TIDMTV1
THAMES VENTURES VCT 1 PLC
LEI: 213800R88MRC4Y3OIW86
HALF-YEARLY REPORT FOR THE
SIX MONTHSED 30 SEPTEMBER 2023
Financial Summary
30 Sep 31 Mar 30 Sep Nov
2023 2023 2022 2013
pence pence pence pence
Unaudited Audited Unaudited Unaudited
Net Asset Value per share ("NAV") 48.5 51.8 58.8 100.4
Cumulative dividends paid since Nov 2013 45.5 44.5 43.0 -
Total Return (NAV plus cumulative dividends paid per
share) 94.0 96.3 101.8 100.4
Chairman's Statement
I present the Company's unaudited Half-Yearly Financial Report
for the six months ended 30 September 2023.
Following an eventful year ended 31 March 2023 for the Company,
with the main Investment Adviser changing from Downing LLP to
Foresight Group LLP, the six-month period ended 30 September 2023
has been more settled from a management perspective. However,
performance has been disappointing, with the UK investment
environment continuing to remain challenging.
Net asset value and results
As at 30 September 2023, the Company's NAV stood at 48.5p, a
decrease of 2.3p (or 4.4%) compared to the 31 March 2023 year-end
position, after adding back the 1.0p dividend paid during the
period.
The loss attributable to equity shareholders for the period was
GBP4.4 million, comprising a revenue gain of GBP0.2 million and a
capital loss of GBP4.6 million.
Investment activity and performance
Over the last six months the Company has made new and follow-on
investments totalling GBP2.4 million, as well as receiving proceeds
of GBP3.3 million from exit events across the portfolio.
At the period end, the Company held a portfolio of 63 active
investments, with 54% in unquoted growth (by value), 26% held in
quoted growth and 20% in unquoted yield focused investments. A
total of 31 investments are held in the quoted growth category
which are either quoted on AIM, the Main Market or the AQSE Growth
Market and have a value of GBP16.9 million. This includes one
investment in new company, DXS International Plc. The 32 unquoted
investments have a value of GBP48.9 million.
The reduction in value of the Company's investments over the
period was driven by a large reduction (GBP4.1 million) in the
valuation of Cornelis Networks Inc., with the Company's position
being heavily diluted as a result of being unable to participate in
the most recent funding round, as the portfolio company no longer
meets the gross assets test in order to be VCT qualifying.
Limitless Limited also experienced a decrease in valuation of
GBP625,000, due to a co-investor remaining on the UK sanctions
list. Furthermore, the valuation of the quoted portfolio fell by
GBP1.9 million during the period, following the trend of the FTSE
AIM All Share market.
Offsetting the valuation decreases above, there were some
positive valuation movements seen from Carbice Limited, Cambridge
Touch Technologies and FundingXchange Limited. Further details can
be found in the Investment Adviser's Report on pages 4 to 6.
Dividends
The Company has a stated policy of seeking to pay dividends
equivalent to at least 4% of NAV each year. The Board has declared
an interim dividend of 1.0p (equivalent to 2.1% of NAV at 30
September 2023) which will be paid on 2 February 2024 to
Shareholders on the register as at 29 December 2023.
The above interim dividend will take the total dividends paid
since the merger in November 2013 to 46.5p per share.
Running costs
Shareholders are reminded that the Company benefits from a
running cost cap provided by the Investment Adviser, whereby any
costs above 2.6% of net assets per annum are met by the Adviser by
way of a reduction in their fees.
Special Administration of the Company's Custodian of Quoted
Assets
Since September 2020, the Company has used IBP Markets Limited
("IBP") as custodian for its quoted investments. Appointing a
custodian is a requirement of the FCA, and IBP is an FCA authorised
and regulated wholesale broker, providing custody services and
access to equity and fixed income securities for non-retail clients
(which includes the Company). On 13 October 2023, the FCA published
a supervisory notice under section 55L(3)(a) of the Financial
Services and Markets Act 2000, imposing certain restrictions on
IBP. On the same date, IBP applied to the High Court and special
administrators were appointed. The special administrators have yet
to publish an estimated outcome statement and therefore the full
impact is currently unknown. The Investment Adviser is actively
collaborating with the special administrators to reach a resolution
and will communicate with Shareholders when further information
becomes available. Whilst this is being resolved, the Company is
unable to trade any of its AIM and fully listed portfolio on the
quoted market.
The Investment Adviser is in regular dialogue with the special
administrators. The outcome remains subject to change particularly
as additional claims may be made on custody assets and client money
and there remains a risk to the positions. However, considering the
information made available to the Company at the date of this
report, there is currently little indication that there will be a
materially adverse impact to Shareholders with respect to the
custody assets. The position with respect to client money remains
to be determined, but total cash at IBP represented less than 1.5%
of NAV as at 30 September.
