TIDMDDV1
DOWNING ONE VCT PLC
Report & Accounts for the year ended 31 March 2020
Financial Summary
Unaudited Audited Audited
30 Jun 31 Mar 31 Mar
2020 2020 2019
Pence Pence Pence
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Net asset value per share ("NAV") 59.1 57.6 78.3
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Cumulative dividends paid since 12 November 2013 35.5 35.5 31.5
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Total Return
(net asset value plus cumulative dividends paid per
share) 94.6 93.1 109.8
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Dividends in respect of financial year
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Interim dividend per share 2.0 3.0
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Proposed final dividend per share 2.0 2.0
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4.0 5.0
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Chairman's Statement
I write this statement during an unprecedented period for the world. The
coronavirus pandemic has affected everybody. The full extent of the
impact on the UK and global economies is not yet clear, although it is
certain that it will be substantial and long lasting.
With the Company's financial year end falling on 31 March 2020, these
results incorporate investment valuations which we believe take account
of the potential impact of the pandemic and the resulting lockdown. This
has produced a disappointing result for the year. With significant
exposure to the leisure and hospitability sector, as well as care homes
and children's nurseries, unsurprisingly, there have been some
reductions in valuations. The Company also holds a portfolio of quoted
stocks which, in line with markets, experienced falls in share prices at
the year end (although there has since been some recovery). As a result
of some significant changes to the VCT regulations in the last few years,
the other element to the portfolio is the young unquoted growth
businesses which is now the main focus of new investing activity. These
investments are in a wide variety of sectors but are mostly still
immature, and in some cases, may be vulnerable to this period of
economic turmoil. The Board has sought to take a cautious approach in
assessing the prospects of these businesses at the current time.
All of the above has combined to produce a set of results which show a
substantial fall in net asset value over the year.
Net asset value and results
As at 31 March 2020, the net asset value per share ("NAV") stood at
57.6p, a decrease of 16.7p (21.3%) after adding back dividends of 4.0p
per share which were paid during the year.
The Income Statement shows a loss attributable to equity shareholders
for the year of GBP23.8 million comprising a revenue loss of GBP2.1
million and a capital loss of GBP21.7 million.
Investment portfolio
At the year end, the Company held a portfolio of 86 active investments.
Of these, 28 are either quoted on AIM or the NEX Exchange Growth Market
and have a value of GBP17.7 million (27.9% of the portfolio). The 30
unquoted growth investments have a value of GBP18.5 million and
represent 29.1% of the portfolio and the 28 unquoted yield focused
investments have a value of GBP27.4 million and represent 43.0% of the
portfolio.
The year under review saw an unrealised loss of GBP20.8 million across
the portfolio, with the unrealised losses in the unquoted portfolio
totalling GBP13.8 million and the unrealised losses in the quoted
portfolio totalling GBP7.0 million.
In respect of the quoted portfolio, continuing uncertainty created by
the pandemic and the ongoing Brexit negotiations has created a
challenging market for almost all companies. The Investment Adviser's
approach with the quoted portfolio is to hold stakes of a size that
allow the Adviser to work closely with those businesses and support
management where required. This has provided the Adviser with some
comfort that the majority of companies have taken appropriate responses
to the pandemic. As a result, the Adviser believes these companies are
reasonably well positioned to weather the storm and capitalise when
better conditions arrive.
In the unquoted growth portfolio, as expected, some of the weaker
businesses have started to show signs that they may be unlikely to
ultimately achieve their business plan. It is typical in a portfolio of
this type that these come to light before the stronger businesses prove
themselves. The pandemic has, in some cases, accelerated this situation
so the Board has made a number of write downs. The Adviser continues to
work closely with all portfolio companies, including the weaker ones to
ensure that value can be recovered where possible.
The unquoted yield-focused portfolio is where the pandemic has created
most disruption and a number of the businesses in this portfolio are
currently closed. The Investment Adviser has ensured that they have all
taken advantage of what government and other support is available and
will look to resume operations when lockdown restrictions allow. The
impact of this on the long-term value of these businesses is not clear,
however, as a minimum they are losing revenue and a number of valuation
write downs have been made accordingly.
Further details on the investment activity are included in the
Investment Adviser's Reports below.
Dividends
The Company has a policy of seeking to pay annual dividends of at least
4% of net assets per annum.
The Company has enough liquid funds to be able to continue with the
payment of its regular dividend at the year end, of which we believe
Shareholders are supportive.
The Board is therefore proposing to pay a final dividend of 2.0p per
share on 18 September 2020, subject to Shareholder approval at the
forthcoming AGM, to Shareholders on the register at 28 August 2020. This
will bring total dividends in respect of the year ended 31 March 2020 to
4.0p per share (2019: 5.0p), which represents a yield based on opening
NAV of 5.1% p.a.
Shareholders are reminded that the Company operates a Dividend
Reinvestment Scheme for those investors that wish to reinvest their
dividends and obtain further income tax relief on the reinvested
dividend. A Dividend Reinvestment Form is available on Downing's website
or further information can be obtained by contacting Downing.
Share buybacks
The Company continues to operate a policy of buying in its own shares
that become available in the market at a 5% discount to NAV (subject to
liquidity and regulatory restrictions).
During the year, the Company purchased and subsequently cancelled
1,760,680 shares at an average price of 72.9p per share.
The Company retains Panmure Gordon as its corporate broker to assist in
operating the share buyback process and ensuring that the quoted spread
on the Company's shares remains at a reasonable level.
Annual General Meeting ("AGM")
With the social distancing restrictions still in place as a result of
the pandemic, it Is difficult to make plans to hold an AGM as we would
normally do. The government has recognised this problem and has made
legislative changes to allow companies more flexibility in the way AGMs
are held.
In line with what many companies are currently doing, we are therefore
planning to hold a "closed AGM" which Shareholders will not be allowed
to attend. The meeting will still comply with the minimum legal
requirements for an AGM.
The closed AGM will take place on 15 September 2020 at 10:30am.
Shareholders are encouraged to vote by proxy, as they will not be able
to do so in person. We always welcome questions from our Shareholders at
the AGM but this year, given the restrictions in place, please submit
any questions for the Board or the Investment Adviser via email to
d1agm@downing.co.uk by 5:00pm on 11 September 2020. The Board will seek
to address topics raised in any submitted questions by publishing a
statement with the AGM results. Full details are included within the
notice of AGM at the back of this report.
Three items of special business are proposed at the AGM:
- one in respect of the authority to buy back shares as noted above; and
- two in respect of the authority to allot shares.
The authority to allot shares ensures the Company will be able to allot
shares to monthly investors and also give the Board the opportunity to
consider further fundraising options without having to necessarily incur
the expense of seeking separate approval via a shareholder circular.
Any decision on future fundraising will, of course, give consideration
to the level of uninvested funds already held by the Company and the
rate of investment.
Fundraising
The Company launched a new offer for subscription on 19 September 2019,
seeking to raise up to GBP15 million, with the option to raise up to a
further GBP25 million. With a large proportion of the funds usually
raised by VCTs in the last few weeks of the tax year, the fundraising
was disrupted by the coronavirus lockdown, however, to date, the offer
has raised GBP15.3 million and has now been extended to 31 August 2020.
With the new funds from the fundraising, the Company has sufficient cash
reserves to support existing portfolio companies and take advantage of
new opportunities.
Outlook
The overall performance for the year has been disappointing and has been
compounded by the impact of the pandemic. The Investment Adviser has
acted swiftly to ensure that portfolio companies are supported and have
taken quick and decisive action in respect of the ongoing situation to
safeguard their long-term survival.
Since the 31 March 2020 year end there has been some recovery of ground
by the quoted stocks. At 30 June 2020, the estimated unaudited NAV was
59.1p per share, an increase of 1.5p since 31 March 2020.The next year,
will no doubt, be a challenging one for many of our portfolio companies,
as it will for businesses everywhere. We will look to the Investment
Adviser to provide as much support as it can to guide the portfolio
companies through these difficult times.
Inevitably, some may not be able to recover to the level we might hope,
however we believe some continue to have the potential to deliver the
outcomes that we were targeting when we first invested and some
companies may even benefit from the current conditions by having to
adapt their business models in a way that can ultimately deliver
improved outcomes.
The Company has funds to invest and history suggests that one of the
most profitable times for investing is at the bottom of the economic
cycle. One of the challenges for the Investment Adviser over the next
year is to continue generating high quality deal flow, within the
restrictions of the VCT regulations, that can drive growth for the
Company over the coming years.
Chris Kay
Chairman
Investment Adviser's Report - Overview
Introduction
We present a review of the investment portfolio and activity over the
last financial year. Our review is split into three parts comprising:
- this overview,
- a detailed report on the unquoted investments, and
- a report on the quoted investments.
Portfolio Overview
At 31 March 2020, the Company held a portfolio with a value of GBP63.6
million comprising 86 quoted and unquoted companies, across a diverse
range of sectors in both the growth and yield-focused categories.
