TIDMBSC
RNS Number : 2904M
British Smaller Companies VCT2 Plc
13 September 2023
British Smaller Companies VCT2 plc
Unaudited Interim Results and Interim Management Report
for the six months ended 30 June 2023
British Smaller Companies VCT2 plc (the "Company") today
announces its unaudited interim results for the six months ended 30
June 2023.
HIGHLIGHTS
-- Net Asset Value at 30 June 2023 of 57.95p per share (31
December 2022: 61.6p) following payment of dividends of 3.75p
during the period
-- Total Return increased by 0.1p to 142.7p per share
-- Fully subscribed offer raised net proceeds of GBP27.5 million
-- The Board has declared a third interim dividend of 1.5p per
share in respect of the year ending 31 December 2023, which will
bring total dividends paid in the current financial year to 5.25p
per share, which equates to 8.5 per cent of the opening net asset
value per share
-- Three new investments and two follow-on investments totalling
GBP7.4 million were completed during the period. Subsequent to the
period end, one follow-on investment totalling GBP0.2 million has
been completed, bringing the total invested this year to GBP7.6
million, following the GBP16.3 million invested in the full year to
31 December 2022
Chairman's Statement
I am pleased to present the interim results of British Smaller
Companies VCT2 plc (the "Company") for the six months to 30 June
2023. This reflects a period where the UK has seen persistently
high inflation, accompanied by rising interest rates, which have
acted as a drag on economic activity and growth-focused share
prices.
Despite these challenges, the Company has achieved a positive
total return in the period, increasing by 0.1 pence to 142.7 pence
per ordinary share at 30 June 2023. In contrast the FTSE Small Cap
fell by 2.3 per cent over the same period. The Company continues to
be ranked second across all generalist VCTs when considering a
blended average performance ranking over 1, 3, 5, 7 and 10
years.
The positive performance has been driven by the resilience of
underlying portfolio companies, which continue to see growing
revenues, with companies increasingly focused on longer term
sustainability by balancing growth with a path to
profitability.
Due to the nature of the Company's investments, there is limited
direct exposure to rising interest rates. Conversely, these
conditions, accompanied by a contraction in the debt markets
following the failure of Silicon Valley Bank, present opportunities
across the existing portfolio for the Company to deploy further
capital.
Over the past six months, the Company has completed three new
investments to the portfolio, totalling GBP5.3 million, and made
two follow-on investments, totalling GBP2.1 million. Subsequent to
the period end, a further GBP0.2 million has also been invested,
taking the total invested so far this year to GBP7.6 million,
following the GBP16.3 million invested in the full year to 31
December 2022.
Realisations in the Period
Realisations of portfolio investments generated total proceeds
of GBP1.7 million in the period.
The Company realised its investment in Wakefield Acoustics in
January, generating proceeds of GBP0.6 million and an overall
return of 1.5x cost. This was a pleasing result, given the
investment was valued at nil at the beginning of the previous
financial year, emphasising the Company's commitment to portfolio
companies at all stages through their growth journey.
The Company realised its investment in Ncam in April, generating
initial proceeds of GBP0.9 million. There is the potential for
additional receipts of up to GBP0.8 million depending on the
achievement of certain milestones over the coming years, which
would see the Company fully recover its investment. GBP0.2 million
of deferred proceeds have been recognised at the period end.
Financial Results
The investment portfolio generated a return of GBP2.0 million in
the period, driven by positive revaluations from a number of
companies. The movement in net asset value ("NAV") per ordinary
share and the dividends paid are set out in the table below.
Pence per GBP000
ordinary share
NAV at 31 December 2022 61.6 111,869
-------- -------- -------- --------
Net gain arising from investment portfolio 0.9 2,035
-------- -------- -------- --------
Net operating costs (0.3) (602)
-------- -------- -------- --------
Incentive fee (0.5) (1,180)
-------- -------- -------- --------
Total Return in period 0.1 253
-------- -------- -------- --------
Issue/buy-back of new shares 28,433
-------- -------- -------- --------
NAV before the payment of dividends 61.7 140,555
-------- -------- -------- --------
Dividends paid (3.75) (7,528)
-------- -------- -------- --------
NAV at 30 June 2023 57.95 133,027
-------- -------- -------- --------
Cumulative dividends paid 84.75
-------- -------- -------- --------
Total Return: At 30 June 2023 142.7
-------- -------- -------- --------
At 31 December 2022 142.6
-------- -------- -------- --------
Dividends
Following the realisations of Springboard and Intelligent Office
in the previous financial year, a special dividend of 2.25 pence
was paid on 11 January 2023.
An interim dividend of 1.5 pence per ordinary share for the year
ending 31 December 2023 was paid on 26 June 2023, bringing the
cumulative dividends paid to date to 84.75 pence per ordinary
share.
Your Board has proposed an interim dividend of 1.5 pence per
ordinary share for the year ending 31 December 2023 which, when
combined with the above dividends, will bring total dividends paid
in the current financial year to 5.25 pence per ordinary share
(2022: 3.0 pence per ordinary share). The dividend will be paid on
3 November 2023 to shareholders on the register on 6 October
2023.
Shareholder Relations
The shareholder workshop held on 20 June 2023 was well attended.
Attendees heard from Tom Dunlop, CEO of Summize, and Philip Hunt,
Chair of Vuealta.
The Company will be hosting an online webinar in November 2023
to provide an update to shareholders; invites will be sent out in
September.
Documents such as the annual report are now received
electronically by 81 per cent of shareholders, rather than by post,
which helps to meet the Board's impact objectives and reduces
printing costs. The Board continues to encourage all shareholders
to take up this option.
The Company's website is refreshed on a regular basis and
provides a comprehensive level of information in what I hope is a
user-friendly format.