Fundraising
With the uncertainty brought about by the special administration
of the custodian of the Company's quoted stocks, we have not been
in a position to launch a fundraise so far this year. Once clarity
is achieved on the IBP situation, the Board will be able to
consider options for fundraising and will communicate this with
Shareholders.
Share buybacks
The Company usually operates a policy of buying back its own
shares that become available in the market, subject to regulatory
and liquidity factors. The Board review these on a regular basis
and will make appropriate adjustments as it sees fit.
Historically, we have been able to rely on the fact that we
could liquidate part of our quoted portfolio if there was ever a
shortage of cash. Unfortunately, given the IBP situation noted
above, we would not currently be able to do this if required in the
short term. Although our cash position remains reasonably healthy
at the moment, the Board have reviewed the investment pipeline and
cash flow forecast for the next 12 months and deem it prudent to be
cautious with regard to the Company's uninvested funds and not
undertake any buybacks. The Board will review this decision at the
end of February 2024 when the IBP situation is clearer.
Sunset clause
A "sunset clause" applies to the current approved scheme for EIS
and VCT tax reliefs. This clause provides that income tax relief
will expire on subscriptions made for VCT shares on or after 6
April 2025, unless the legislation is amended to make the scheme
permanent, or the "sunset clause" is extended.
The UK Chancellor confirmed in the autumn statement that the
government remains committed to ensuring early-stage, innovative
companies have access to the investment they need to grow and
develop. As a result it was announced on 22 November 2023 that the
government will legislate to extend the Enterprise Investment
Scheme ('EIS') and Venture Capital Trusts ('VCT') to 2035.
Directorate
It was earlier communicated that within this period, Stuart
Goldsmith, the last remaining founding Director of the Company,
would be stepping down from the Board. My fellow Directors and I
express our gratitude for his dedicated work throughout the years.
On December 12, 2022, as part of a planned succession, Atul Devani
officially joined the Board, contributing his VCT experience and
expertise in the technology sector, enriching the Board's
capabilities going forward.
Change of Company Secretary and Registered Office
I am pleased to announce that Foresight Group LLP was appointed
as Company Secretary effective from 1 September 2023, succeeding
Grant Whitehouse. I would like to take this opportunity to thank
Grant for his many years of dedication and service to the
Company.
Outlook
Businesses continue to face multiple challenges in the UK and
internationally. The investment team will continue to monitor the
existing portfolio companies closely to ensure management address
the macroeconomic challenges appropriately and have the support
that they need to do so. The Board hopes to see the ventures
investment team continue to leverage the full benefits of the
regional office network and other resources of Foresight Group.
Chris Kay
Chairman
21 December 2023
Investment Adviser's Report
We present our Investment Adviser's Report for the six-month
period to 30 September 2023.
Unquoted Portfolio
Investment focus
In line with the current VCT regulations, the Company focus has
for some years now been on young unquoted growth businesses. This
focus will continue and other areas of Thames Ventures VCT 1's
portfolio are expected to continue to reduce in size as suitable
exit opportunities arise and proceeds are reinvested in the core
area.
Investment activity
During the period, the Company invested a total of GBP1.9
million as further funding into two existing unquoted portfolio
companies.
There were no investments made into new unquoted companies
during the period, however, shortly after the period-end, GBP1.4
million was invested in a new company, Inoviv Limited. Inoviv has a
long-term data play in drug discovery and trials, having developed
novel precision biomarker technology which helps pharmaceutical
customers run drug trials more efficiently. This investment will
enable Inoviv to further accelerate their commercial plans,
including facilitating the development of tests across more
diseases.
The above excludes activity in the quoted portfolio, which is
detailed in isolation on page 5 of this report.
The two follow-on investments are summarised as follows:
A further GBP1.75 million was invested into existing portfolio
company, Cambridge Touch Technologies Limited, a company developing
pressure sensitive multi touch technology.
A total of GBP150,000 was invested into Cambridge Respiratory
Innovations Limited (now trading as Tidal Sense) who have developed
a patent--protected ultrahigh sensitivity handheld capnometer to
provide actionable insights at the point of care for the diagnosis,
monitoring and management of cardiorespiratory conditions.
There were 11 full exits of unquoted investments in the period,
as summarised below:
Imagen Limited, a Software as a Service ("SaaS") video
management platform which holds both current and archive footage
for major sporting organisations and news outlets. The company was
sold for initial cash consideration of GBP1.7 million at a gain
over cost of GBP0.7 million. There is also GBP0.2 million deferred
consideration, taking total proceeds to GBP1.9 million and a total
gain over cost of GBP0.9 million. DiA Imaging Analysis, a leading
provider of advanced Artificial Intelligence based solutions for
ultrasound analysis, was also sold in the period for initial
proceeds of GBP0.2m versus cost invested of GBP0.2m. There is also
a deferred element of consideration meaning a gain over cost will
be realised on this exit.