Investment valuations at the year end have been significantly impacted
by the coronavirus pandemic and lockdown. Further detail is included
below.
The portfolio shows the continuing shift of from yield-focused to growth
investments, in line with strategy which is consistent with the current
VCT regulations. There has been a 14% increase in the proportion of the
funds in growth investments between 2018 and 2020.
During the period to 31 March 2020, all of the 20 new investments made
were growth investments, with three being quoted and the remaining 17
unquoted. This is illustrated in the portfolio which shows the unquoted
growth investments increasing year on year. We expect the proportion of
growth investments in the portfolio to continue to increase over the
coming years.
Several portfolio companies suffered setbacks, exacerbated by the
coronavirus pandemic towards the year end, resulting in significant
write downs against a number. At the year end, approximately one third
of the portfolio is valued at less than cost, with half of the portfolio
above cost and the remainder equal to cost. Some detail on individual
investments is provided on the following below.
Portfolio Performance
The performance of the portfolio over the year has produced an
unrealised loss of GBP20.8 million (2019: GBP6.3 million), with the
unquoted portfolio generating an unrealised loss of GBP13.8 million and
the quoted portfolio generating an unrealised loss of GBP7.0 million.
The losses over the period are split relatively evenly across each of
the three investment portfolios, quoted growth, unquoted growth and
unquoted yield-focused. Each of the portfolios has been impacted by the
coronavirus pandemic and effective lockdown. The unquoted yield-focused
investment portfolio also suffered from some issues with specific
investments earlier in the year, resulting in several valuation
write-downs.
It is not unexpected to suffer some losses at a relatively early stage
in a portfolio of young growth companies as the weaker businesses tend
to become apparent before the stronger businesses prove themselves as
such. This effect has been responsible for a proportion of the losses
seen in the unquoted growth portfolio during the year.
The net unrealised losses in the quoted portfolio totalled GBP7.0
million. The largest unrealised losses in the quoted portfolio related
to Downing Strategic Micro-Cap Investment Trust plc (GBP1.5 million),
Bonhill Group plc (GBP1.0 million) and Universe Group plc (GBP652,000).
An analysis of the unrealised gains and losses are detailed further
below.
The unrealised losses in the unquoted portfolio totalled GBP13.8
million. Within the unquoted portfolio, the largest unrealised losses
were in respect of growth investment, Xupes Limited (GBP2.25 million),
and yield-focused investments, Jito Trading Limited (GBP1.9 million),
Cadbury House Holdings Limited (GBP1.3 million) and Quadrate Catering
Limited (GBP1.2 million). These losses were partially offset by
unrealised gains on Harrogate Street LLP (GBP657,000) and Baron House
Developments LLP (GBP539,000).
Realised losses (over carrying value brought forward) in the period
totalled GBP303,000, with the two most notable contributors being quoted
growth company Craneware plc (loss of GBP455,000), and unquoted
yield-focused company, Leytonstone Pub Limited (loss of GBP364,000),
however this was a gain over cost of GBP1.4 million. These losses were
offset by a small number of gains which are detailed below.
Further details on these and other movements can be found within the
quoted and unquoted Investment Adviser Reports.
Income generation
As noted above, as the portfolio is gradually shifting away from
yield-focused investments to more growth, and accordingly the income
generated has reduced.
Almost half of all disposals in the year were yield-focused companies
that were exited in line with standing exit plans. As a result, income
has fallen from GBP4.7 million to GBP2.2 million across the period.
Despite this, a steady income flow is expected from the remaining
yield-focused investments held as well as some quoted growth company
dividends.
Portfolio Composition
The diversification of the investment portfolio continues with new
unquoted growth investments made into a number of new sectors. The main
sectors in which the Company has invested are alternative energy and
software and computer services, albeit the maximum exposure to any
sector is 14%.
Exposure in sectors such as leisure, which include pub companies has
decreased from 14% to 10%, whilst sectors such as retail has almost
doubled to 5% following investments into this area with Ecstase Limited,
trading as ADAY (GBP1.0 million), and Streethub Limited, trading as
Trouva (GBP1.3 million).
Following the 2019/20 fundraising and some significant realisations, 27%
of the investment portfolio is currently held in cash. Focus for the
coming year is on deploying these funds into new investments coming from
our pipeline.
Net asset value and results
The net asset value per Share ("NAV") at 31 March 2020 stood at 57.6p,
compared to the NAV at 31 March 2019 of 78.3p. Total Return (NAV plus
cumulative dividends paid since the merger in 2013) is 93.1p, compared
to the Total Return at 31 March 2019 of 109.8p.
The loss on ordinary activities after taxation for the year was GBP23.8
million (2019: profit of GBP4.3 million), comprising a revenue loss of
GBP2.1 million (2019: profit of GBP2.6 million) and a capital loss of
GBP21.7 million (2019: GBP6.9 million).
Outlook
Following investment additions during the period of GBP11.2 million, we
expect to see a similar level of activity going forward. Despite the
disruption of the pandemic, we still have a developing pipeline of
opportunities.
There have been some disappointing performers in the portfolio over the
last year. We have dedicated substantial resources in seeking to address
the issues of each of the affected companies. Businesses in the
hospitality and leisure sector are suffering heavily in the coronavirus
lockdown and will require significant management time to help them get
through and restore operations in due course.
The fall in the share prices of the quoted growth companies mainly
result from market sentiment arising from uncertainly created by the
pandemic and, to some extent, also Brexit. We continue to stay close to
all these businesses to ensure we provide support where we can.
Close monitoring and support of the entire portfolio is paramount in
these uncertain times. As Investment Adviser, we shall ensure that all
companies benefit from government aid that is available and take
sensible decisions as they deal with these unprecedented conditions as
we look to deliver improved returns over the long term.
Downing LLP
Investment Adviser's Report -- Unquoted Portfolio
We present a review of the unquoted investment portfolio for the year
ended 31 March 2020.
At 31 March 2020, the unquoted portfolio of 58 investments was valued at
GBP45.9 million. 28 of these with a value of GBP18.5 million are
unquoted growth companies and 30 are unquoted yield focused companies
with a value of GBP27.4m.
Unquoted Growth
Investment activity
During the period, the Company invested a total of GBP10.2 million in
unquoted growth companies, comprising nine new opportunities and eight
follow-on investments.
The nine new investments were as follows: -
StreetHub Limited (GBP1.3 million) trading as Trouva, is an online
marketplace for a curated range of homeware and lifestyle products.
Ecstase Limited (GBP1.0 million) trading as ADAY, is a direct to
consumer women's clothing brand founded in 2014 that creates versatile
and season-less garments with a low environmental footprint.
Lineten Limited (GBP750,000) is a software platform that connects
retailers to a range of on-demand and same-day delivery fleets to
facilitate customer deliveries.
FundingXchange Limited (GBP525,000) is an SME funding platform and B2B
technology provider which enables online lending.
JRNI Limited (GBP525,000) is a business to business (B2B) software
platform that enables companies to offer online appointment and event
bookings to their customers and staff.
Hummingbird Technologies Limited (GBP500,000) is an advanced crop
analytics platform that is powered by machine learning and aerial
imagery to assess and predict crop health.
Cambridge Touch Technologies Limited (GBP459,000) is developing cost
effective pressure sensitive multi touch technology for the screens of
handheld devices.
ADC Biotechnology Limited (GBP421,000) is creating innovative new
technology, which aims to speed up, simplify and significantly lower the
costs of the processes involved in the production of new Antibody Drug
Conjugates (ADCs).
FVRVS Limited (GBP250,000) trading as Fundamental VR, provides surgery
simulation software for enterprise clients.
Follow on investments totalling GBP4.5 million were made into eight
companies, most notably Avid Technology Group Limited (GBP736,000),
E-Fundamentals Limited (GBP675,000), Lignia Wood Company Limited
(GBP666,000) and Limitless Technology Limited (GBP583,000).
Details of the investment realisations during the year are set out
below. Total proceeds of GBP817,000 were generated from unquoted growth
companies, producing profits over holding value of GBP33,000.
Ludorum plc, the owner of the intellectual property rights to various
children's entertainment brands, received a liquidation distribution
during the year, generating a loss against cost of GBP1.5 million, but a
gain over opening value of GBP33,000.
Street Hub Limited, E-Fundamentals (Group) Limited and Avid Technologies
Group Limited all converted their existing loan notes during the period
into further qualifying equity.
Portfolio valuation
The unquoted growth portfolio faced a number of disappointing
developments and as a result was reduced in value by GBP7.5 million
during the year. The most significant provisions are as follows:
Xupes Limited, an online retailer of pre-owned luxury goods including
designer watches and handbags has been written down to nil following
uncertainty over its future as a result of operational issues and
likelihood of existing investors refusing to further support the
business. As the company has some borrowings, it is difficult to recover
any value and as a result the investment has been fully provided
against.
