 1,265 -
Year ended 28 February
2021
Assets:
Financial assets at
fair value through profit
or loss 17,836 - - 17,836
Receivables 428 428 - -
Cash and cash equivalents 5,451 5,451 - -
23,715 5,879 - 17,836
Liabilities:
Other Payables 459 - 459 -
459 - 459 -
Market Risk
Price Risk
The Company's VCT qualifying investments are held in small and
medium-sized unquoted investments which, by their nature, entail a
higher level of risk and lower liquidity than investments in large
quoted companies. The Directors and Investment Manager aim to limit
the risk attached to the portfolio as a whole by careful selection
and timely realisation of investments, by carrying out rigorous due
diligence procedures and by maintaining a spread of holdings in
terms of industry sector and geographical location.
The Board reviews the investment portfolio with the Investment
Manager on a regular basis. Details of the Company's investment
portfolio at the balance sheet date are set out on pages 44 to 45.
Please refer to note 11 for sensitivity analysis performed.
Interest Rate Risk
Some of the Company's financial assets are interest bearing, of
which some are at fixed rates and some at variable rates. As a
result, the Company is exposed to interest rate risk arising from
fluctuations in the prevailing levels of market interest rates.
Investments made into qualifying holdings are part equity and
part loan. The loan element of investments totals GBP1,788,000
(2021: GBP2,730,900) and is subject to fixed interest rates of
between 21.6% and 29.5% for between 5 - 20 years and, as a result,
there is no cash flow interest rate risk. As the loans are held in
conjunction with equity and are valued in combination as part of
the enterprise value, fair value risk is considered part of market
risk.
The Company also has non-qualifying loan investments of
GBP1,176,500 (2021: GBP1,726,500) which carry interest rates
between 7.75% and 13.5% for between 5 - 15 years.
The amounts held in variable rate investments at the balance
sheet date are as follows:
28 February 28 February
2022 2021
GBP'000 GBP'000
Cash on Deposit 6,247 5,451
6,247 5,451
An increase in interest rates of 1% per annum would not have a
material effect either on the revenue for the year or the net asset
value at 28 February 2022. The Board believes that in the current
economic climate a movement of 1% is reasonably possible.
Foreign Currency Risk
Foreign currency risk is de ned as the risk that the fair values
of future cash ows will uctuate because of changes in foreign
exchange rates. With the exception of Adfenix AB whose investment
is denominated in Swedish Kroner ("SEK") and Digital Therapeutics
Inc (t/a Quit Genius) and Degreed Inc of which are denominated in
US dollars ("USD"), the Company's nancial assets and liabilities
are denominated in GBP and with the exception of the above
substantially all of its revenues and expenses are in GBP.
The Company does not consider the investments in Adfenix AB,
Digital Therapeutics Inc (t/a Quit Genius) and Degreed Inc to
materially expose the Company to foreign currency risk.
Credit Risk
Credit risk is the risk that a counterparty will fail to
discharge an obligation or commitment that it has entered into with
the Company. The Investment Manager and the Board carry out a
regular review of counterparty risk. The carrying value of the
financial assets represent the maximum credit risk exposure at the
balance sheet date.
28 February 28 February
2022 2021
GBP'000 GBP'000
Non-Qualifying investment
loans 1,501 1,177
Qualifying investment loans 1,788 2,731
Cash on Deposit 6,247 5,451
Receivables* 252 428
9,788 9,787
The Company's bank accounts are maintained with The Royal Bank
of Scotland plc ("RBS") and Cater Allen Private Bank. Should the
credit quality or financial position of RBS or Cater Allen
deteriorate significantly, the Investment Manager will move the
cash holdings to another bank.
Credit risk arising on unquoted loan stock held within unlisted
investments is considered to be part of Market risk as disclosed
above.
Liquidity Risk
The Company's financial assets include investments in unquoted
equity securities which are not traded on a recognised stock
exchange and which are illiquid. As a result, the Company may not
be able to realise some of its investments in these instruments
quickly at an amount close to their fair value in order to meet its
liquidity requirements.
The Company's liquidity risk is managed on a continuing basis by
the Investment Manager in accordance with policies and procedures
laid down by the Board. The Company's overall liquidity risks are
monitored by the Board on a quarterly basis.