There were further proceeds of GBP0.3 million received in
relation to the winding up of two investments in the unquoted
yield-focused portfolio, Downing Pub EIS ONE Limited and Pearce
& Saunders Limited. No further proceeds are anticipated on
these investments.
Portfolio valuation
Excluding the portfolio of quoted investments, there were net
valuation losses of GBP2.5 million over the period, which included
GBP0.1 million of unrealised foreign exchange gains.
Eleven companies in the portfolio recorded a combined valuation
gain of GBP3.7 million in the period. However, this was offset by a
number of companies reporting combined valuation losses totalling
GBP6.2 million. This is driven by the ongoing challenges for
businesses operating in the UK and associated restriction on access
to capital. The GBP3.7 million of uplift in valuation over the
period is driven by the following investments.
Carbice Limited (GBP1.6 million), the developer of a suite of
products based on its carbon material called Carbice Carbon which
is primarily used as thermal management solutions to enable greater
thermal conductivity, has continued to progress well during the
period, with recurring revenues continuing to grow and continued
progress on fundraising. This movement includes the impact of FX as
this is a USD-denoted investment.
Cambridge Touch Technologies Limited (GBP862,000), a company
developing pressure sensitive multi touch technology. The value of
this investment was uplifted to reflect the valuation of the round
which completed during the period.
FundingXchange Limited (GBP718,000), an SME funding platform and
B2B technology provider which enables online lending. After a
challenging twelve months, this company has negotiated additional
funding to deliver its growth plan. The valuation of this
investment has therefore been uplifted to reflect this.
Offsetting these valuation uplifts, are a number of valuation
decreases across the unquoted portfolio.
Cornelis Networks, Inc. (GBP4.1 million) is a technology
provider delivering purpose-built high-performance fabrics for High
Performance Computing, Analytics and Artificial Intelligence to
leading commercial, scientific, academic, and government
organizations. The valuation was amended to reflect a funding round
which closed in the period in which Thames Ventures VCT 1 Plc was
unable to participate due to the company not meeting the gross
assets test to be VCT-qualifying. Not participating led to a
significant dilution of the Company's stake which has been
reflected in the movement in valuation. This movement includes the
impact of FX as this is a USD-denoted investment.
Limitless Limited (GBP625,000), the developer of a crowdsourced
customer service platform, was subject to a valuation reduction as
a result of one of the co-investors being on the UK Sanctions List
giving rise to a funding risk.
CommerceIQ Inc. (GBP394,000), the pioneer in helping brands win
on retail ecommerce channels. Their unified platform applies
machine learning and automation across marketing, supply chain, and
sales operations to help brands gain market share profitably. This
valuation movement is simply a reflection of current market
conditions. The company continues to perform well growing revenues
during the period and supported by a very strong balance sheet.
This movement includes the impact of FX as this is a USD-denoted
investment.
Data Centre Response Limited (GBP344,000), a provider of
uninterruptable power supply systems. A discount has been applied
to the EBITDA multiple approach to reflect the challenging market
conditions which has led to an unrealised fair value loss on this
investment.
There are a number of smaller valuation movements which
partially offset one another for the half-year period, ultimately
resulting in an additional net decrease in value of GBP238,000.
Quoted Portfolio
Investment focus
The Company continues to hold a portfolio of quoted investments,
most of which are quoted on the AIM market. The team at Downing LLP
continue to provide management services in respect of these
investments under a subcontract agreement with Foresight.
Investment activity
At 30 September 2023, the quoted portfolio comprised 31
investments with a value of GBP16.9 million. There was only one
material transaction in the period -- the part sale of Tracsis plc
realising a gain GBP548,000. The decision to take profits in this
holding was to reduce the large exposure to the Company after the
share price had performed well. Tracsis remains one of the larger
positions in the portfolio, reflecting our confidence in this niche
transport software business.
There were two investments made into quoted assets during the
period: new investment DXS International Plc (GBP300,000) and
existing investment Deepmatter Group Plc (GBP159,000).
Portfolio valuation
The quoted portfolio continued to be volatile in the period,
following the trend of the FTSE AIM All Share market which was down
11.6%, which drove a GBP1.9 million fall in net valuation in the
period.
Ten companies in the portfolio recorded a combined valuation
gain of GBP0.8 million, however this was offset by a number of
companies reporting combined valuation losses totalling GBP2.7
million. Driving the gains in the period were uplifts in Anpario
Plc (GBP402,000) and Craneware Plc (GBP243,000) however material
unrealised losses include Tracsis Plc (GBP547,000), Genincode Plc
(GBP292,000), Libertine Holdings Plc (GBP254,000), Inland Homes Plc
(GBP210,000) and Impact Healthcare REIT Plc (GBP210,000). The
remaining portfolio recorded a total unrealised loss of GBP1.0
million. Whilst the companies continued to trade resiliently, this
was not necessarily reflected in share prices. Since the period
end, share prices have begun to recover into the December
pre-Christmas trading period.