Avid Technologies Group Limited, a manufacturer of electrified
ancillaries for internal combustion engines, is currently in the early
stages of a sales process. The investment value was written down by
GBP1.1 million in line with economic uncertainty.
Empiribox Holdings Limited, the provider of equipment and training to
primary schools across the UK was reduced in value by GBP1.1 million as
a result of a number of factors, including operational issues
experienced in the company and cash restrictions within primary schools
in the UK, which intensified further as a result of the effective
closure of UK schools from March.
Live Better With Limited, a developer of a healthcare website aiming to
help people with long-term medical conditions, has been reduced in value
to nil as a result of significant underperformance and the current
economic environment.
Lignia Wood Company Limited, a producer of modified sustainable wood
based in Barry, Wales, was written down by GBP617,000 as a result of
expected material reductions in customer demand.
Unquoted Yield Focused
Investment activity
During the period, the Company made no new investments into this
portfolio, however it generated total proceeds of GBP6.5 million from
disposals, producing a gain of GBP931,000 over cost and a loss of
GBP122,000 over holding value. Details of the realisations in the year
are set out below.
The largest realisation related to Leytonstone Pub Limited and
Leytonstone Pub No1 Limited, the owner of The Red Lion pub located in
Leytonstone, London which exited in full, generating combined proceeds
of GBP3.6 million and a gain over cost of GBP1.6 million.
Wickham Solar Limited, the owner of a 5.6MW ground mounted solar farm in
Bourne, Lincolnshire was exited in full, realising a gain over cost of
GBP244,000 and a gain over holding value of GBP56,000.
Portfolio valuation
The unquoted yield focused portfolio also encountered several
disappointing developments and as a result was reduced in value by
GBP6.3 million during the year. The most significant movements are as
follows:
Jito Trading Limited was developing a wood pellet manufacturing plant in
Weitra, Austria. The plant is not yet operational due to delays and
issues encountered in the construction phase. We are now of the view
that management will be unable to operate the plant profitably. As a
result, it has been decided not to commission the plant and to seek to
sell it as a turn-key project. An advisor has been appointed to sell the
business and discussions with potential buyers are underway. Offers have
been received, but as the company has borrowings, it is not expected
that a sale would recover any value for the equity shareholders.
The investments in Quadrate Spa Limited and Quadrate Catering Limited,
which own and operate a health club business and a top floor restaurant
in The Cube complex in Birmingham were written down to nil, generating a
combined unrealised loss of GBP1.9 million. A sale and leaseback
transaction was due to complete in February 2020, however as a result of
the coronavirus pandemic, both companies are not operational due to
government-imposed lockdown measures and the offer has been withdrawn.
We are monitoring the fluid situation and are assisting management where
possible.
Cadbury House Holdings Limited, owns and operates a health club,
restaurant and conference centre at Cadbury House, near Bristol.
The company has suffered a fall in value of GBP1.3 million as a result
of the continuing economic uncertainty as well as a result of the
government-imposed lockdown measures in March 2020, which has caused the
site to close.
The period to 31 March 2020 has also seen a number of unrealised gains
in the portfolio totalling GBP1.3 million. The most notable of these
gains related to Harrogate Street LLP and Baron House Developments LLP,
which increased in value by GBP657,000 and GBP539,000 respectively.
Harrogate Street LLP, a property developer was uplifted during the year
by GBP657,000 following positive performance. Baron House Development
LLP, a company created to fund the purchase of a property outside
Newcastle station was uplifted by GBP539,000 during the year following
improved trading.
Conclusion and outlook
The falls experienced by both parts of the unquoted portfolios over the
year are disappointing. Some provisions in the growth investments are
not unexpected in a portfolio in this sector and the pandemic has also
had a significant impact. The failure of Jito, which is not related to
these factors is the most disappointing. In that case, the management
team we backed was unable to deliver what originally appeared to us to
be an achievable business plan.
We have ensured that the portfolio companies have taken quick and
decisive action in respect of the coronavirus pandemic, securing
immediate survival and working to align themselves to the new normal.
Some businesses will emerge leaner and stronger as a result and some
will be forced to accelerate systemic changes already anticipated which
may have a positive outcome.
Our role over the next year will be to provide support to all portfolio
companies in a variety of ways to ensure they are as well positioned as
can be to weather the current situation and have the best chance of
thriving when conditions allow.
Downing LLP
Investment Adviser's Report - Quoted Growth Portfolio
Investment activity
At 31 March 2020 the quoted portfolio was valued at GBP17.7 million
comprising 28 active investments.
The Covid-19 pandemic negatively affected share prices during the
reporting period, since that time share prices have improved modestly in
line with the market. The Advisers have been focusing on the ability
of investments to survive the pandemic and trying to estimate how the
portfolio will emerge post Covid-19. It is worth noting that the
majority of companies in the quoted portfolio hold net-cash and where
there is debt, there is strong asset backing in the majority of cases.
There is only one company where we feel there is the likelihood of a
fundraise for Covid-19 reasons.
Over 48% of the quoted portfolio is accounted for in the top 10 holdings,
reflecting the Adviser's focused investment strategy. The quoted
portfolio saw relatively little change in the year. During the period
there were two corporate actions, the takeover of Sanderson Group plc at
140p, representing a GBP365,000 gain over the original cost of
GBP336,000, and a GBP240,000 gain on the value before the takeover.
There was also a takeover of Brady plc at 18p, representing a GBP201,000
loss over the original cost of GBP272,000 and a loss of GBP154,000 over
the value before the takeover. There were partial sales in Craneware plc
and an outright sale in Finsbury Food Group plc.
The Company made a new investment of GBP300,000 into Immotion Group plc,
a VCT qualifying investment. There were also follow-on investments into
existing non-qualifying holdings of GBP197,000 into Downing Strategic
Micro-Cap Investment Trust plc, and GBP500,000 into Impact Healthcare
REIT plc.
Overall, the quoted portfolio produced unrealised losses of GBP7.0
million. The most notable movements in the portfolio over the period are
discussed below.
Portfolio Movements
The main positive contributor to performance was Cohort plc, an
independent technology group, and one of the top 10 holdings. The group
issued a trading update and Covid-19 update post period end. Management
stated that Cohort's performance was tracking broadly in line with
expectations prior to the imposition of Covid-19 restrictions in the
last two months of its financial year to 30 April 2020, typically its
busiest period. The restrictions have affected its ability to carry out
work on customer premises and customers' ability to witness acceptance
tests and to place new orders. This had some impact on FY20 revenue and
trading profit, although these still showed positive growth compared to
FY19.
With the benefit of a lower tax charge the group anticipate FY20
earnings per share to be in line with market expectations. The board
reported that the group has a robust financial position, a strong order
book underpinning 60% of expected current year revenues, and an
encouraging pipeline of order opportunities across the business. The
valuation of Cohort increased by 25% over the period, contributing
GBP176,000 of unrealised gains to the portfolio.
Pressure Technologies plc, a specialist engineering group, provided an
update on trading for the 26 weeks to 28 March 2020 and on the impact of
Covid-19 on its operations post reporting period end. Chesterfield
Special Cylinders (CSC) performed in line with management expectations
for the half year and progress with key energy and defence orders has
continued in line with project plans. Precision Machined Components
(PMC) achieved strong order intake over the past six months across a
broadening customer base. However, despite this progress, a significant
delay to the output of new large complex components, the onboarding of
new customers and the late commissioning of new machining centres
adversely impacted gross margins in the first quarter. Management
stated that while Covid-19 and a very low oil price presented an
uncertain outlook, it is confident that the management and operational
changes already made over the past year will help the business to
navigate through this challenging period and return to cash generative
growth. The valuation of Pressure Technologies increased by 3.5% over
the period, contributing GBP2,000 of unrealised gains to the portfolio.
Negative contributors included the Downing Strategic Micro-Cap
Investment Trust (DSM), which reduced the value of the portfolio by
GBP1.5 million, reflecting the impact of the discount that DSM
experienced at the start of the Covid-19 crisis. This was in-line with
other investment trusts in the sector. The net asset value (NAV) of DSM
did not experience a similar decline. DSM takes strategic stakes of
between 3%-25% of the underlying equity and uses its influential
position in portfolio companies by applying strategic mechanisms such as
helping with restructuring, refinancing, and M&A in order to unlock
shareholder value. It is a focused portfolio of between 12-18 positions
and an investment horizon of 3-7 years.
DSM has endured a challenging three years since its launch in 2017. The
economic backdrop and Brexit uncertainty resulted in significant
negative sentiment towards both the UK micro-cap sector and the value
orientated investment approach applied by the Manager.