The Board maintains a liquidity management policy where cash and
future cash flows from operating activities will be sufficient to
pay expenses. At 28 February 2022 cash held by the Company amounted
to GBP6.25 million.
18. Net Asset Value per Share
The net asset value per share for the A Shares is 13.25p (2021:
52.43p) and is calculated based on net assets of GBP1,291,000
(2021: GBP5,217,000) divided by the 9,777,285 A Shares in
issue.
The net asset value per share for the B Shares is 57.69p (2021:
57.36p) and is calculated on net assets of GBP3,903,000 (2021:
GBP3,907,000) divided by the 6,758,795 B Shares in issue.
The net asset value per share for the Venture Shares is 113.55p
(2021: 93.26p) and is calculated based on net assets of
GBP30,031,000 (2021: GBP14,208,000) divided by the 26,445,431
Venture Shares in issue.
19. Commitments and Contingencies
As highlighted in note 5, the Investment Manager has waived
total management fees of GBP745,300 (2021: GBP635 , 650) for the B
Share Class and GBP206,400 (2021: GBP206,400) for the A Share
Class.
Subject to the performance of the underlying investments and
proceeds received on any future disposals, the Investment Manager
may decide to charge these previously waived fees to the Company.
The likelihood of these outstanding fees being recovered is
currently considered possible not probable and therefore no
provision has been made.
20. Relationship with Investment Manager
During the period, TPIM received GBP538,265 (2021: GBP336,355)
(which has been expensed by the Company) for providing management
and administrative services to the Company.
The Investment Manager also charged GBP15,000 (2021: GBP15,000)
for the provision of Company Secretarial services.
At the Balance Sheet date, the total fees which have been waived
by the Investment Manager stood at GBP745,300 (2021:
GBP635,650).
During the period, TPIM received GBP127,105 (2021: GBPnil) in
relation to performance-related incentive fees from the A Share
Class. Furthermore, there is GBP953,000 accrued Venture performance
fee which will be paid to TPIM once the accounts have been
audited.
During the period, TPIM received GBP198,000 (2021: nil) of
arrangement fees on Venture investments. In the previous year, the
VCT board approved the deferral of fees until the NAV had reached a
100p threshold in order to avoid the erosion of NAV and given
various investments had been provided for in light of Covid-19.
In addition, TPIM received GBP200,000 (2021: GBP19,500) of
arrangement fees on Venture share allotments during the year.
21. Ultimate controlling party
In the opinion of the Board, on the basis of the shareholdings
advised to them, the Company has no ultimate controlling party.
22. Related Party Transactions
The Directors Remuneration Report on page 65 discloses the
Directors' remuneration and shareholdings.
During the year, the Company completed the sale of a substantial
part of its hydroelectric power assets within the A Ordinary Share
Class for total consideration of GBP 4,245,725 , and a substantial
part of the hydroelectric power portfolio indirectly held through
its interest in Broadpoint 3 Limited within the B Ordinary Share
Class for a total consideration of GBP1,102,722 to Triple Point
Energy Efficiency Infrastructure Company plc ("TEEC") of whom is
also managed by Triple Point Investment Management LLP. The
transaction followed a full conflicts process, with two separate
team within the Investment Manager dealing with the sale and
purchase, The two teams were segregated, with distinct independent
reporting lines and separate access to the electronic files
relevant to the transaction.
23. Post Balance Sheet Events
The following other events occurred between the balance sheet
date and the signing of these financial statements:
-- 3.0 million Venture Shares were issued on 1 March 2022 at an
allotment price of 114.46p under the Offer closing on 29 July
2022.
-- 1.2 million Venture Shares were issued on 15 March 2022 at an
allotment price of on 29 July 2022.
-- 4.1 million Venture Shares were issued on 1 April 2022 at an
allotment price of 116.39 pence under the Offer which closed on 29
July 2022.
-- 1.7 million Venture Shares were issued on 5 April 2022 at an
allotment price of 116.67 pence under the Offer which closed on 29
July 2022.
-- The B Share Class loan investment in Broadpoint 3 Ltd was repaid.
-- The Venture Cass sold their first investment, Credit Kudos,
at a profit for total proceeds of GBP2.6 million. 10% of the
proceeds are currently being held in escrow due to buyer
indemnities.