Although our view continues to be that the coming months are
likely to remain challenging from a macroeconomic perspective,
there is certainly renewed interest in UK smaller companies with
the FTSE AIM All Share up over 9% since the beginning of November.
The Investment Adviser is pleased to note that at the date of this
report, the quoted portfolio had recovered by GBP0.7 million since
the period end, representing a 4.4% uplift. We reiterate that the
quoted portfolio contains good quality companies, with plenty of
scope for self-help, strong balance sheets, and significant
prospects for growth over the long-term which we hope will
translate into an improved longer term share price performance.
Outlook
The six months to 30 September 2023 has continued to see
increasingly challenging market conditions, with inflation and
global interest rates still high, which has had an inevitable
impact on the portfolio.
Further to this, there have been a number of events impacting
the valuation of unquoted investments which have been unavoidable,
as detailed above, and the volatility of the quoted portfolio
remains in line with FTSE AIM All Share market trends.
Despite this, we continue to see improved performance from
certain portfolio companies and anticipate this will continue.
Further to this, the economic situation has recently seen its first
glimpse of hope with the UK's annual inflation rate falling sharply
in October, its lowest level for two years. This being said, we are
cognisant that the market has been, and will continue to be, tough
for many of these companies. The portfolio companies that survive
this economic turbulence may be better placed than beforehand, due
to tighter cost and cash management.
We continue to expand our team to enable us to take full
advantage of the opportunities we are seeing, whilst continuing to
support the existing portfolio companies.
Thames Ventures Team
Foresight Group LLP
21 December 2023
Unaudited Income Statement
For the six months ended 30 September 2023
Six months ended Six months ended Year ended
30 September 2023 30 September 2022 31 March 2023
(Unaudited) (Unaudited) (Audited)
Revenue Capital Total Revenue Capital Total Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- ------- ------- ------- ------- ------- ------- --------------
Income 1,065 - 1,065 2,710 - 2,710 3,031
Losses on investments 10 - (4,175) (4,175) - (3,728) (3,728) (12,351)
1,065 (4,175) (3,110) 2,710 (3,728) (1,018) (9,320)
Investment management
fees (449) (449) (898) (275) (275) (550) (1,598)
Other expenses (376) - (376) (388) - (388) (812)
Return/(loss) on
ordinary activities
before tax 240 (4,624) (4,384) 2,047 (4,003) (1,956) (11,730)
Tax on total comprehensive
income and ordinary
activities (24) 24 - (78) 78 - -
Return/(loss) attributable
to equity shareholders 5 216 (4,600) (4,384) 1,969 (3,925) (1,956) (11,730)
Basic and diluted
return per share 0.1p (2.5)p (2.4)p 1.1p (2.2)p (1.1)p (6.5)p
The total column within the Income Statement represents the
Statement of Total Comprehensive Income of the Company prepared in
accordance with Financial Reporting Standards ("FRS102"). There are
no other items of comprehensive income. The supplementary revenue
and capital return columns are prepared in accordance with the
Statement of Recommended Practice issued in November 2014 and
updated in July 2022 by the Association of Investment Companies
("AIC SORP").
Unaudited Balance Sheet
as at 30 September 2023
Company number: 03150868
30 Sep 30 Sep 31 Mar
2023 2022 2023
GBP'000 GBP'000 GBP'000
Note (Unaudited) (Unaudited) (Audited)
Fixed assets
Investments 10 65,871 81,130 71,227
Current assets
Debtors 7,393 5,896 6,828
Cash at bank and in hand 13,580 20,051 15,282
20,973 25,947 22,110
Creditors: amounts falling due within one
year (1,077) (1,298) (1,354)
----------------------------------------------
Net current assets 19,896 24,649 20,756
Net assets 85,767 105,779 91,983
Capital and reserves
Called up share capital 8 1,770 1,799 1,774
Capital redemption reserve 9 71 1,711 32
Share premium account 9 2,252 81,236 428
Funds held in respect of shares not yet
allotted 9 - 16 -
Special reserve 9 85,122 15,873 88,813
Capital reserve realised 9 (5,627) - -
Revaluation reserve 9 3,619 6,024 2,592
Revenue reserve 9 (1,440) (880) (1,656)
Equity shareholders' funds 85,767 105,779 91,983
Basic and diluted net asset value per 7 48.5p 58.8p 51.8p
share
Statement of Changes in Equity
For the six months ended 30 September 2023
Called
up Capital Share Capital
share redemption premium Special reserve Revaluation Revenue
capital reserve account reserve realised reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
For the six months ended 30 September 2023
At 1 Apr 2023 1,774 32 428 88,813 - 2,592 (1,656) 91,983
Total
comprehensive
income - - - - (5,627) 1,027 216 (4,384)
Transactions with owners
Dividend paid - - - (1,779) - - - (1,779)
Issue of new
shares 29 - 1,556 - - - - 1,585
Share issue
costs - - (7) - - - - (7)
Shares issued
under the