As the political and economic situation improved at the end of 2019 and
into 2020, share prices began to rally and to reflect the intrinsic
value in portfolio companies. DSM had used its strategic influence to
drive the necessary changes in most positions, improving the appropriate
management teams and putting finance in place to execute on catalysts
which should generate returns over its planned investment horizon. The
NAV discount had been well managed throughout that period at c.3%
discount (up until the start of the pandemic). As the Covid-19 crisis
unfolded, the strategy quickly became a fundamental engagement with
investees to ensure company survivability. In the annual report, issued
post period end, the Managers stated that most portfolio positions are
well capitalised to survive the pandemic, considering downside
scenarios. They remain confident that DSM is well positioned, with more
than 15% of NAV held in cash, allowing flexibility to support existing
positions if appropriate, and to take advantage of market weakness in
potential new positions that have been in diligence for some time.
Bonhill Group plc was also a negative contributor, reducing the value of
the portfolio by GBP1.0 million. Bonhill is a leading B2B media business
specialising in three key areas: Business Insight, Events and Data &
Analytics. The group provided an update on the impact of Covid-19 in
March.
Management stated that the pandemic is causing significant disruption to
the financial services, technology and diversity communities in the UK,
Europe, North America and Asia. The company started 2020 well, with
particularly strong forward bookings in the UK and US. However, as the
impact of coronavirus has increased, the vast majority of its UK, US,
European and Asian events have been postponed resulting in an expected
reduction in revenue and gross profit for the first half of the group's
financial year. The board has taken swift action to protect shareholder
value by conserving cash, improving liquidity and reducing costs through
headcount reductions.
Bonhill's brands serve communities and play an important role in
connecting people and enabling business. It is using all appropriate
methods to continue this vital engagement and help its clients to stay
close to their communities. Management believe that the business is
well-positioned to respond quickly when the end is in sight, and
anticipates greater business need for events, forums and networking than
when the global crisis is over. Bonhill raised GBP2.5 million in April
2020 to ensure its survivability during the crisis.
Outlook
As fears of the potential impact of Covid-19 intensified, we conducted a
thorough review of all portfolio positions to make certain that all
possible risks had been identified and removed. We continue to
concentrate on businesses that have strong balance sheets to ensure
survivability and are targeting businesses that have high quality
revenue streams that are unlikely to be affected by the pandemic.
Continuing uncertainty over the full global economic and social impact
of Covid-19 and ongoing Brexit negotiations have created an
extraordinarily challenging environment for all companies, particularly
the smaller growth companies in which the portfolio invests. The
Investment Adviser is working closely with management teams to ensure
that they are supported and assisted where possible during these
worrying times.
While there will doubtlessly be further challenges ahead, we are
optimistic that as long-term investors their prudent approach in this
time of volatility should allow the quoted portfolio to deliver
long-term performance.
Downing LLP
Review of Investments
Portfolio of investments
The following investments, all of which are incorporated in England and
Wales, were held at 31 March 2020:
Total invested
Valuation % of by funds also
movement portfolio managed by
Cost Valuation in year by value Downing LLP (1)
GBP'000 GBP'000 GBP'000 GBP'000
Top ten venture
capital
investments
--------------- ------- ----------- ----------- ----------- ----------------
Doneloans
Limited 5,000 5,491 (135) 6.3% -
--------------- ------- ----------- ----------- ----------- ----------------
Tracsis plc* 1,443 4,508 (347) 5.2% 2,417
--------------- ------- ----------- ----------- ----------- ----------------
Downing Care
Homes Holdings
Limited 3,880 4,117 (379) 4.7% -
--------------- ------- ----------- ----------- ----------- ----------------
Baron House
Developments
LLP 2,695 3,234 539 3.7% 2,055
--------------- ------- ----------- ----------- ----------- ----------------
Downing
Strategic
Micro-Cap
Investment
Trust plc*** 5,197 2,226 (1,521) 2.6% 4,998
--------------- ------- ----------- ----------- ----------- ----------------
Pilgrim Trading
Limited 2,593 2,120 (473) 2.4% 3,722
--------------- ------- ----------- ----------- ----------- ----------------
Harrogate
Street LLP 1,400 2,057 657 2.4% -
--------------- ------- ----------- ----------- ----------- ----------------
Anpario plc* 1,448 1,917 (62) 2.2% 1,583
--------------- ------- ----------- ----------- ----------- ----------------
Cadbury House
Holdings
Limited 3,081 1,749 (1,326) 2.0% 1,979
--------------- ------- ----------- ----------- ----------- ----------------
Pearce and
Saunders
Limited 1,320 1,507 (145) 1.7% 1,680
--------------- ------- ----------- ----------- ----------- ----------------
28,057 28,926 (3,192) 33.2% 18,434
--------------- ------- ----------- ----------- ----------- ----------------
Other quoted
growth
investments
--------------- ------- ----------- ----------- ----------- ----------------
Craneware plc* 353 1,391 (426) 1.6% 114
--------------- ------- ----------- ----------- ----------- ----------------
Impact
Healthcare
REIT plc*** 1,518 1,302 (248) 1.5% 258
--------------- ------- ----------- ----------- ----------- ----------------
Inland Homes
plc* 1,526 1,282 (519) 1.5% 2,926
--------------- ------- ----------- ----------- ----------- ----------------
Cohort plc* 394 865 176 1.0% -
--------------- ------- ----------- ----------- ----------- ----------------
Vianet Group
plc* 952 733 (438) 0.8% -
--------------- ------- ----------- ----------- ----------- ----------------
Universe Group
plc* 1,506 709 (652) 0.8% 1,794
--------------- ------- ----------- ----------- ----------- ----------------
Science in
Sport plc* 1,239 611 (394) 0.7% 3,145
--------------- ------- ----------- ----------- ----------- ----------------
Pittards plc* 1,350 506 (191) 0.6% 1,217
--------------- ------- ----------- ----------- ----------- ----------------
Angle plc* 678 466 (57) 0.5% -
--------------- ------- ----------- ----------- ----------- ----------------
Brooks
Macdonald
Group plc* 257 252 (39) 0.3% 2,770
--------------- ------- ----------- ----------- ----------- ----------------
SysGroup plc* 377 169 (69) 0.2% 1,518
--------------- ------- ----------- ----------- ----------- ----------------
Pennant
International
Group plc* 335 165 (376) 0.2% 304
--------------- ------- ----------- ----------- ----------- ----------------
Norman
Broadbent
plc* 906 151 (166) 0.2% 1,332
--------------- ------- ----------- ----------- ----------- ----------------
Frontier IP
Group plc* 30 137 (43) 0.2% -
--------------- ------- ----------- ----------- ----------- ----------------
Immotion Group
plc* 300 77 (223) 0.1% -
--------------- ------- ----------- ----------- ----------- ----------------
Bonhill Group
plc* 1,000 75 (1,025) 0.1% 3,198
--------------- ------- ----------- ----------- ----------- ----------------
Dillistone
Group plc* 411 60 (71) 0.1% -
--------------- ------- ----------- ----------- ----------- ----------------
Pressure
Technologies
plc* 249 58 2 0.1% 304
--------------- ------- ----------- ----------- ----------- ----------------
Fireangel
Safety
Technology
Group plc* 545 44 (28) 0.1% 9,772
--------------- ------- ----------- ----------- ----------- ----------------
MI Downing UK
Micro-Cap
Growth
Fund*** 50 29 (14) 0.0% 5,150
--------------- ------- ----------- ----------- ----------- ----------------
AIQ Limited - 7 4 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
Flowgroup plc* 385 - - 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
ACHP plc* 61 - (65) 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
Redhall Group
plc* 500 - (170) 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
Wheelsure
Holdings
plc** 48 - (18) 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
14,970 9,089 (5,050) 10.6% 33,802
--------------- ------- ----------- ----------- ----------- ----------------
Other unquoted
growth
investments
--------------- ------- ----------- ----------- ----------- ----------------
E-Fundamentals
(Group)
Limited 1,342 1,342 - 1.5% 1,897
--------------- ------- ----------- ----------- ----------- ----------------
Rated People
Limited 1,282 1,282 - 1.5% 2,949
--------------- ------- ----------- ----------- ----------- ----------------
Lignia Wood
Company
Limited 1,777 1,250 (617) 1.4% 3,614
--------------- ------- ----------- ----------- ----------- ----------------
Streethub
Limited 1,050 1,101 51 1.3% 2,993
--------------- ------- ----------- ----------- ----------- ----------------
Firefly
Learning
Limited 1,047 1,047 - 1.2% 2,271
--------------- ------- ----------- ----------- ----------- ----------------
Avid
Technologies
Group Limited 1,833 1,037 (1,104) 1.2% -
--------------- ------- ----------- ----------- ----------- ----------------
Imagen Limited 1,000 1,000 - 1.1% 2,086
--------------- ------- ----------- ----------- ----------- ----------------
Ecstase Limited 1,000 1,000 - 1.1% 2,081
--------------- ------- ----------- ----------- ----------- ----------------
Curo
Compensation
Limited 1,418 898 (298) 1.0% 705