-- 5 new Venture share class investments completed totalling GBP1.7 million.
-- 1 Venture share class follow-on investment completed totalling GBP0.5 million.
Unaudited Non-Statutory Analysis of - The A Share Fund
Statement of Comprehensive Income
Year ended 28 February Year ended 28 February
2022 2021
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 209 - 209 339 - 339
Realised gain/(loss)
on investments - (334) (334) - - -
Unrealised gain/(loss)
on investments - 174 174 - - -
Investment return 209 (160) 49 339 - 339
Investment management
fees (74) (25) (99) (92) (27) (107)
Other expenses (92) (127) (219) (48) - (60)
Profit/(loss) before
taxation 43 (312) (269) 199 (27) 172
Taxation - - - (38) 5 (33)
Profit/(loss) after
taxation 43 (312) (269) 161 (22) 139
Profit/(loss) and
total comprehensive
income 43 (312) (269) 161 (22) 139
Basic and diluted
earnings per share 0.46p (3.17p) (2.71p) 1.62p (0.22p) 1.40p
Balance Sheet 28 February 2022 29 February 2021
GBP'000 GBP'000
Non-current assets
Financial assets at
fair value through
profit or loss 766 4,887
Current assets
Receivables 228 416
Cash and cash equivalents 433 52
661 468
Current liabilities
Payables (74) (77)
Corporation Tax (62) (62)
Net assets 1,291 5,216
Equity attributable to equity
holders 1,291 5,749
Net asset value per
share 13.25p 52.43p
Statement of Changes
in Shareholders' Equity
29 February
28 February 2022 2021
GBP'000 GBP'000
Opening Shareholders'
funds 5,216 5,749
Purchase of own Shares (81) -
Profit/(loss) for
the year (269) 139
Dividend paid (3,575) (672)
Closing Shareholders'
funds 1,291 5,216
Investment Portfolio
28 February 2022 28 February 2021
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying holdings 860 66.51 533 44.45 4,073 98.74 4,887 98.95
Non-Qualifying holdings - - 233 19.43 - - - -
Financial assets at fair
value through profit or loss 860 66.51 766 63.89 4,073 98.75 4,887 98.95
Cash and cash equivalents 433 33.49 433 36.11 52 1.25 52 1.05
1,293 100.00 1,199 100.00 4,125 100.00 4,939 100.00
Qualifying Holdings
Unquoted
Hydroelectric Power
Green Highland Allt Choire
A Bhalachain (225) Ltd - - - - 30 0.73 36 0.73
Green Highland Allt Ladaidh
(1148) Ltd - - - - 1,470 35.64 2,201 44.56
Green Highland Allt Luaidhe
(228) Ltd - - - - 855 20.73 1,037 21.00
Green Highland Allt Phocachain
(1015) Ltd - - - - 858 20.80 1,021 20.67
Green Highland Shenval Ltd 860 66.51 533 44.45 860 20.85 592 11.99
860 66.51 533 44.45 4,073 98.75 4,887 98.95
28 February 2022 28 February 2021
Cost Valuation Cost Valuation
Non-Qualifying Holdings GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted
SME Funding:
Hydroelectric Power
Broadpoint 3 Ltd - - 233 19.43 - - - -
- - 233 19.43 - - - -
Unaudited Non-Statutory Analysis of - The B Share Fund
Statement of Comprehensive Income
Year ended 28 February Year ended 28 February
2022 2021
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income - - - 1 - 1
Unrealised gain/(loss)
on investments - 91 91 - (2,651) (2,651)
Investment return - - - 1 (2,651) (2,650)
Investment management
fees - - - (22) (7) (29)
Other expenses (86) - (86) (93) - (93)
Profit/(loss) before
taxation (86) 91 5 (114) (2,658) (2,772)
Taxation 16 - 16 22 1 23
Profit/(loss) after
taxation (70) 91 21 (92) (2,657) (2,749)
(Loss)/profit and
total comprehensive
Income (70) 91 21 (92) (2,657) (2,749)
Basic and diluted
(loss)/earnings per