Fundraising
On 4 April 2023 the Company allotted shares from its fully
subscribed 2022/23 share offer. GBP27.5 million was raised by the
Company, resulting in the allotment of 46,357,328 ordinary
shares.
On 2 August 2023, the Company announced its intention to launch
a new joint offer for subscription for the tax year 2023-24 later
this year, alongside British Smaller Companies VCT plc. A
prospectus with full details of the proposed offer is expected to
be published in mid-to-late September.
Outlook
The Company's portfolio continues to be resilient, with
businesses delivering good growth, driven by the Company's backing
of companies in sectors with long-term favourable trends, such as
those driving digital transformation. The Board remains watchful of
economic conditions and its knock-on impact to the portfolio, while
also noting that such conditions often prove to be an opportune
time to invest long term capital in fast growing businesses.
I thank shareholders for their continued support.
Peter Waller
Chairman
Objectives and Strategy
Investment Strategy
The Company seeks to build a broad portfolio of investments in
early-stage companies focused on growth with the aim of spreading
the maturity profiles and maximising return, as well as ensuring
compliance with the VCT guidelines.
The Company predominantly invests in unquoted smaller companies
and expects that this will continue to make up the significant
majority of the portfolio. It will also retain holdings in cash or
near-cash investments to provide a reserve of liquidity which will
maximise the Company's flexibility as to the timing of investment
acquisitions and disposals, dividend payments and share
buybacks.
Unquoted investments are structured using various investment
instruments, including ordinary preference shares, convertible
securities and very occasionally loan stock, to achieve an
appropriate balance of income and capital growth, having regard to
the VCT legislation. The portfolio is diversified by investing in a
broad range of industry sectors. The normal investment period into
the portfolio companies is expected to be typically between the
range of five to seven years.
Investment policy
The investment policy of the Company is to invest in UK
businesses across a broad range of sectors that blends a mix of
businesses operating in established and emerging industries that
offer opportunities in the application and development of
innovation in their products and services.
These investments will all meet the definition of a Qualifying
Investment and be primarily in unquoted UK companies. It is
anticipated that the majority of these will be re-investing their
profits for growth and the investments will comprise mainly equity
instruments.
The Company seeks to build a broad portfolio of investments in
early-stage companies focused on growth with the aim of spreading
the maturity profiles and maximising return as well as ensuring
compliance with the VCT guidelines.
Investment Review
At 30 June 2023 the Company's portfolio was valued at GBP89.2
million. The top ten investments represent 44.2 per cent of the net
asset value with the largest representing 15.8 per cent of the net
asset value.
The movements in the investment portfolio are set out below:
Table A
Investment Portfolio
Portfolio Listed Investment Portfolio
GBPmillion investment GBPmillion
funds
GBPmillion
Opening fair value at 1 January 2023 81.4 1.6 83.0
------------ ------------ ---------------------
Additions 7.4 0.4 7.8
------------ ------------ ---------------------
Disposal proceeds (1.7) (0.2) (1.9)
------------ ------------ ---------------------
Gain (loss) arising from the investment portfolio 2.1 (0.1) 2.0
------------ ------------ ---------------------
Closing fair value at 30 June 2023 89.2 1.7 90.9
------------ ------------ ---------------------
The Company's portfolio delivered a positive performance over
the period, generating a return of GBP2.1 million, of which GBP2.2
million arose from the residual portfolio, offset by a small loss
of GBP0.1 million from realisations. As noted above, there was also
a fall in value of GBP0.1 million from the listed investment
portfolio, which forms part of the Company's treasury
management.
There were upward revaluations from Unbiased, Displayplan,
Traveltek and Wooshii, offset by decreases from ACC and Relative
Insight. Matillion's valuation also reduced due to decreases in
valuation multiples of comparable public companies.
Realisation of Investments
During the six months to 30 June 2023, the portfolio generated
GBP1.7 million from disposals, a loss of GBP0.1 million over the
opening carrying value and a loss of GBP0.6 million on cost.
Further details, including movements from listed funds, are given
in note 6.
Investments
During the six months ended 30 June 2023, the Company completed
five investments, totalling GBP7.4 million. This comprised three
new investments, totalling GBP5.3 million, and two follow-on
investments, totalling GBP2.1 million. The breakdown of these
investments is shown below:
Investments made GBPmillion
Company Description New Follow-on Total
------------------------------------------------ ---- ---------------------------- ------
Patient engagement and communications software
DrDoctor platform 2.4 - 2.4
------------------------------------------------ ---- ---------------------------- ------
SAAS-based employee engagement, survey and
Workbuzz insights platform 1.7 - 1.7
------------------------------------------------ ---- ---------------------------- ------
Quality Clouds B2B software - 1.6 1.6
------------------------------------------------ ---- ---------------------------- ------
Xapien Automated background research software 1.2 - 1.2
------------------------------------------------ ---- ---------------------------- ------
Relative Insight AI-based text data analytics platform - 0.5 0.5
------------------------------------------------ ---- ---------------------------- ------
Invested in the period 5.3 2.1 7.4
---- ---------------------------- ------
Following the initial investment into Quality Clouds in May
2022, the Company participated in a further capital raise in March,
providing GBP1.6 million of additional funding to enable the
company to expand its team and execute on a growing sales pipeline.
The Company also invested a further GBP0.5 million into Relative
Insight.
Cash Deposits and other Liquid Funds
In the current market of rising interest rates the Company is
taking an active approach to cash management, while ensuring its
primary aim of capital preservation is met. This is managed through
the use of a diversified pool of money market funds (which can be
converted back to cash with immediate notice), cash deposits with
tier one banking institutions, and a small, diversified portfolio
of listed investment funds. At 30 June 2023 this listed portfolio
was valued at GBP1.7 million, or 1.3 per cent of net assets; this
reduced in value by GBP0.1 million in the period, predominantly
driven by a reduction in the valuation of its bond investments.