--------------- ------- ----------- ----------- ----------- ----------------
Upp
Technologies
Group Limited 1,077 808 (269) 0.9% 1,077
--------------- ------- ----------- ----------- ----------- ----------------
Limitless
Technology
Limited 757 803 - 0.9% 2,283
--------------- ------- ----------- ----------- ----------- ----------------
Hackajob
Limited 784 784 - 0.9% 1,324
--------------- ------- ----------- ----------- ----------- ----------------
Lineten Limited 750 750 - 0.9% 789
--------------- ------- ----------- ----------- ----------- ----------------
Virtual Class
Limited 914 681 19 0.8% 1,469
--------------- ------- ----------- ----------- ----------- ----------------
Masters of Pie
Limited 667 667 - 0.8% 2,304
--------------- ------- ----------- ----------- ----------- ----------------
FundingXchange
Limited 525 525 - 0.6% 1,286
--------------- ------- ----------- ----------- ----------- ----------------
JRNI Limited 525 525 - 0.6% 2,815
--------------- ------- ----------- ----------- ----------- ----------------
Exonar Limited 500 500 - 0.6% 1,035
--------------- ------- ----------- ----------- ----------- ----------------
ADC
Biotechnology
Limited 421 421 - 0.5% 2,527
--------------- ------- ----------- ----------- ----------- ----------------
Hummingbird
Technologies
Limited 500 418 (82) 0.5% 1,500
--------------- ------- ----------- ----------- ----------- ----------------
BridgeU
Corporation 810 414 (396) 0.5% 810
--------------- ------- ----------- ----------- ----------- ----------------
Cambridge Touch
Technologies
Limited 459 361 (98) 0.4% 1,397
--------------- ------- ----------- ----------- ----------- ----------------
Empiribox
Holdings
Limited 1,528 325 (1,072) 0.4% 2,924
--------------- ------- ----------- ----------- ----------- ----------------
Channel Mum
Limited 500 300 (200) 0.3% 1,851
--------------- ------- ----------- ----------- ----------- ----------------
FVRVS Limited 250 250 - 0.3% 1,814
--------------- ------- ----------- ----------- ----------- ----------------
Ludorum plc 177 7 3 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
Glownet Limited 741 - (185) 0.0% 1,569
--------------- ------- ----------- ----------- ----------- ----------------
Live Better
With Limited 991 - (991) 0.0% 3,970
--------------- ------- ----------- ----------- ----------- ----------------
Tawa Associates
Limited - - (16) 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
Resource
Reserve
Recovery
Limited 6 - - 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
Xupes Limited 2,250 - (2,250) 0.0% 1,551
--------------- ------- ----------- ----------- ----------- ----------------
26,881 18,496 (7,505) 21.2% 52,891
--------------- ------- ----------- ----------- ----------- ----------------
Other unquoted
yield focused
investments
--------------- ------- ----------- ----------- ----------- ----------------
Data Centre
Response
Limited 557 1,308 41 1.5% -
--------------- ------- ----------- ----------- ----------- ----------------
Nomansland
Biogas
Limited 1,300 1,300 - 1.5% 5,260
--------------- ------- ----------- ----------- ----------- ----------------
Fenkle Street
LLP 346 900 64 1.0% 1,280
--------------- ------- ----------- ----------- ----------- ----------------
Kimbolton Lodge
Limited 664 815 (91) 0.9% -
--------------- ------- ----------- ----------- ----------- ----------------
Downing Pub EIS
ONE Limited 490 545 (78) 0.6% 5,862
--------------- ------- ----------- ----------- ----------- ----------------
Fresh Green
Power Limited 378 462 42 0.6% 566
--------------- ------- ----------- ----------- ----------- ----------------
SF Renewables
(Solar)
Limited 422 342 (105) 0.4% 6,778
--------------- ------- ----------- ----------- ----------- ----------------
Rockhopper
Renewables
Limited 738 332 (310) 0.4% 6,470
--------------- ------- ----------- ----------- ----------- ----------------
FCT No.1
Limited 228 299 (100) 0.3% -
--------------- ------- ----------- ----------- ----------- ----------------
Indigo
Generation
Limited 920 290 (354) 0.3% 8,291
--------------- ------- ----------- ----------- ----------- ----------------
Ironhide
Generation
Limited 920 290 (354) 0.3% 8,405
--------------- ------- ----------- ----------- ----------- ----------------
Green Energy
Production UK
Limited 200 108 6 0.1% 300
--------------- ------- ----------- ----------- ----------- ----------------
Pearce and
Saunders DevCo
Limited 88 88 - 0.1% 112
--------------- ------- ----------- ----------- ----------- ----------------
Jito Trading
Limited 2,500 - (1,875) 0.0% 7,200
--------------- ------- ----------- ----------- ----------- ----------------
London City
Shopping
Centre
Limited 110 - - 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
Quadrate
Catering
Limited 1,500 - (1,237) 0.0% 2,300
--------------- ------- ----------- ----------- ----------- ----------------
Quadrate Spa
Limited 1,872 - (692) 0.0% 3,258
--------------- ------- ----------- ----------- ----------- ----------------
The Thames Club
Limited 175 - - 0.0% 2,800
--------------- ------- ----------- ----------- ----------- ----------------
Top Ten
Holdings plc 399 - - 0.0% -
--------------- ------- ----------- ----------- ----------- ----------------
Yamuna
Renewables
Limited 2,500 - - 0.0% 4,510
--------------- ------- ----------- ----------- ----------- ----------------
16,307 7,079 (5,043) 8.0% 63,392
--------------- ------- ----------- ----------- ----------- ----------------
Total
investments 86,215 63,590 (20,790) 73.0% 168,519
--------------- ------- ----------- ----------- ----------- ----------------
Cash at bank
and in hand 23,471 27.0%
--------------- ------- ----------- ----------- ----------- ----------------
87,061 100.0%
--------------- ------- ----------- ----------- ----------- ----------------
The Company also invested into Golden Rock Global plc and Mining,
Minerals & Metals plc. These investments were acquired at negligible
value and continued to be valued at the same level.
All venture capital investments are unquoted unless otherwise stated.
* Quoted on AIM
** Quoted on the NEX Exchange Growth Market
*** Quoted on the Main Market of the London Stock Exchange
(1) Other self-managed and discretionary managed funds also managed by
Downing LLP as Investment Manager or Adviser as at 31 March 2020:
- Downing TWO VCT plc
- Downing THREE VCT plc
- Downing FOUR VCT plc
- MI Downing UK Micro-Cap Growth Fund
- MI Downing Monthly Income Fund
- Downing Strategic Micro-Cap Investment Trust plc
- Downing AIM Estate Planning Service and Downing AIM NISA
- VT Downing Unique Opportunities Fund
- Downing Renewables EIS
- Downing Indian Solar EIS
- Downing Ventures EIS
- Downing Pub EIS
- Downing EIS
Investment movements for the year ended 31 March 2020
Additions
GBP'000
---------------------------------------------------------- -------
Quoted growth investments
---------------------------------------------------------- -------
Impact Healthcare REIT plc 500
---------------------------------------------------------- -------
Immotion Group plc 300
---------------------------------------------------------- -------
Downing Strategic Micro-Cap Investment Trust plc 197
---------------------------------------------------------- -------
997
---------------------------------------------------------- -------
Unquoted growth investments
---------------------------------------------------------- -------
Streethub Limited 1,300
---------------------------------------------------------- -------
Ecstase Limited 1,000
---------------------------------------------------------- -------
Lineten Limited 750
---------------------------------------------------------- -------
Avid Technologies Group Limited 736
---------------------------------------------------------- -------
E-Fundamentals (Group) Limited 675
---------------------------------------------------------- -------
Lignia Wood Company Limited 666
---------------------------------------------------------- -------
Limitless Technology Limited 583
---------------------------------------------------------- -------
FundingXchange Limited 525
---------------------------------------------------------- -------
JRNI Limited 525
---------------------------------------------------------- -------
Upp Technologies Limited (formerly Volo Commerce Limited) 510
---------------------------------------------------------- -------
Empiribox Holdings Limited 500
---------------------------------------------------------- -------
Hummingbird Technologies Limited 500
---------------------------------------------------------- -------
Masters of Pie Limited 500
---------------------------------------------------------- -------
Cambridge Touch Technologies Limited 459
---------------------------------------------------------- -------
ADC Biotechnology Limited 421
---------------------------------------------------------- -------
Channel Mum Limited 300
---------------------------------------------------------- -------
FVRVS Limited 250
---------------------------------------------------------- -------
10,200
---------------------------------------------------------- -------
11,197
---------------------------------------------------------- -------
Disposals
Profit/ Realised
Value at (loss) vs gain/
Cost 01/04/19* Proceeds cost (loss)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------- ---------- --------------- -------- --------- --------
Quoted growth investments
-------------------------- ---------- --------------- -------- --------- --------
Sanderson Group plc 336 461 701 365 240
-------------------------- ---------- --------------- -------- --------- --------
Finsbury Food Group plc 655 688 843 188 155