dividend
reinvestment
scheme 6 - 275 - - - - 281
Purchase of
own shares (39) 39 - (1,912) - - - (1,912)
At 30 Sept
2023 1,770 71 2,252 85,122 (5,627) 3,619 (1,440) 85,767
Statement of Changes in Equity
For the year ended 31 March 2023
Funds
held in
Called respect
up Capital Share of shares Capital
share redemption premium not yet Special reserve Revaluation Revenue
capital reserve account allotted reserve realised reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
For the year ended 31 March 2023
At 1 April
2022 1,776 1,697 79,035 78 16,328 - 11,303 (744) 109,473
Total
comprehensive
income - - - - - (1,204) (11,718) 1,192 (11,730)
Realisation of
revaluations
from previous
years* - - - - - 2,438 (2,438) - -
Realisation of
impaired
valuations - - - - - (5,445) 5,445 - -
Transfer
between
reserves* - (1,710) (81,236) - 74,984 7,962 - - -
Transactions with owners
Dividends paid - - - - - (3,751) - (2,104) (5,855)
Utilised in
share issue - - - (78) - - - (78)
Issue of new
shares 43 - 2,680 - - - - - 2,723
Share issue
costs - - (51) - - - - - (51)
Purchase of
own shares (45) 45 - - (2,499) - - - (2,499)
At 31 March
2023 1,774 32 428 - 88,813 - 2,592 (1,656) 91,983
* A transfer of GBPnil representing previously recognised unrealised gains on disposal of investments during the period ended 30 September 2023 (year ended 31 March 2023: GBP2.4m) has been made from the revaluation reserve to the capital reserve -realised.
A transfer of GBPnil representing realised gains on disposal of
investments, less the excess of capital expenses over capital
income and capital dividends in the period (year ended 31 March
2023: losses GBP8.0m) has been made from the capital reserve -
realised to the special reserve.
Unaudited Cash Flow Statement
For the six months ended 30 September 2023
Six months ended Six months ended Year ended
30 Sep 2023 30 Sep 2022 31 Mar 2023
(Unaudited) (Unaudited) (Audited)
GBP'000 GBP'000 GBP'000
Cash flow from operating activities
------------------------------------- ------
Loss on ordinary activities before
taxation (4,384) (1,956) (11,730)
-------------------------------------- ------
Loss on investments 4,175 3,728 12,351
-------------------------------------- ------
Increase/(decrease) in creditors 82 635 (60)
-------------------------------------- ------
Increase in debtors (891) (2,596) (3,529)
-------------------------------------- ------
Cash from operations
------
Corporation tax paid - - -
------
Net cash outflow from operating
activities (1,018) (189) (2,968)
------
Cash flow from investing activities
------
Purchase of investments (2,209) (5,673) (11,758)
------
Proceeds from disposal of investments 3,295 6,769 14,134
------
Proceeds from deferred consideration 419 - -
------
Net cash inflow from investing
activities 1,505 1,096 2,376
------
Cash flows from financing activities
------
Proceeds from share issue 1,586 2,289 1,781
------
Funds held in respect of shares
not yet allotted - 0 (63) (78)
------
Share issue costs (7) (51) (51)
------
Purchase of own shares (2,270) (729) (1,723)
------
Equity dividends paid (1,498) (3,158) (4,911)
------
Net cash outflow from financing
activities (2,189) (1,712) (4,982)
------
Decrease in cash (1,702) (805) (5,574)
------
Net movement in cash
------------------------------------- ------
Beginning of period 15,282 20,856 20,856
-------------------------------------- ------
Net cash outflow (1,702) (805) (5,574)
-------------------------------------- ------
End of period 13,580 20,051 15,282
-------------------------------------- ------
Summary of Investment Portfolio
as at 30 September 2023
Valuation
Additions movement % of portfolio
Cost Valuation / (disposals) in period by value
GBP'000 GBP'000 GBP'000 GBP'000
Top twenty venture capital investments
(by value)
Tracsis Plc* 1,297 5,541 (694) (547) 7.0%
Doneloans Limited 3,631 4,146 - (10) 5.2%
Cambridge Touch Technologies Limited 2,709 4,078 1,750 862 5.1%
Downing Strategic Micro-cap Investment
Trust Plc** 5,699 3,559 - (181) 4.5%
Carbice Corporation Inc 3,020 3,532 - 1,649 4.4%
Ayar Labs Inc 1,280 3,173 - 46 4.0%
Baron House Developments LLP 2,695 2,961 - (57) 3.7%
Hackajob Limited 2,284 2,568 - (18) 3.2%
Virtual Class Limited 1,164 2,183 - (112) 2.8%
Cadbury House Holdings Ltd 3,082 2,162 - - 2.7%
Data Centre Response Limited 557 2,022 - (344) 2.5%
Maestro Media Limited 1,320 1,868 - - 2.4%
Trinny London Limited 443 1,813 - (76) 2.3%
Rated People Limited 1,582 1,743 - (78) 2.2%
Anpario Plc* 1,448 1,608 - 402 2.1%
Parsable Inc 1,532 1,529 - 23 1.9%
Vivacity Labs Limited 1,289 1,443 - - 1.8%
Bulbshare Limited 749 1,349 - 67 1.7%
CommerceIQ Inc 1,749 1,337 - (394) 1.7%
FundingXchange Limited 1,335 1,279 - 718 1.6%
38,865 49,894 1,056 1,950 62.8%
Other venture capital investments 38,772 15,977 (1,992) (6,370) 20.1%
Total investments 77,637 65,871 (936) (4,420) 82.9%
Cash at bank and in hand 13,580 17.1%
Total investments and cash 79,451 100.0%
All venture capital investments are unquoted unless otherwise
stated.