Portfolio
The top 10 investments had a combined value of GBP58.7 million,
65.8 per cent of the total portfolio.
Name of Company Sector First Amount inv Value at Recognised Return
investment ested 30 June 2023 income/ to date*
GBP000 GBP000 proceeds GBP000
to date
GBP000
Matillion Limited Data Nov 16 1,778 21,022 5,946 26,968
---------------- ------------- ---------------- -------------- --------------- ----------
Tech-enabled
Unbiased EC1 Limited Services Dec 19 3,731 7,008 - 7,008
---------------- ------------- ---------------- -------------- --------------- ----------
Outpost VFX Limited New Media Feb 21 3,000 5,786 20 5,806
---------------- ------------- ---------------- -------------- --------------- ----------
Displayplan Holdings Business
Limited Services Jan 12 700 4,754 1,706 6,460
---------------- ------------- ---------------- -------------- --------------- ----------
Wooshii Limited New Media May 19 3,096 4,654 360 5,014
---------------- ------------- ---------------- -------------- --------------- ----------
Application
Elucidat Ltd Software May 19 2,640 4,151 84 4,235
---------------- ------------- ---------------- -------------- --------------- ----------
Application
Force24 Ltd Software Nov 20 2,100 3,172 - 3,172
---------------- ------------- ---------------- -------------- --------------- ----------
Vypr Validation Tech-enabled
Technologies Limited Services Jan 21 2,200 2,772 - 2,772
---------------- ------------- ---------------- -------------- --------------- ----------
ACC Aviation Group Business
Limited Services Nov 14 1,379 2,741 3,525 6,266
---------------- ------------- ---------------- -------------- --------------- ----------
Quality Clouds
Limited Data May 22 2,610 2,688 - 2,688
---------------- ------------- ---------------- -------------- --------------- ----------
SharpCloud Software
Limited Data Oct 19 2,271 2,567 - 2,567
---------------- ------------- ---------------- -------------- --------------- ----------
DrDoctor (via ICNH Application
Ltd) Software Feb 23 2,377 2,377 - 2,377
---------------- ------------- ---------------- -------------- --------------- ----------
KeTech Enterprises Tech-enabled
Limited Services Nov 15 2,000 2,110 2,599 4,709
---------------- ------------- ---------------- -------------- --------------- ----------
Traveltek Group Application
Holdings Limited Software Oct 16 1,163 1,834 576 2,410
---------------- ------------- ---------------- -------------- --------------- ----------
Tonkotsu Limited Retail & Brands Jun 19 1,592 1,831 - 1,831
---------------- ------------- ---------------- -------------- --------------- ----------
Relative Insight Tech-enabled
Limited Services Mar 22 2,536 1,796 - 1,796
---------------- ------------- ---------------- -------------- --------------- ----------
AutomatePro Limited Cloud & DevOps Dec 22 1,483 1,777 - 1,777
---------------- ------------- ---------------- -------------- --------------- ----------
Workbuzz Analytics Application
Ltd Software Jun 23 1,718 1,718 - 1,718
---------------- ------------- ---------------- -------------- --------------- ----------
Vuealta Holdings Tech-enabled
Limited Services Sep 21 2,030 1,463 3,067 4,530
---------------- ------------- ---------------- -------------- --------------- ----------
Plandek Limited Cloud & DevOps Oct 22 1,380 1,380 - 1,380
---------------- ------------- ---------------- -------------- --------------- ----------
Sipsynergy (via
Hosted Network
Services Limited) Cloud & DevOps Jun 16 2,045 1,292 - 1,292
---------------- ------------- ---------------- -------------- --------------- ----------
Application
Summize Limited Software Oct 22 1,200 1,257 - 1,257
---------------- ------------- ---------------- -------------- --------------- ----------
Frescobol Carioca Ltd Retail & Brands Mar 19 1,200 1,244 - 1,244
---------------- ------------- ---------------- -------------- --------------- ----------
Xapien (via Digital
Insight Technologies Application
Limited) Software Mar 23 1,160 1,240 - 1,240
---------------- ------------- ---------------- -------------- --------------- ----------
Application
Biorelate Limited Software Nov 22 1,040 1,034 - 1,034
---------------- ------------- ---------------- -------------- --------------- ----------
Panintelligence (via
Paninsight Limited) Data Nov 19 1,000 1,000 - 1,000
---------------- ------------- ---------------- -------------- --------------- ----------
e2E Engineering Business
Limited Services Sep 17 600 950 155 1,105
---------------- ------------- ---------------- -------------- --------------- ----------
Macro Art Holdings Business
Limited Services Jun 16 840 727 666 1,393
---------------- ------------- ---------------- -------------- --------------- ----------
GBP0.5 million and below 11,797 2,829 4,561 7,330
---------------- -------------- --------------- ----------
Total investments 62,666 89,174 23,265 112,439
---------------- -------------- --------------- ----------
Full disposals to date 48,145 - 76,630 76,630
---------------- -------------- --------------- ----------
Total portfolio 110,811 89,174 99,895 189,069
---------------- -------------- --------------- ----------
* Represents recognised income and proceeds received to date
plus the unrealised valuation at 30 June 2023
OUR PORTFOLIO AT A GLANCE
The charts on page 13 of the interim report illustrate the broad
range of the investment portfolio.
Principal Risks and Uncertainties
In accordance with DTR 4.2.7, the Board confirms that the
principal risks and uncertainties facing the Company have not
materially changed from those identified in the Annual Report and
Accounts for the year ended 31 December 2022. The Board
acknowledges that there is regulatory risk and continues to manage
the Company's affairs in such a manner as to comply with section
274 of the Income Tax Act 2007.
In summary, the principal risks are:
> VCT Qualifying Status;
> Economic;
> Investment and Strategic;
> Regulatory;
> Legislative;
> Reputational;
> Operational;
> Cyber Security and Information Technology;
> ESG; and
> Liquidity.