-------------------------- ---------- --------------- -------- --------- --------
Brady plc 272 225 71 (201) (154)
-------------------------- ---------- --------------- -------- --------- --------
Craneware plc 497 2,550 2,095 1,598 (455)
-------------------------- ---------- --------------- -------- --------- --------
1,760 3,924 3,710 1,950 (214)
-------------------------- ---------- --------------- -------- --------- --------
Unquoted growth investments (including loan note
redemptions)
------------------------------------------------------- -------- --------- --------
Ludorum plc 1,592 31 64 (1,528) 33
-------------------------- ---------- --------------- -------- --------- --------
Streethub Limited 250 250 250 - -
-------------------------- ---------- --------------- -------- --------- --------
E-Fundamentals (Group)
Limited 250 250 250 - -
-------------------------- ---------- --------------- -------- --------- --------
Avid Technologies Group
Limited 253 253 253 - -
-------------------------- ---------- --------------- -------- --------- --------
2,345 784 817 (1,528) 33
-------------------------- ---------- --------------- -------- --------- --------
Unquoted yield focused investments (including loan
note redemptions)
------------------------------------------------------- -------- --------- --------
Leytonstone Pub No1
Limited 81 81 258 177 177
-------------------------- ---------- --------------- -------- --------- --------
Wickham Solar Limited 472 660 716 244 56
-------------------------- ---------- --------------- -------- --------- --------
Pantheon Trading Limited 1,500 1,500 1,509 9 9
-------------------------- ---------- --------------- -------- --------- --------
Tramps Nightclub Limited 262 - - (262) -
-------------------------- ---------- --------------- -------- --------- --------
Mosaic Spa and Health
clubs Limited 706 58 58 (648) -
-------------------------- ---------- --------------- -------- --------- --------
Pabulum Pubs Limited 607 607 607 - -
-------------------------- ---------- --------------- -------- --------- --------
Leytonstone Pub Limited 1,911 3,686 3,322 1,411 (364)
-------------------------- ---------- --------------- -------- --------- --------
5,539 6,592 6,470 931 (122)
-------------------------- ---------- --------------- -------- --------- --------
9,644 11,300 10,997 1,353 (303)
-------------------------- ---------- --------------- -------- --------- --------
* Adjusted for purchases in the year where applicable
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic Report, the
Report of the Directors, the Directors' Remuneration Report, the
separate Corporate Governance Statement and the financial statements in
accordance with applicable law and regulations. They are also
responsible for ensuring that the annual report includes information
required by the Listing Rules of the Financial Conduct Authority.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors have elected to
prepare the financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law), including Financial Reporting Standard
102, the financial reporting standard applicable in the UK and Republic
of Ireland (FRS 102). 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 of 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 judgments and accounting estimates that are reasonable and
prudent;
- state whether the financial statements have been prepared in
accordance with applicable UK Accounting Standards, subject to any
material departures disclosed and explained in the financial statements;
and
- prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company's transactions, and
to disclose with reasonable accuracy at any time the financial position
of the Company and to enable them to ensure that the financial
statements and the Directors Remuneration Report 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.
In addition, each of the Directors considers that the Annual Report,
taken as a whole, is fair, balanced and understandable and provides the
information necessary to assess the Company's position, performance,
business model and strategy.
Income Statement
for the year ended 31 March 2020
Year ended 31 March 2020 Year ended 31 March 2019
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- ------- -------- -------- -------- -------- --------
Income 2,118 100 2,218 4,593 134 4,727
--------------- ------- -------- -------- -------- -------- --------
Losses on
investments - (21,094) (21,094) - (6,317) (6,317)
--------------- ------- -------- -------- -------- -------- --------
2,118 (20,994) (18,876) 4,593 (6,183) (1,590)
-------------- ------- -------- -------- -------- -------- --------
Investment
management
fees (970) (970) (1,940) (975) (975) (1,950)
--------------- ------- -------- -------- -------- -------- --------
Other expenses (3,000) - (3,000) (732) - (732)
--------------- ------- -------- -------- -------- -------- --------
Return/(loss)
on ordinary
activities
before tax (1,852) (21,964) (23,816) 2,886 (7,158) (4,272)
--------------- ------- -------- -------- -------- -------- --------
Tax on total
comprehensive
income and
ordinary
activities (257) 257 - (252) 252 -
--------------- ------- -------- -------- -------- -------- --------
Return/(loss)
attributable
to equity
shareholders (2,109) (21,707) (23,816) 2,634 (6,906) (4,272)
--------------- ------- -------- -------- -------- -------- --------
Basic and
diluted return
per share (1.6) (16.1) (17.7) 2.0p (5.2p) (3.2p)
--------------- ------- -------- -------- -------- -------- --------
The total column within the Income Statement represents the Statement of
Total Comprehensive Income of the Company prepared in accordance with
Financial Reporting Standards ("FRS 102"). 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 February 2018 by the
Association of Investment Companies ("AIC SORP").
Statement of Changes in Equity
for the year ended 31 March 2020
Funds held in
Called Capital respect of shares Capital
up Share redemption Share not yet Special reserve Revaluation Revenue
Capital reserve premium 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 2019
-------------------------------------- ---------------- ------------------ -------- ---------- ----------- -------- --------
At 1 April
2018 1,200 1,574 31,661 12,876 64,859 - 4,909 828 117,907
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Total
comprehensive
income - - - - - (618) (6,287) 2,634 (4,271)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Realisation of
revaluations
from previous
years* - - - - - (1,598) 1,598 - -
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Realisation of
impaired
valuations - - - - - (1,123) 1,123 - -
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Transfer
between
reserves* - - - - (10,018) 10,018 - - -
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Transactions
with owners
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Dividends
paid - - - - - (6,679) - (1,341) (8,020)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Unallotted
shares - - - (12,762) - - - - (12,762)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Issue of
new
shares 157 - 13,854 - - - - - 14,011
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Share issue
costs - - - - (470) - - - (470)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Purchase of
own
shares** (23) 23 - - (1,845) - - - (1,845)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
At 31 March
2019 1,334 1,597 45,515 114 52,526 - 1,343 2,121 104,550
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
For the year ended 31 March 2020
-------------------------------------- ---------------- ------------------ -------- ---------- ----------- -------- --------
At 1 April
2019 1,334 1,597 45,515 114 52,526 - 1,343 2,121 104,550
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Total
comprehensive
income - - - - - (917) (20,790) (2,109) (23,816)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Realisation of
revaluations
from previous
years* - - - - - 2,488 (2,488) - -
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Realisation of
impaired
valuations - - - - - (13,431) 13,431 - -
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Transfer
between
reserves* - - - - (16,499) 16,499 - - -
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Transactions
with owners
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Dividends
paid - - - - - (4,639) - (886) (5,525)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Utilised in
share
issue - - - (114) - - - - (114)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Unallotted
shares - - - 5,775 - - - - 5,775
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Issue of
new
shares 124 - 9,188 - - - - - 9,312
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Share issue
costs - - - - (151) - - - (151)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
Purchase of
own
shares** (18) 18 - - (1,289) - - - (1,289)
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
At 31 March
2020 1,440 1,615 54,703 5,775 34,587 - (8,504) (874) 88,742
-------------- --------- ----------- ---------------- ------------------ -------- ---------- ----------- -------- --------
* A transfer of GBP2,488,000 representing previously recognised
unrealised losses on disposal of investments during the year ended 31
March 2020 (2019: GBP1,598,000) has been made from the Revaluation
reserve to the Capital Reserve-realised. A transfer of GBP16.5 million
representing realised gains on disposal of investments, less net
investment impairments and the excess of capital expenses over capital
income and capital dividends in the year (2019: GBP7.3 million) has been
made from the Special reserve to the Capital Reserve -- realised.