* Quoted on AIM
** Listed and traded on the Main Market of the London Stock
Exchange
The valuation movement in the period includes unrealised foreign
exchange gains of GBP110,000.
Summary of Investment Movements
For the six months ended 30 September 2023
Additions
GBP'000
Quoted investments
DXS International Plc 300
Deepmatter Group Plc 159
459
Unquoted investments
Cambridge Touch Technologies Limited 1,750
Tidalsense Limited 150
1,900
Total additions 2,359
Disposals
Valuation
Value at movement Realised
Cost 31/03/23 Proceeds in period gain/(loss)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Quoted growth
investments
Tracsis Plc 146 686 694 8 548
Let's Explore Group
Plc 325 276 375 99 50
Genincode Plc 26 23 18 (5) (8)
497 985 1,087 102 590
Unquoted yield focused investments
Pearce & Saunders
Ltd 1,122 - 172 172 (950)
Downing Pub EIS ONE
Limited 68 94 87 (7) 19
Pearce & Saunders
Devco Ltd 84 70 - (70) (84)
Quadrate Spa Ltd 372 - - - (372)
Top Ten Holdings
Plc 399 - - - (399)
Quadrate Catering
Ltd 1,500 - - - (1,500)
Yamuna Renewables
Limited 2,500 - - - (2,500)
6,045 164 259 95 (5,786)
Unquoted growth investments
Imagen Limited 1,000 1,703 1,746 43 746
DIA Imaging
Analysis Limited 207 282 196 (86) (11)
Ludorum Plc 177 - 7 7 (170)
Live Better With
Limited 990 - - - (990)
2,374 1,985 1,949 (36) (425)
8,916 3,134 3,295 161 (5,621)
Notes to the Unaudited Financial Statements
For the six months ended 30 September 2023
1. General information
Thames Ventures VCT 1 plc ("the Company") is a Venture Capital
Trust established under the legislation introduced in the Finance
Act 1995 and is domiciled in the United Kingdom and incorporated in
England and Wales.
1. Basis of accounting
The unaudited half-yearly financial results cover the six months
to 30 September 2023 and have been prepared in accordance with the
accounting policies set out in the statutory accounts for the year
ended 31 March 2023, which were prepared in accordance with the
Financial Reporting Standard 102 ("FRS102") and in accordance with
the Statement of Recommended Practice "Financial Statements of
Investment Trust Companies" issued in November 2014 and updated in
July 2022 ("SORP").
1. The Company has only one class of business and derives its income from
investments made in shares, securities and bank deposits.
2. The comparative figures were in respect of the six months ended 30
September 2022 and the year ended 31 March 2023 respectively.
3. Return per share
Weighted average Capital
number of shares in issue Revenue return loss
GBP'000 GBP'000
Six months ended 30 September
2023 179,310,912 216 (4,600)
-----------------------------------
Six months ended 30 September
2022 180,153,252 1,969 (3,925)
-----------------------------------
Year ended 31 March 2023 179,972,333 1,192 (12,922)
-----------------------------------
1. Dividends paid in the period
Six months ended Year ended
30 September 2023 31 March 2023
Revenue Capital Total Total
Date paid GBP'000 GBP'000 GBP'000 GBP'000
---------------
2023 Final Sep 2023: 1.0p - 1,779 1,779 -
---------------
2023
Interim Jan 2023: 1.5p - - - 2,699
---------------
2022 Final Aug 2022: 1.75p - - - 3,156
---------------
- 1,779 1,779 5,855
---------------------------------
1. Basic and diluted net asset value per share
Shares in
issue Net assets NAV per share
No. GBP'000 Pence
------------------
30 September 2023 176,968,887 85,767 48.5
30 September 2022 179,899,225 105,779 58.8
31 March 2023 177,441,775 91,983 51.8
1. Called up share capital
Shares in
issue GBP'000
------------------
30 September 2023 176,968,887 1,770
30 September 2022 179,899,225 1,799
31 March 2023 177,441,775 1,774
1. Reserves
The Special reserve is available to the Company to enable the
purchase of its own shares in the market without affecting its
ability to pay dividends/capital distributions.