Full details of the principal risks can be found in the
financial statements for the year ended 31 December 2022 on pages
32 to 34, a copy of which is available at www.bscfunds.com.
Directors' Responsibilities Statement
The directors of British Smaller Companies VCT2 plc confirm
that, to the best of their knowledge, the condensed set of
financial statements in this interim report have been prepared in
accordance with International Accounting Standard 34 "Interim
Financial Reporting" as adopted by the UK, and give a true and fair
view of the assets, liabilities, financial position and profit and
loss of British Smaller Companies VCT2 plc, and that the interim
management report includes a true and fair review of the
information required by DTR 4.2.7R and DTR 4.2.8R.
The directors of British Smaller Companies VCT2 plc are listed
in note 11 of these interim financial statements.
By order of the Board
Peter Waller
Chairman
Unaudited Statement of Comprehensive Income
for the six months ended 30 June 2023
Notes Unaudited 6 months ended Unaudited 6 months ended
30 June 2023 30 June 2022
Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Gains on investments held at fair value 6 - 2,108 2,108 - 2,364 2,364
Loss on disposal of investments 6 - (73) (73) - - -
Income 2 720 - 720 275 - 275
------------------------------------------------ ------ --------- -------- -------- --------- -------- --------
Total income 720 2,035 2,755 275 2,364 2,639
Administrative expenses:
------------------------------------------------ ------ --------- -------- -------- --------- -------- --------
Manager's fee (250) (751) (1,001) (205) (613) (818)
Incentive fee - (1,180) (1,180) - (363) (363)
Other expenses (321) - (321) (295) - (295)
------------------------------------------------ ------ --------- -------- -------- --------- -------- --------
(571) (1,931) (2,502) (500) (976) (1,476)
------------------------------------------------ ------ --------- -------- -------- --------- -------- --------
Profit (loss) before taxation 149 104 253 (225) 1,388 1,163
Taxation 3 - - - - - -
------------------------------------------------ ------ --------- -------- -------- --------- -------- --------
Profit (loss) for the period 149 104 253 (225) 1,388 1,163
------------------------------------------------ ------ --------- -------- -------- --------- -------- --------
Total comprehensive income (expense) for the
period 149 104 253 (225) 1,388 1,163
Basic and diluted earnings (loss) per ordinary
share 5 0.07p 0.05p 0.12p (0.13p) 0.77p 0.64p
------------------------------------------------ ------ --------- -------- -------- --------- -------- --------
The Total column of this statement represents the Company's
Unaudited Statement of Comprehensive Income, prepared in accordance
with UK adopted international accounting standards. The
supplementary Revenue and Capital columns are prepared under the
Statement of Recommended Practice 'Financial Statements of
Investment Trust Companies and Venture Capital Trusts' (issued in
July 2022 - "SORP") published by the Association of Investment
Companies.
Unaudited Balance Sheet
as at 30 June 2023
Notes Unaudited Unaudited Audited
30 June 30 June 31 December
2023 2022 2022
GBP000 GBP000 GBP000
ASSETS
Non-current assets at fair value through profit or loss
Investments 6 89,174 78,161 81,385
Listed investment funds 6 1,746 647 1,596
--------------------------------------------------------- ------ ---------- ---------- -------------
Financial assets at fair value through profit or loss 6 90,920 78,808 82,981
Accrued income and other assets 1,403 688 948
--------------------------------------------------------- ------ ---------- ---------- -------------
92,323 79,496 83,929
Current assets
Accrued income and other assets 148 48 287
Current asset investments 21,750 1,988 1,988
Cash and cash equivalents 20,134 28,583 26,486
--------------------------------------------------------- ------ ---------- ---------- -------------
42,032 30,619 28,761
LIABILITIES
Current liabilities
Trade and other payables (148) (116) (821)
Provisions for liabilities and charges 7 (1,180) (363) -
--------------------------------------------------------- ------ ---------- ---------- -------------
Net current assets 40,704 30,140 27,940
--------------------------------------------------------- ------ ---------- ---------- -------------
Net assets 133,027 109,636 111,869
--------------------------------------------------------- ------ ---------- ---------- -------------
Shareholders' equity
Share capital 24,903 19,921 20,014
Share premium account 24,899 430 858
Capital redemption reserve 88 88 88
Other reserve 2 2 2
Merger reserve 5,525 5,525 5,525
Capital reserve 41,959 52,519 52,263
Investment holding gains and losses reserve 34,446 30,373 31,762
Revenue reserve 1,205 778 1,357
--------------------------------------------------------- ------ ---------- ---------- -------------
Total shareholders' equity 133,027 109,636 111,869
--------------------------------------------------------- ------ ---------- ---------- -------------
Net asset value per ordinary share 8 57.95p 60.3p 61.6p
--------------------------------------------------------- ------ ---------- ---------- -------------
Signed on behalf of the Board
Peter Waller
Chairman
Unaudited Statement of Changes in Equity
for the six months ended 30 June 2023
Share Share Other reserves* Capital Investment Revenue Total
capital premium GBP000 reserve holding reserve equity
GBP000 account GBP000 gains and GBP000 GBP000
GBP000 losses
reserve
GBP000
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
At 31 December 2021 15,808 24,122 5,615 12,818 28,009 1,003 87,375
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Revenue loss for the period - - - - - (225) (225)
Expenses charged to capital - - - (976) - - (976)
Investment holding gain on
investments held at fair value - - - - 2,364 - 2,364
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Total comprehensive (expense)
income for the period - - - (976) 2,364 (225) 1,163
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Issue of share capital 4,023 21,274 - - - - 25,297
Issue of shares - DRIS 90 452 - - - - 542
Issue costs - (1,103) - - - - (1,103)
Share premium cancellation - (44,315) - 44,315 - - -
Purchase of own shares - - - (920) - - (920)
Dividends - - - (2,718) - - (2,718)
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Total transactions with owners 4,113 (23,692) - 40,677 - - 21,098
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
At 30 June 2022 19,921 430 5,615 52,519 30,373 778 109,636