** These shares were subsequently cancelled.
Balance Sheet
as at 31 March 2020
2020 2019
GBP'000 GBP'000
--------------------------------------------------- ------- -------
Fixed assets
--------------------------------------------------- ------- -------
Investments 63,590 84,483
----------------------------------------------------- ------- -------
Current assets
--------------------------------------------------- ------- -------
Debtors 1,944 3,228
----------------------------------------------------- ------- -------
Cash at bank and in hand 23,471 17,222
----------------------------------------------------- ------- -------
25,415 20,450
--------------------------------------------------- ------- -------
Creditors: amounts falling due within one year (263) (383)
----------------------------------------------------- ------- -------
Net current assets 25,152 20,067
----------------------------------------------------- ------- -------
Net assets 88,742 104,550
----------------------------------------------------- ------- -------
Capital and reserves
--------------------------------------------------- ------- -------
Called up share capital 1,440 1,334
----------------------------------------------------- ------- -------
Capital redemption reserve 1,615 1,597
----------------------------------------------------- ------- -------
Share premium account 54,703 45,515
----------------------------------------------------- ------- -------
Funds held in respect of shares not yet allotted 5,775 114
----------------------------------------------------- ------- -------
Special reserve 34,587 52,526
----------------------------------------------------- ------- -------
Revaluation reserve (8,504) 1,343
----------------------------------------------------- ------- -------
Revenue reserve (874) 2,121
----------------------------------------------------- ------- -------
Total equity shareholders' funds 88,742 104,550
----------------------------------------------------- ------- -------
Basic and diluted net asset value per share 57.6p 78.3p
----------------------------------------------------- ------- -------
The financial statements were approved and authorised for issue by the
Board of Directors on 30 July 2020 and were signed on its behalf by:
Chris Kay
Chairman
Company number: 3150868
Cash Flow Statement
for the year ended 31 March 2020
2020 2019
GBP'000 GBP'000
----------------------------------------------------- -------- --------
Cash flow from operating activities
----------------------------------------------------- -------- --------
(Loss)/profit on ordinary activities after taxation (23,816) (4,272)
------------------------------------------------------ -------- --------
Loss/(gains) on investments 21,094 6,317
------------------------------------------------------ -------- --------
Decrease/(increase) in debtors 1,284 (1,654)
------------------------------------------------------ -------- --------
(Decrease)/increase in creditors (28) (76)
------------------------------------------------------ -------- --------
Net cash generated from operating activities (1,466) 315
------------------------------------------------------ -------- --------
Cash flow from investing activities
----------------------------------------------------- -------- --------
Purchase of investments (11,197) (12,501)
------------------------------------------------------ -------- --------
Proceeds from disposal of investments 10,997 3,289
------------------------------------------------------ -------- --------
Net cash (outflow)/inflow from investing activities (200) (9,212)
------------------------------------------------------ -------- --------
Cash flows from financing activities
----------------------------------------------------- -------- --------
Proceeds from share issue 9,312 14,011
------------------------------------------------------ -------- --------
Funds held in respect of shares not yet allotted 5,661 (12,762)
------------------------------------------------------ -------- --------
Share issue costs (151) (470)
------------------------------------------------------ -------- --------
Purchase of own shares (1,382) (2,096)
------------------------------------------------------ -------- --------
Equity dividends paid (5,525) (8,020)
------------------------------------------------------ -------- --------
Net cash (outflow)/inflow from financing activities 7,915 (9,337)
------------------------------------------------------ -------- --------
(Decrease)/increase in cash 6,249 (18,234)
------------------------------------------------------ -------- --------
Net movement in cash
----------------------------------------------------- -------- --------
Beginning of year 17,222 35,456
------------------------------------------------------ -------- --------
Net cash (outflow)/inflow 6,249 (18,234)
------------------------------------------------------ -------- --------
End of year 23,471 17,222
------------------------------------------------------ -------- --------
Notes to the Accounts
for the year ended 31 March 2020
1. General information
Downing ONE VCT 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,
and its registered office is St. Magnus House, 3 Lower Thames Street,
London EC3R 6HD.
2. Accounting policies
Basis of accounting
The Company has prepared its financial statements in accordance with the
Financial Reporting Standard 102 ("FRS 102") and in accordance with the
Statement of Recommended Practice "Financial Statements of Investment
Trust Companies" issued November 2014 and updated February 2018
("SORP").
The financial statements are presented in Sterling (GBP) and rounded to
thousands.
Going concern
After reviewing the Company's forecasts and projections, the Directors
have a reasonable expectation that the major cash outflows of the
Company (most notably investments, share buybacks and dividends) are
within the Company's control and therefore the Company has sufficient
cash to meet its expenses and liabilities when they fall due. The impact
of COVID-19 has been considered, more detail on these considerations can
be found within the Corporate Governance report. As such, the Board
confirms that the Company has adequate resources to continues in
operational existence for at least 12 months from the date of approval
of the financial statements. The Company therefore continues to adopt
the going concern basis in preparing its financial statements.
Presentation of income statement
In order to better reflect the activities of a Venture Capital Trust and
in accordance with guidance issued by the Association of Investment
Companies ("AIC"), supplementary information which analyses the income
statement between items of a revenue and capital nature has been
presented alongside the income statement. The net revenue is the measure
the Directors believe appropriate in assessing the Company's compliance
with certain requirements set out in Part 6 of the Income Tax Act 2007.
Investments
Venture capital investments are designated as "fair value through profit
or loss" assets due to investments being managed and performance
evaluated on a fair value basis. A financial asset is designated within
this category if it is both acquired and managed on a fair value basis,
with a view to selling after a period of time, in accordance with the
Company's documented investment policy.
Judgements in applying accounting policies and key sources of estimation
uncertainty
Of the Company's assets measured at fair value, it is possible to
determine their fair values within a reasonable range of estimates. The
fair value of an investment upon acquisition is deemed to be cost.
Thereafter, investments are measured at fair value in accordance with
FRS 102 sections 11 and 12, together with the International Private
Equity and Venture Capital Valuation Guidelines ("IPEV").
Investments quoted on recognised stock markets are measured using bid
prices.
The valuation methodologies for unquoted instruments (comprising equity
and loan notes), used by the IPEV to ascertain the fair value of an
investment, are as follows:
- Calibration to the price of recent investment;
- Multiples;
- Net assets;
- Discounted cash flows or earnings (of the underlying business);
- Discounted cash flows (from the investment); and
- Industry valuation benchmarks.
The methodology applied takes account of the nature, facts and
circumstances of the individual investment and uses reasonable data,
market inputs, assumptions and estimates in order to ascertain fair
value, as explained in the investment accounting policy above. Where an
investee company has gone into receivership, liquidation or
administration and there is little likelihood of a recovery, the loss on
the investment, although not physically disposed of, is treated as being
realised.
Gains and losses arising from changes in fair value are included in the
income statement as a capital item.
It is not the Company's policy to exercise significant influence or
joint control over investee companies. Therefore, the results of these
companies are not incorporated into the Income Statement, except to the
extent of any income accrued. This is in accordance with the SORP and
FRS 102 sections 14 and 15 that do not require portfolio investments to
be accounted for using the equity method of accounting.
Calibration to price of recent investment requires a level of judgment
to be applied in assessing and reviewing any additional information
available since the last investment date. The manager considers a range
of factors in order to determine if there is any indication of decline
in value or evidence of increase in value since the recent investment
date. If no such indications are noted the price of the recent
investment will be used as the fair value for the investment.
Examples of signals which could indicate a movement in value are: -
- Changes in results against budget or in expectations of achievement of
technical milestones (patents/testing/ regulatory approvals)
- Significant changes in the market of the products or in the economic
environment in which it operates
- Significant changes in the performance of comparable companies
- Internal matters such as fraud, litigation or management structure.
In respect of disclosures required by the SORP for the 10 largest
investments held by the Company, the most recent publicly available
accounts information, either as filed at Companies House, or announced
to the London Stock Exchange, is disclosed. In the case of unlisted
investments, this may be abbreviated information only.
Income
Dividend income from investments is recognised when the Shareholders'
right to receive payment has been established, normally the ex-dividend
date.
Loan stock interest is accrued on a time apportioned basis, by reference
to the principal outstanding and at the effective interest rate
applicable and only where there is reasonable certainty of collection.
Distributions from investments in limited liability partnerships
("LLPs") are recognised as they are paid to the Company. Where such
items are considered capital in nature they are recognised as capital
profits.
Expenses
All expenses are accounted for on an accruals basis. In respect of the
analysis between revenue and capital items presented within the income
statement, all expenses have been presented as revenue items, except as
follows:
-Expenses which are incidental to the acquisition of an investment are
deducted from the Capital Account.
- Expenses which are incidental to the disposal of an investment are
deducted from the disposal proceeds of the investment.
- Expenses are split and presented partly as capital items where a
connection with the maintenance or enhancement of the value of the
investments held can be demonstrated. Investment management fees are
allocated 50% to revenue and 50% to capital, in order to reflect the
Directors' expected long-term view of the nature of the investment
returns of the Company.
Taxation
The tax effects on different items in the Income Statement are allocated
between capital and revenue on the same basis as the particular item to
which they relate, using the Company's effective rate of tax for the
accounting period.
Due to the Company's status as a Venture Capital Trust and the continued
intention to meet the conditions required to comply with Part 6 of the
Income Tax Act 2007, no provision for taxation is required in respect of
any realised or unrealised appreciation of the Company's investments.
Deferred taxation is not discounted and is provided in full on timing
differences that result in an obligation at the balance sheet date to
pay more tax, or a right to pay less tax, at a future date, at rates
expected to apply when the obligations or rights crystallise based on
tax rates and law enacted or substantively enacted at the balance sheet
date. Timing differences arise from the inclusion of items of income and
expenditure in taxation computations in periods different from those in
which they are included in the accounts. Deferred tax assets are only
recognised if it is expected that future taxable profits will be
available to utilise such assets and are recognised on a non-discounted
basis.