share (1.04p) 1.35p 0.31p (1.36p) (39.05p) (40.41p)
Balance Sheet 28 February 2022 29 February 2021
GBP'000 GBP'000
Non-current assets
Financial assets
at fair value through
profit or loss 4,065 3,974
Current assets
Receivables 3 5
Corporation Tax 47 30
Cash and cash equivalents (31) 83
19 118
Current liabilities
Payables (181) (185)
Net assets 3,903 3,907
Equity attributable to equity
holders 3,903 3,907
Net asset value per
share 57.69p 57.36p
Statement of Changes 28 February
in Shareholders' Equity 28 February 2022 2021
GBP'000 GBP'000
Opening Shareholders'
funds 3,907 6,996
Share buybacks (25) -
Profit/(loss) for
the year 21 (2,749)
Dividend paid - (340)
Closing Shareholders'
funds 3,903 3,907
Investment Portfolio
28 February 2022 28 February 2021
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying holdings 5,100 83.96 2,969 73.60 5,100 82.40 2,969 73.17
Non-Qualifying holdings 1,005 16.55 1,096 27.17 1,005 16.24 1,005 24.77
Financial assets at fair
value through profit or
loss 6,105 100.51 4,065 100.77 6,105 98.64 3,974 97.94
Cash and cash equivalents (31) (0.51) (31) (0.77) 83 1.36 83 2.06
6,074 100.00 4,034 100.00 6,188 100.00 4,057 100.00
Qualifying Holdings
Unquoted
Gas Power
Distributed Generators Ltd 3,200 52.68 1,925 47.72 3,200 51.70 1,925 47.44
Green Peak Generation Ltd 1,900 31.28 1,044 25.88 1,900 30.70 1,044 25.73
5,100 83.96 2,969 73.60 5,100 82.40 2,969 73.17
Investment Portfolio 28 February 2022 28 February 2021
Cost Valuation Cost Valuation
Non-Qualifying Holdings GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted
SME Funding
Other
Modern Power Generation
Ltd - - - - - - - -
Hydroelectric Power
Broadpoint 3 Ltd 1,005 16.55 1,096 27.17 1,005 16.24 1,005 24.77
1,005 16.55 1,096 27.17 1,005 16.24 1,005 24.77
Unaudited Non-Statutory Analysis of - The Venture Fund
Statement of Comprehensive Income
Year ended 28 February Year ended 28 February
2022 2021
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 26 - 26 34 - 34
Unrealised gain on
investments - 7,094 7,094 - 166 166
Investment return 26 7,094 7,120 34 166 200
Investment management
fees (329) (110) (439) (173) (50) (223)
Other expenses (596) - (596) (186) - (186)
Performance Fee - (939) (939) - - -
FX revaluation gain 94 94 - - -
Profit/(loss) before
taxation (899) 6,139 5,240 (325) 116 (209)
Taxation (74) (15) (89) 57 10 67
Profit/(loss) after
taxation (973) 6,124 5,151 (268) 126 (142)
Profit/(loss) and
total comprehensive
income (973) 6,124 5,151 (268) 126 (142)
Basic and diluted
loss per share (4.26p) 26.84p 22.57p (2.17p) 1.01p (1.16p)
Balance Sheet 28 February 2022 28 February 2021
GBP'000 GBP'000
Non-current assets
Financial assets at
fair value through
profit or loss 25,151 8,975
Current assets
Receivables 45 24
Corporation tax - 90
Cash and cash equivalents 5,845 5,316
5,890 5,430
Current liabilities
Payables (1,010) (197)
Net assets 30,031 14,208
Equity attributable to
equity holders 30,031 -
Net asset value per
share 113.55p 93.27p
Statement of Changes
in Shareholders' Equity
28 February 2022 28 February 2021
GBP'000 GBP'000
Opening Shareholders'
funds 14,208 6,625
Issue of new Shares 11,596 8,090
Share buyback & cancellation (250) -
Profit/(loss) for
the year 5,151 (142)
Dividend paid (674) (366)
Closing Shareholders'
funds 30,031 14,208
Investment Portfolio
28 February 2022 28 February 2021