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Revenue return for the period - - - - - 579 579
Expenses charged to capital - - - (998) - - (998)
Investment holding gain on
investments held at fair value - - - - 1,923 - 1,923
Realisation of investments in
the period - - - 3,586 - - 3,586
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Total comprehensive income for
the period - - - 2,588 1,923 579 5,090
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Issue of shares - DRIS 93 450 - - - - 543
Issue costs - (22) - - - - (22)
Purchase of own shares - - - (652) - - (652)
Dividends - - - (2,726) - - (2,726)
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Total transactions with owners 93 428 - (3,378) - - (2,857)
Realisation of prior year
investment holding gains - - - 534 (534) - -
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
At 31 December 2022 20,014 858 5,615 52,263 31,762 1,357 111,869
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Revenue return for the period - - - - - 149 149
Expenses charged to capital - - - (1,931) - - (1,931)
Investment holding gain on
investments held at fair value - - - - 2,108 - 2,108
Realisation of investments in
the period - - - (73) - - (73)
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Total comprehensive (expense)
income for the period - - - (2,004) 2,108 149 253
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Issue of share capital 4,636 24,076 - 28,712
Issue of shares - DRIS 253 1,201 - - - - 1,454
Issue costs - (1,236) - - - - (1,236)
Purchase of own shares - - - (497) - - (497)
Dividends - - - (7,227) - (301) (7,528)
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
Total transactions with owners 4,889 24,041 - (7,724) - (301) 20,905
Realisation of prior year
investment holding losses - - - (576) 576 - -
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
At 30 June 2023 24,903 24,899 5,615 41,959 34,446 1,205 133,027
--------------------------------- --------- --------- ---------------- --------- ----------- --------- --------
* Other reserves includes the capital redemption reserve, the
merger reserve and the other reserve, which are
non-distributable.
Reserves available for distribution
Under the Companies Act 2006, the capital reserve and the
revenue reserve are distributable reserves. The table below shows
amounts that are available for distribution.
Capital Revenue Total
reserve reserve GBP000
GBP000 GBP000
----------------------------------------------- --------- --------- ---------
Distributable reserves as above 41,959 1,205 43,164
Cancelled share premium not yet distributable (27,879) - (27,879)
Income/proceeds not yet distributable (198) (1,205) (1,403)
----------------------------------------------- --------- --------- ---------
Reserves available for distribution* 13,882 - 13,882
----------------------------------------------- --------- --------- ---------
*subject to filing these interim financial statements at
Companies House.
The capital reserve and the revenue reserve are both
distributable reserves. These reserves total GBP43,164,000,
representing a decrease of GBP10,456,000 in the period since 31
December 2022. The directors also consider the level of the
investment holding gains and losses reserve and the future
requirements of the Company when determining the level of dividend
payments.
Of the potentially distributable reserves of GBP43,164,000 shown
above, GBP1,403,000 relates to income/proceeds not yet
receivable.
Total share premium cancelled is available for distribution from
the following dates:
GBP000
1 January 2024 299
1 January 2025 7,387
1 January 2026 20,193
------------------------------------------------------- -------
Cancelled share premium account not yet distributable 27,879
------------------------------------------------------- -------
Unaudited Statement of Cash Flows
for the six months ended 30 June 2023
Notes Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
GBP000 GBP000 GBP000
Profit before taxation 253 1,163 6,253
Increase in provisions for liabilities and charges 1,080 363 -
Decrease in trade and other payables (573) (4,427) (3,722)
Increase in accrued income and other assets (118) (30) (529)
Loss (gains) on disposal of investments 73 - (3,586)
Gains on investments held at fair value (2,108) (2,364) (4,287)
Capitalised income - - (40)
------------------------------------------------------------------- ------ ---------- ---------- -------------
Net cash outflow from operating activities (1,393) (5,295) (5,911)
------------------------------------------------------------------- ------ ---------- ---------- -------------
Cash flows from (used in) investing activities
Cash maturing from fixed term deposits 1,988 - -
Purchase of financial assets at fair value through profit or loss 6 (7,817) (6,425) (17,978)
Proceeds from sale of financial assets at fair value
through profit or loss 6 1,715 - 12,929
Deferred consideration 6 - 4 4
------------------------------------------------------------------- ------ ---------- ---------- -------------
Net cash outflow from investing activities (4,114) (6,421) (5,045)
------------------------------------------------------------------- ------ ---------- ---------- -------------
Cash flows from (used in) financing activities
Issue of ordinary shares 28,712 25,297 25,297
Costs of ordinary share issues* (1,236) (1,103) (1,125)
Purchase of own shares (497) (920) (1,572)
Dividends paid 4 (6,074) (2,176) (4,359)
------------------------------------------------------------------- ------ ---------- ---------- -------------
Net cash inflow from financing activities 20,905 21,098 18,241
------------------------------------------------------------------- ------ ---------- ---------- -------------
Net increase in cash and cash equivalents 15,398 9,382 7,285
Cash and cash equivalents at the beginning of the period 26,486 19,201 19,201
------------------------------------------------------------------- ------ ---------- ---------- -------------
Cash and cash equivalents at the end of the period 41,884 28,583 26,486
------------------------------------------------------------------- ------ ---------- ---------- -------------
Cash and cash equivalents comprise
Money market funds 21,750 - -
Cash at bank 20,134 28,583 26,486
------------------------------------------------------------------- ------ ---------- ---------- -------------
Cash and cash equivalents at the end of the period 41,884 28,583 26,486
------------------------------------------------------------------- ------ ---------- ---------- -------------
*Issue costs include both fundraising costs and expenses
incurred from the Company's DRIS.