Cash and cash equivalents
Cash and cash equivalents include cash in hand and deposits held at call
with banks with an original maturity of three months or less.
Other debtors and other creditors
Other debtors (including accrued income) and other creditors are
included within the accounts at amortised cost.
Share issue costs
Share issue costs have been deducted from the special reserve account.
Segmental reporting
The Company only has one class of business and one market.
Dividends payable
Dividends payable are recognised as distributions in the financial
statements when the Company's liability to make payment has been
established, normally the record date.
Funds held in respect of shares not yet allotted
Cash received in respect of applications for new shares that have not
yet been allotted is shown as "Funds held in respect of shares not yet
allotted" and recorded on the Balance Sheet and Statement of Changes in
Equity.
3. Basic and diluted return per share
2020 2019
GBP'000 GBP'000
-------------------------------------------------- ----------- -----------
Return per share based on:
-------------------------------------------------- ----------- -----------
Net revenue (loss)/return for the financial year (2,109) 2,634
-------------------------------------------------- ----------- -----------
Net capital (loss) for the financial year (21,707) (6,906)
-------------------------------------------------- ----------- -----------
Total (loss) for the financial year (23,816) (4,272)
-------------------------------------------------- ----------- -----------
Weighted average number of shares in issue 134,726,743 133,474,895
-------------------------------------------------- ----------- -----------
As the Company has not issued any convertible securities or share
options, there is no dilutive effect on return per share. The return per
share disclosed therefore represents both the basic and diluted return
per share.
4. Principal Risks
The Company's investment activities expose the Company to a number of
risks associated with financial instruments and the sectors in which the
Company invests. The principal financial risks arising from the
Company's operations are:
- Investment risks;
- Credit risk; and
- Liquidity risk.
The Board regularly reviews these risks and the policies in place for
managing them. There have been no significant changes to the nature of
the risks that the Company is exposed to over the year and there have
also been no significant changes to the policies for managing those
risks during the year.
The risk management policies used by the Company in respect of the
principal financial risks and a review of the financial instruments held
at the year-end, are provided below.
Market risks
As a VCT, the Company is exposed to investment risks in the form of
potential losses and gains that may arise on the investments it holds,
in accordance with its investment policy. The management of these
investment risks is a fundamental part of the investment activities
undertaken by the Investment Adviser and overseen by the Board. The
Investment Adviser monitors investments through regular contact with
management of investee companies, regular review of management accounts
and other financial information and attendance at investee company board
meetings. This enables the Investment Adviser to manage the investment
risk in respect of individual investments. Investment risk is also
mitigated by holding a diversified portfolio spread across various
business sectors and asset classes.
The key investment risks to which the Company is exposed are:
- Investment price risk; and
- Interest rate risk.
The Company has undertaken sensitivity analysis on its financial
instruments, split into the relevant component parts, taking into
consideration the economic climate at the time of review, in order to
ascertain the appropriate risk allocation.
Investment price risk
Investment price risk arises from uncertainty about the future prices
and valuations of financial instruments held in accordance with the
Company's investment objectives. It represents the potential loss that
the Company might suffer through investment price movements in respect
of quoted investments and also changes in the fair value of unquoted
investments that it holds.
Interest risk
The Company accepts exposure to interest rate risk on floating-rate
financial assets through the effect of changes in prevailing interest
rates. The Company receives interest on its cash deposits at a rate
agreed with its bankers. Investments in loan stock and fixed interest
securities attract interest predominately at fixed rates. A summary of
the interest rate profile of the Company's investments is shown below.
Interest rate profile of financial assets and financial liabilities
There are three levels of interest which are attributable to the
financial instruments as follows:
- "Fixed rate" assets represent investments with predetermined yield
targets and comprise fixed interest and loan note investments.
- "Floating rate" assets predominantly bear interest at rates linked to
the Bank of England base rate and comprise cash at bank.
- "No interest rate" assets do not attract interest and comprise equity
investments, non-interest bearing convertible loan notes, loans and
receivables (excluding cash at bank) and other financial liabilities.
The Company monitors the level of income received from fixed, floating
and non interest rate assets and, if appropriate, may make adjustments
to the allocation between the categories, in particular, should this be
required to ensure compliance with the VCT regulations.
In March 2020, The Bank of England base rate decreased from 0.75% per
annum to 0.1% per annum. Any potential change in the base rate at the
current level wouldn't have a material impact on the net assets and
total return of the Company.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument
is unable to discharge a commitment to the Company made under that
instrument. The Company is exposed to credit risk through its holdings
of loan stock in investee companies, investments in fixed interest
securities, cash deposits and debtors.
The Investment Adviser manages credit risk in respect of loan notes with
a similar approach as described under investment risks above. In
addition, with the exception of new investments, credit risk is
mitigated by registering floating charges, covering the full par value
of the loan stock in the form of fixed and floating charges over the
assets of the investee companies. The strength of this security in each
case is dependent on the nature of the investee company's business and
its identifiable assets. The level of security is a key means of
managing credit risk. Similarly, the management of credit risk
associated with interest, dividends and other receivables is covered
within the investment management procedures.
Cash is mainly held at Bank of Scotland plc, with a balance also
maintained at Royal Bank of Scotland plc, both of which are A-rated
financial institutions. Consequently, the Directors consider that the
credit risk associated with cash deposits is low.
There has been limited changes in fair value during the year that can be
directly attributable to changes in credit risk.
As at 31 March 2020, of the loan stock classified as "past due",
GBP1,103,000 relates to the principal of loan notes where, although the
principal remains within the term, the investee company is not fully
servicing the interest obligations under the loan note and is in
arrears. Notwithstanding the arrears of interest, the Directors do not
consider that the loan note itself has been impaired or the maturity of
the principal has altered.
As at 31 March 2020, of the loan stock classified as "past due",
GBP7,420,000 relates to the principal of loan notes where the principal
has passed its maturity date. As at the balance sheet date, the extent
to which the principal is past its maturity date, GBP5.5 million falls
within the banding of nil to 2 years past due and GBP1.9 million is 3 to
5 years past due. Notwithstanding this information, the Directors do not
consider the loan notes to be impaired at the current time or that
maturity dates of the principal have altered.
As at 31 March 2019, of the loan stock classified as "past due",
GBP2,695,000 related to the principal of loan notes where, although the
principal remained within term, the investee company was not fully
servicing the interest obligations under the loan note and was in
arrears. Notwithstanding the arrears of interest, the Directors did not
consider that the loan note itself had been impaired or the maturity of
the principal had altered.
As at 31 March 2019, of the loan stock classified as "past due",
GBP2,134,000 related to the principal of loan notes where the principal
had passed its maturity date. As at 31 March 2019, the extent to which
the principal is past its maturity date, GBP2.1 million falls within the
banding of nil to 2 years past due and GBP58,000 is 3 to 4 years past
due. Notwithstanding this information, the Directors did not consider
the loan notes to be impaired at 31 March 2019 or that maturity dates of
the principal had altered.
Liquidity risk
Liquidity risk is the risk that the Company encounters difficulties in
meeting obligations associated with its financial liabilities. Liquidity
risk may also arise from either the inability to sell financial
instruments when required at their fair values or from the inability to
generate cash inflows as required. The Company normally has a relatively
low level of creditors (2020: GBP263,000, 2019: GBP383,000) and has no
borrowings. Most of the quoted investments held by the Company are
considered to be readily realisable. The Company always holds sufficient
levels of funds as cash and readily realisable investments in order to
meet expenses and other cash outflows as they arise. For these reasons
the Board believes that the Company's exposure to liquidity risk is
minimal.
The Company's liquidity risk is managed by the Investment Adviser in
line with guidance agreed with the Board and is reviewed by the Board at
regular intervals.
ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The financial information set out in this announcement does not
constitute the Company's statutory financial statements in accordance
with section 434 Companies Act 2006 for the year ended 31 March 2020,
but has been extracted from the statutory financial statements for the
year ended 31 March 2020 which were approved by the Board of Directors
on 30 July 2020 and will be delivered to the Registrar of Companies. The
Independent Auditor's Report on those financial statements was
unqualified and did not contain any emphasis of matter nor statements
under s 498(2) and (3) of the Companies Act 2006.
The statutory accounts for the year ended 31 March 2019 have been
delivered to the Registrar of Companies and received an Independent
Auditors report which was unqualified and did not contain any emphasis
of matter nor statements under s 498(2) and (3) of the Companies Act
2006.
A copy of the full annual report and financial statements for the year
ended 31 March 2020 will be printed and posted to shareholders shortly.
Copies will also be available to the public at the registered office of
the Company at St. Magnus House, 3 Lower Thames Street, London EC3R 6HD
and will be available for download from and www.downing.co.uk
(END) Dow Jones Newswires
July 30, 2020 07:53 ET (11:53 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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