30 Sep 30 Sep 31 Mar
2023 2022 2023
GBP'000 GBP'000 GBP'000
----------------------------------------
Capital redemption reserve 71 1,711 32
----------------------------------------
Share premium account 2,252 81,236 428
----------------------------------------
Funds held in respect of shares not
yet allotted - 16 -
----------------------------------------
Special reserve 85,122 15,873 88,813
----------------------------------------
Capital reserve realised (5,627) - -
----------------------------------------
Revaluation reserve 3,619 6,024 2,592
----------------------------------------
Revenue reserve (1,440) (880) (1,656)
----------------------------------------
Total reserves 83,997 103,980 90,209
----------------------------------------
Distributable reserves are calculated as follows:
30 Sep 30 Sep 31 Mar
2023 2022 2023
GBP'000 GBP'000 GBP'000
---------------------------------------------
Special reserve 85,122 15,873 88,813
---------------------------------------------
Capital reserve (5,627) - -
---------------------------------------------
Revenue reserve (1,440) (880) (1,656)
---------------------------------------------
Unrealised losses (excluding unrealised
unquoted gains) (12,622) (11,434) (9,973)
---------------------------------------------
65,433 3,559 77,184
---------------------------------------------
1. Investments
Unquoted Quoted on Aquis Quoted on Quoted
investments Growth Market Main Market on AIM Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening cost at 1 April 2023 60,855 48 7,216 16,074 84,193
Unrealised gains/(losses)
at 1 April 2023 6,195 (47) (2,056) (1,500) 2,592
Permanent impairment losses
at 1 April 2023 (15,288) - - (270) (15,558)
Opening fair value at 1 April
2023 51,762 1 5,160 14,304 71,227
Movements in the year:
Purchased at cost 1,900 300 - 159 2,359
Disposals - proceeds (2,208) - - (1,087) (3,295)
- realised (losses)/gains
on disposals* (6,211) - - 590 (5,621)
Unrealised foreign exchange
gains 110 - - - 110
Unrealised gains/(losses)* 3,590 (94) (391) (2,014) 1,091
Closing value at 30 Sept
2023 48,943 207 4,769 11,952 65,871
Closing cost at 30 Sept 2023 54,336 348 7,216 15,736 77,636
*Losses on investments in the Income Statement include realised
gains relating to the deferred consideration receipts totalling
GBP419,000 from ADC Biotechnology Limited (GBP310,000), StorageOS
Inc (GBP89,000) and Black & White Hospitality Limited
(GBP20,000).
* Losses on investments in the Income Statement also include
unrealised gains which are a result of the deferred consideration
debtor decrease of GBP174,000. The debtor movement reflects the
recognition of amounts receivable in respect of DIA Imaging
Analysis Limited (GBP47,000) and Imagen Limited (GBP156,000),
offset by receipts in respect of ADC Biotechnology Limited
(GBP310,000) and StorageOS Inc (GBP89,000) and FX uplifts made
against balances in respect of Efundamentals Group Limited
(GBP5,000) and StorageOS Inc (GBP17,000).
The fair value of investments is determined using the detailed
accounting policy as shown in the audited financial statements for
the year ended 31 March 2023. The Company has categorised its
financial instruments using the fair value hierarchy as
follows:
Level 1 Reflects financial instruments quoted in an active market (quoted companies and fixed interest bonds);
Level 2 Reflects financial instruments that have prices that are observable either directly or indirectly; and
Level 3 Reflects financial instruments that use valuation techniques that are not based on observable market data (investments in unquoted shares and loan note investments).
Level Level Level 30 Sep Level Level Level 31 Mar
1 2 3 2023 1 2 3 2023
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Quoted on AIM 11,952 - - 11,952 14,304 - - 14,304
Quoted on Aquis 207 - - 207 1 - - 1
Quoted on main
market 4,769 - - 4,769 5,160 - - 5,160
Unquoted loan
notes - - 10,467 10,467 - - 10,467 10,467
Unquoted equity - - 38,476 38,476 - - 41,295 41,295
16,928 - 48,943 65,871 19,465 - 51,762 71,227
The unaudited financial statements set out herein do not
constitute statutory accounts within the meaning of Section 434 of
the Companies Act 2006 and have not been delivered to the Registrar
of Companies. The figures for the year ended 31 March 2023 have
been extracted from the financial statements for that year, which
have been delivered to the Registrar of Companies; the Auditor's
report on those financial statements was unqualified.