Explanatory Notes to the Unaudited
Condensed Financial Statements
1 General Information, Basis of Preparation and Principal Accounting Policies
These half year statements have been approved by the directors
whose names appear at note 11, each of whom has confirmed that to
the best of their knowledge:
> the interim management report includes a fair review of the
information required by rules 4.2.7 and 4.2.8 of the Disclosure
Rules and the Transparency Rules; and
> the half year statements have been prepared in accordance
with IAS 34 'Interim financial reporting' and the Disclosure and
Transparency Rules of the Financial Conduct Authority.
The half year statements are unaudited and have not been
reviewed by the auditors pursuant to the International Standard on
Review Engagements (UK and Ireland) 2410 guidance on Review of
Interim Financial Information performed by the independent Auditor
of the entity. They do not constitute full financial statements as
defined in section 435 of the Companies Act 2006. The comparative
figures for the year ended 31 December 2022 do not constitute full
financial statements and have been extracted from the Company's
financial statements for the year ended 31 December 2022. Those
accounts were reported upon without qualification by the auditors
and have been delivered to the Registrar of Companies.
The accounting policies and methods of computation followed in
the half year statements are the same as those adopted in the
preparation of the audited financial statements for the year ended
31 December 2022. They do not include all disclosures that would
otherwise be required in a complete set of financial statements and
should be read in conjunction with the 2022 annual report.
The accounts have been prepared on a going concern basis as set
out below and in accordance with UK adopted international
accounting standards.
The accounts have been prepared under the historical cost basis
as modified by the measurement of investments at fair value through
profit or loss.
The accounts have been prepared in compliance with the
recommendations set out in the Statement of Recommended Practice
'Financial Statements of Investment Trust Companies and Venture
Capital Trusts' issued by the Association of Investment Companies
(issued in July 2022 - "SORP") to the extent that they do not
conflict with UK adopted international accounting standards.
The financial statements are prepared in accordance with UK
adopted international accounting standards (IFRSs) and
interpretations in force at the reporting date. New standards
coming into force during the period and future standards that come
into effect after the period-end have not had a material impact on
these financial statements.
The Company has carried out an assessment of accounting
standards, amendments and interpretations that have been issued by
the IASB and that are effective for the current reporting period.
The Company has determined that the transitional effects of the
standards do not have a material impact.
The financial statements are presented in sterling and all
values are rounded to the nearest thousand (GBP000), except where
stated.
Going Concern: The directors have carefully considered the issue
of going concern and are satisfied that the Company has sufficient
resources to meet its obligations as they fall due for a period of
at least twelve months from the date these half year statements
were approved. As at 30 June 2023 the Company held cash balances,
money market funds, listed investment funds and fixed term deposits
with a combined value of GBP43,630,000. Cash flow projections show
the Company has sufficient funds to meet both its contracted
expenditure and its discretionary cash outflows in the form of
share buy-backs and the dividend policy. In the year ended 31
December 2022 the Company's costs and discretionary expenditures
were:
GBP'000
Administrative expenses (before fair value movements related to credit risk and incentive
fee) 2,359
Share buybacks 1,572
Dividends (before DRIS) 5,444
------------------------------------------------------------------------------------------- --------
Total 9,375
------------------------------------------------------------------------------------------- --------
The directors therefore believe that it is appropriate to
continue to apply the going concern basis of accounting in
preparing these half year statements.
2 Income
Unaudited Unaudited
6 months 6 months
ended 30 ended 30
June June
2023 2022
GBP000 GBP000
Income from investments
- Interest on loans to unquoted companies 71 100
- Dividends from unquoted companies 153 114
------------------------------------------------------------------- ---------- ----------
Income from unquoted portfolio 224 214
Income from listed investment funds 29 -
------------------------------------------------------------------- ---------- ----------
Income from investments held at fair value through profit or loss 253 214
Interest on bank deposits/money market funds 467 61
------------------------------------------------------------------- ---------- ----------
720 275
------------------------------------------------------------------- ---------- ----------
3 Taxation
Unaudited 6 months ended Unaudited 6 months ended
30 June 2023 30 June 2022
Revenue Capital Total Revenue Capital Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Profit (loss) before taxation 149 104 253 (225) 1,388 1,163
-------------------------------------------------------- --------- --------- ------- --------- --------- -------
Profit (loss) before taxation multiplied by the
standard small company rate of corporation
tax in UK of 19.0% (2022: 19.0%) 28 20 48 (43) 264 221
Effect of:
UK dividends received (29) - (29) (22) - (22)
Non-taxable profits on investments - (387) (387) - (449) (449)
Deferred tax not recognised 1 367 368 65 185 250
-------------------------------------------------------- --------- --------- ------- --------- --------- -------
Tax charge - - - - - -
-------------------------------------------------------- --------- --------- ------- --------- --------- -------
The Company has no provided, or unprovided, deferred tax
liability in either period.
Deferred tax assets in respect of losses have not been
recognised as the directors do not currently believe that it is
probable that sufficient taxable profits will be available against
which the assets can be recovered.
Due to the Company's status as a venture capital trust, and the
continued intention to meet the conditions required to comply with
Chapter 3 Part 6 of the Income Tax Act 2007, the Company has not
provided deferred tax on any capital gains or losses arising on the
revaluation or realisation of investments.