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 17,314 73.27 24,667 79.58 8,327 58.99 8,492 59.44
Non-Qualifying holdings 471 1.99 484 1.56 470 3.33 483 3.38
Financial assets at fair
value
through profit or loss 17,785 75.26 25,151 81.14 8,797 62.33 8,975 62.80
Cash and cash
equivalents 5,845 24.74 5,845 18.86 5,316 37.67 5,316 37.20
23,630 100.00 30,996 100.00 14,113 100.00 14,291 100.00
=========
Qualifying Holdings
Unquoted
Venture Investments
Degreed Inc. 300 1.27 533 1.72 300 2.13 315 2.20
Augnet Ltd 300 1.27 - - 300 2.13 150 1.05
MWS Technology Ltd 150 0.63 353 1.14 150 1.06 177 1.24
Counting Ltd (t/a
Counting
Up) 920 3.89 835 2.69 920 6.52 1,044 7.31
Ably Real Time Ltd 1,312 5.55 3,153 10.17 500 3.54 500 3.50
Heydoc Ltd 760 3.22 1,374 4.43 400 2.83 400 2.80
Vyne Technologies Ltd 1,127 4.77 3,725 12.02 560 3.97 894 6.26
Homelyfe Limited (t/a
Aventus) 700 2.96 - - 500 3.54 475 3.32
Digital Therapeutics Inc
(t/a
Quit Genius) 1,245 5.27 2,755 8.89 698 4.95 614 4.30
Adfenix AB 799 3.38 673 2.17 799 5.66 723 5.06
Credit Kudos Limited 500 2.12 2,518 8.12 500 3.54 500 3.50
Artifical Artists Ltd 150 0.63 120 0.39 150 1.06 150 1.05
Veremark Limited 450 1.90 471 1.52 150 1.06 150 1.05
Localz UK 750 3.17 750 2.42 500 3.54 500 3.50
Sealit Ltd 200 0.85 180 0.58 200 1.42 200 1.40
Bkwai Ltd 250 1.06 170 0.55 200 1.42 200 1.40
Exate Ltd 500 2.12 400 1.29 500 3.54 500 3.50
Expression Insurance
Services
Limited 500 2.12 681 2.20 500 3.54 500 3.50
Kamma Limited 500 2.12 250 0.81 500 3.54 500 3.50
Seedata Limited 150 0.63 150 0.48 - - - -
Stepex Limited 499 2.11 499 1.61 - - - -
Anorak Limited 700 2.96 525 1.69 - - - -
Gameplan Technology
Limited 1,000 4.23 1,000 3.23 - - - -
Nook 250 1.06 250 0.81 - - - -
Tickitto Al Limited 1,000 4.23 1,000 3.23 - - - -
SonicJobs Ltd 450 1.90 450 1.45 - - - -
Superlayer Ltd 224 0.95 224 0.72 - - - -
Knok Healthcare Limited 513 2.17 513 1.66 - - - -
Learnerbly Ltd 200 0.85 200 0.65 - - - -
Pixie 915 3.87 915 2.95 - - - -
17,314 73.27 24,667 79.58 8,327 58.99 8,492 59.44
=========
Investment Portfolio 28 February 2022 28 February 2021
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Non-Qualifying Holdings
Unquoted
Other
Modern Power Generation Ltd 471 1.99 484 1.56 470 3.33 483 3.38
471 1.99 484 1.56 470 3.33 483 3.38
Shareholder Information
Board
Jane Owen (Chair)
Julian Bartlett
Tim Clarke
Chad Murrin
Company Secretary and Registered Office:
Hanway Advisory Limited
1 King William Street
London EC4N 7AF
Registered Number
07324448
FCA Registration number
659605
Investment Manager and Administrator
Triple Point Investment Management LLP
1 King William Street
London EC4N 7AF
Tel: 020 7201 8989
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London SE1 9BG
Registrars
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS13 8AE
VCT Taxation Advisers
Philip Hare & Associates LLP
6 Snow Hill,
London,
England,
EC1A 2AY
Bankers
The Royal Bank of Scotland plc
54 Lime Street
London EC3M 7NQ
Adviser (Venture Investments)
Shoosmiths LLP
1 Bow Churchyard
London EC4M 9DQ
Financial Calendar
Key Events Date
Annual General Meeting 14 July 2022
Financial half year end 31 August 2022
Announcement of half-year results 19 October 2022
Financial year end 28 February 2023
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END
FR SESFAWEESEFI
(END) Dow Jones Newswires
May 30, 2022 02:00 ET (06:00 GMT)
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