11. Going concern
The Directors have reviewed the Company's financial resources at
the period end and concluded that the Company is well placed to
manage its business risks.
The Directors confirm that they are satisfied that the Company
has adequate resources to continue to operate for the foreseeable
future. For this reason, the Directors believe that the Company
continues to be a going concern and that it is appropriate to apply
the going concern basis in preparing the financial statements.
12. Risks and uncertainties
Under the Disclosure and Transparency Rules, the Board is
required, in the Company's half-year results, to report on
principal risks and uncertainties facing the Company over the
remainder of the financial year. The lingering impact of the
coronavirus pandemic and the consequential behavioural changes
still creates uncertainty for some businesses but has not changed
the nature of these risks.
The Board has concluded that the key risks are:
(i) compliance risk of failure to maintain approval as a VCT; and
(ii) investment risk associated with investing in small and
immature businesses.
The Company's compliance with the VCT regulations is continually
monitored by the Investment Adviser, who regularly reports to the
Board on the current position. The Company also retains Philip Hare
& Associates LLP to provide regular reviews and advice in this
area.
In order to make VCT qualifying investments, the Company has to
invest in small businesses which are often immature. The impact of
the coronavirus pandemic has been significant on some portfolio
companies and, in many cases, the VCT regulations restrict the
Company from making further investment into these businesses, so
the Investment Adviser seeks to provide whatever other support they
can to these businesses, including encouraging them to take
advantage of Government support that may be available. The Company
also has a limited period in which it must invest the majority of
its funds into VCT qualifying investments. The Investment Adviser
follows a rigorous process in vetting and careful structuring of
new investments, including taking a charge over the assets of the
business wherever possible and, after an investment is made,
closely monitoring the business.
Increasing inflation, particularly on wages and other costs has
developed into an emerging risk during the period. The Investment
Adviser's close relationship with the investee companies allow it
to ensure that the businesses properly assess the potential impact
of increasing costs and the extent to which these may or may not be
able to be passed on to the end customer.
The Board is satisfied that these approaches provide
satisfactory management of the key risks.
13. Contingent liability
As outlined in the Chairman's Statement on page 2, since
September 2020, the Company has used IBP Markets Limited ("IBP") as
custodian for its quoted investments. IBP is an FCA authorised and
regulated wholesale broker, providing custody services and access
to equity and fixed income securities for non-retail clients (which
includes the Company). On 13 October 2023, the FCA published a
supervisory notice under section 55L(3)(a) of the Financial
Services and Markets Act 2000, imposing certain restrictions on
IBP. On the same date, IBP applied to the High Court and special
administrators were appointed. The special administrators have yet
to publish an estimated outcome statement and therefore the full
impact is currently unknown. The Investment Adviser is actively
collaborating with the special administrators to reach a resolution
and will communicate with Shareholders when further information
becomes available.
The Investment Adviser is in regular dialogue with the special
administrators. The outcome remains subject to change particularly
as additional claims may be made on custody assets and client money
and there remains a risk to the positions. However, considering the
information made available to the Company at the date of this
report, there is currently little indication that there will be a
materially adverse impact to Shareholders with respect to the
custody assets. The position with respect to client money remains
to be determined, but total cash at IBP represented less than 1.5%
of NAV as at 30 September.
14. The Directors confirm that, to the best of their knowledge,
the half yearly financial report has been prepared in accordance
with the "Statement: Half-Yearly Financial Reports" issued by the
UK Accounting Standards Board as well as in accordance with FRS 104
Interim Financial Reporting and the half-yearly financial report
includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events that have occurred during the
first six months of the financial year and their impact on the
condensed set of financial statements, and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place during the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period, and any changes in the related party transactions
described in the last annual report that could do so.
15. Copies of the unaudited half-yearly financial results will
be sent to Shareholders shortly. Further copies can be obtained
from the Company's Registered Office and will be available for
download from
https://www.globenewswire.com/Tracker?data=0ddYoFRl6hX3-6ufgSIkW5ZdZ_OLlTPlclgaAxYhtSCa46QtnLrhXVjj412hT-SEcOjjOF4WAu3jDyuxXTEUWa5AoJ9VcxHgaA2SVZ0_ru12t2geDWtxC9WHefRWW77McPW8tKU1dYbPDgouP4UheE5MV_tVgNQgx_KaeQPQm7Uks43vMgZ6Iz32QfJcikAoFL_pKZAQ_SVPG7EWQJv8mg==
www.foresightgroup.eu/products/thames-ventures-vct-1-plc
End
(END) Dow Jones Newswires
December 21, 2023 03:33 ET (08:33 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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