4 Dividends
Amounts recognised as distributions to equity holders in the
period:
Unaudited 6 months ended Unaudited 6 months ended
30 June 2023 30 June 2022
Revenue Capital Total Revenue Capital Total
--------- -------- -------- --------- --------- -------
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------- -------- -------- --------- --------- -------
First interim dividend for the year ending 31 December
2023 of 2.25p (2022: 1.5p) per ordinary
share - 4,097 4,097 - 2,718 2,718
--------- -------- -------- --------- --------- -------
Second interim dividend for the year ended 31 December
2023 of 1.5p (2022 1.5p) per ordinary
share 301 3,130 3,431 - - -
--------- -------- -------- --------- --------- -------
301 7,227 7,528 - 2,718 2,718
--------- -------- -------- --------- --------- -------
Shares allotted under DRIS (1,454) (542)
--------- -------- -------- --------- --------- -------
Dividends paid in the Statement of Cash Flows 6,074 2,176
--------- -------- -------- --------- --------- -------
Audited year ended
31 December 2022
Revenue Capital Total
--------- -------- --------
GBP000 GBP000 GBP000
--------- -------- --------
First interim dividend for the year ending 31 December 2023 of 2.25p (2022: 1.5p) per
ordinary
share - 2,718 2,718
--------- -------- --------
Second interim dividend for the year ended 31 December 2023 of 1.5p (2022 1.5p) per
ordinary
share - 2,726 2,726
--------- -------- --------
- 5,444 5,444
------------------------------------------------------------------------------------------------- -------- --------
Shares allotted under DRIS (1,085)
-------- --------
Dividends paid in the Statement of Cash Flows 4,359
-------- --------
The first interim dividend of 2.25 pence per ordinary share was
paid on 11 January 2023 to shareholders on the register as at 18
November 2022.
The second interim dividend of 1.5 pence per ordinary share was
paid on 26 June 2023 to shareholders on the register as at 12 May
2023.
A third interim dividend of 1.5p per ordinary share amounting to
approximately GBP3.4 million is proposed. This dividend has not
been recognised in these half year financial statements as the
obligation did not exist at the balance sheet date.
5 Basic and Diluted Earnings per Ordinary Share
The basic and diluted earnings per ordinary share is based on
the profit after tax attributable to equity shareholders of
GBP253,000 (30 June 2022: GBP1,163,000) and 204,822,093 (30 June
2022: 180,486,872) ordinary shares being the weighted average
number of ordinary shares in issue during the period.
The basic and diluted revenue earnings per ordinary share is
based on the revenue profit attributable to equity shareholders of
GBP149,000 (30 June 2022: loss of GBP225,000) and 204,822,093 (30
June 2022: 180,486,872) ordinary shares being the weighted average
number of ordinary shares in issue during the period.
The basic and diluted capital earnings per ordinary share is
based on the capital profit attributable to equity shareholders of
GBP104,000 (30 June 2022: GBP1,388,000) and 204,822,093 (30 June
2022: 180,486,872) ordinary shares being the weighted average
number of ordinary shares in issue during the period.
During the period the Company allotted 46,357,328 new ordinary
shares from the fundraising, and 2,534,656 new ordinary shares in
respect of its DRIS.
The Company has also repurchased 875,911 of its own shares in
the period and these shares are held in the capital reserve. The
total of 19,542,723 treasury shares has been excluded in
calculating the weighted average number of ordinary shares during
the period.
The Company has no dilutive shares and consequently, basic and
diluted earnings per ordinary share are equivalent at 30 June 2023,
31 December 2022 and 30 June 2022.
6 Financial Assets at Fair Value through Profit or Loss
IFRS 13 and IFRS 7, in respect of financial instruments that are
measured in the balance sheet at fair value, require disclosure of
fair value measurements by level within the following fair value
measurement hierarchy:
> Level 1: quoted prices in active markets for identical
assets or liabilities. The fair value of financial instruments
traded in active markets is based on quoted market prices at the
balance sheet date. A market is defined as a market in which
transactions for the asset or liability take place with sufficient
frequency and volume to provide pricing information on an ongoing
basis. The quoted market price used for financial assets held by
the Company is the current bid price. These instruments are
included in Level 1 and comprise listed investment funds classified
as held at fair value through profit or loss.
> Level 2: the fair value of financial instruments that are
not traded in an active market is determined by using valuation
techniques. These valuation techniques maximise the use of
observable market data where it is available and rely as little as
possible on entity specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument
is included in Level 2. The Company held no such instruments in the
current or prior year.
> Level 3: the fair value of financial instruments that are
not traded in an active market (for example, investments in
unquoted companies) is determined by using valuation techniques
such as earnings or revenue multiples. If one or more of the
significant inputs is not based on observable market data, the
instrument is included in Level 3. The majority of the Company's
investments fall into this category.
Each investment is reviewed at least quarterly to ensure that it
has not ceased to meet the criteria of the level in which it was
included at the beginning of each accounting period. There have
been no transfers between these classifications in the period
(2022: none).
The change in fair value for the current and previous year is
recognised through profit or loss. All items held at fair value
through profit or loss were designated as such upon initial
recognition.
Valuation of Investments
Unquoted investments are valued in accordance with IFRS 13 "Fair
Value Measurement" and using the International Private Equity and
Venture Capital ("IPEVC") Valuation Guidelines ("the Guidelines")
issued in December 2022.
Initial measurement
The best estimate of the initial fair value of an unquoted
investment is the cost of the investment. Unless there are
indications that this is inappropriate, an unquoted investment will
be held at this value within the first three months of
investment.
Subsequent measurement
Based on the Guidelines we have identified six of the most
widely used valuation methodologies for unquoted investments. The
Guidelines advocate that the best valuation methodologies are those
that draw on external, objective market-based data in order to
derive a fair value.
Full details of the methods used by the Company were set out on
pages 66 and 67 of the financial statements for the year ended 31
December 2022, a copy of which can be found at
www.bscfunds.com.
The primary methods used for valuing non-quoted investments, and
the key assumptions relating to them are:
Unquoted Investments
> revenue multiple. An appropriate multiple, given the risk
profile and revenue growth prospects of the underlying company, is
applied to the revenue of the company. The multiple is adjusted to
reflect any risk associated with lack of marketability and to take
account of the differences between the investee company and the
benchmark company or companies used to derive the multiple.
> earnings multiple. An appropriate multiple, given the risk
profile and earnings growth prospects of the underlying company, is
applied to the maintainable earnings of the company. The multiple
is adjusted to reflect any risk associated with lack of
marketability and to take account of the differences between the
investee company and the benchmark company or companies used to
derive the multiple.
Movements in investments at fair value through profit or loss
during the six months to 30 June 2023 are summarised as
follows:
IFRS 13 measurement classification Level 3 Level 1 Total
Unquoted Listed Investments
Investments Investment GBP000
GBP000 Funds
GBP000
Opening cost 49,494 1,752 51,246
Opening valuation gain (loss) 31,891 (156) 31,735
-------------------------------------- ------------- ------------ -------------
Opening fair value at 1 January 2023 81,385 1,596 82,981
-------------------------------------- ------------- ------------ -------------
Additions at cost 7,402 415 7,817
Disposal proceeds (1,754) (159) (1,913)
Net loss on disposals (69) (4) (73)
Change in fair value 3,371 (102) 3,269
Foreign exchange loss (1,161) - (1,161)
-------------------------------------- ------------- ------------ -------------
Closing fair value at 30 June 2023 89,174 1,746 90,920
-------------------------------------- ------------- ------------ -------------
Closing cost 54,502 1,999 56,501
Closing valuation gain (loss) 34,672 (253) 34,419
-------------------------------------- ------------- ------------ -------------
Closing fair value at 30 June 2023 89,174 1,746 90,920
-------------------------------------- ------------- ------------ -------------
Level 3 valuations include assumptions based on non-observable
data, such as discounts applied either to reflect changes in the
fair value of financial assets held at the price of recent
investment, or to adjust revenue or earnings multiples.
IFRS13 requires disclosure, by class of financial instruments,
if the effect of changing one or more inputs to reasonably possible
alternative assumptions would result in a significant change to
fair value measurement. Each unquoted portfolio company has been
reviewed and both downside and upside alternative assumptions have
been identified and applied to the valuation of each of the
unquoted investments. Applying the downside alternative the value
of the unquoted investments would be GBP4,322,000 (4.8 per cent)
lower. Using the upside alternative the value would be increased by
GBP4,443,000 (5.0 per cent).
98 per cent of the Company's investments are in unquoted
companies held at fair value. The valuation methodology for these
investments includes the application of externally produced revenue
and earnings multiples. Therefore the value of the unquoted element
of the portfolio is also indirectly affected by price movements on
the listed market. Those using revenue and earnings multiple
methodologies include judgements regarding the level of discount
applied to that multiple. The effect of changing the level of
discounts applied to the multiples is considered above.
2 per cent of the Company's investments are investment funds
listed on the main market of the London Stock Exchange (including
FCA authorised and regulated UCITS funds). A 5 per cent increase in
stock prices as at 30 June 2023 would have increased the net assets
attributable to the Company's shareholders and the total profit by
GBP87,000. An equal change in the opposite direction would have
decreased the net assets attributable to the Company's shareholders
and the total profit by an equal amount.
There have been no individual fair value adjustments downwards
during the period that exceeded 5 per cent of the total assets of
the Company (31 December 2022: none).
The following disposals took place during the period.
Net Cost Opening Loss
proceeds GBP000 carrying over
from sale value as at opening
GBP000 1 January carrying
2023 value
GBP000 GBP000
Unquoted investments
Ncam Technologies Limited 1,106 1,675 1,175 (69)
Wakefield Acoustics (via Malvar Engineering Limited) 648 720 648 -
------------------------------------------------------ ----------- -------- ------------- ----------
Total from portfolio 1,754 2,395 1,823 (69)
Listed investment funds 159 167 163 (4)
------------------------------------------------------ ----------- -------- ------------- ----------
Total from investment portfolio 1,913 2,562 1,986 (73)
------------------------------------------------------ ----------- -------- ------------- ----------
The total from disposals in the table above is GBP1,913,000
whereas that shown in the Statement of Cash Flows is GBP1,715,000.
This is due to the timing differences between the recognition of
the deferred income arising on realisations and its receipt in
cash.
7 Provisions for Liabilities and Charges
Incentive fee
Under the terms of the Subscription Rights Agreement, the
Manager and Chord Capital are entitled to a performance-related
incentive fee if the cumulative dividends per ordinary share paid
or payable as at the last business day of December in any year,
plus the average of the middle market price per ordinary share of
the five dealing days prior to that day, exceeds a Hurdle. The
Hurdle for the year ending 31 December 2023 is 137.25 pence per
ordinary share. The value of the incentive fee is 20 per cent of
the excess to the Hurdle, multiplied by the number of ordinary
shares issued. At 30 June 2023 the total of cumulative cash
dividends paid and the mid-market price was 140.45 pence per
ordinary share. In accordance with the Company's accounting policy,
an accrual of GBP1,180,000 has been recognised based on the number
of shares in issue at 30 June 2023.
8 Basic and Diluted Net Asset Value per Ordinary Share
The basic and diluted net asset value per ordinary share is
calculated on attributable assets of GBP133,027,000 (30 June 2022
and 31 December 2022: GBP109,636,000 and GBP111,869,000
respectively) and 229,484,783 (30 June 2022 and 31 December 2022:
181,720,724 and 181,468,710 respectively) ordinary shares in issue
at 30 June 2023.
Treasury shares have been excluded in calculating the number of
ordinary shares in issue at 30 June 2023.
The Company has no potentially dilutive shares and consequently,
basic and diluted net asset values are equivalent at 30 June 2023,
31 December 2022 and 30 June 2022.
9 Total Return
Total Return per ordinary share is calculated on cumulative
dividends paid of 84.75 pence per ordinary share (30 June 2022:
79.5 pence per ordinary share and 31 December 2022: 81.0 pence per
ordinary share) plus the net asset value as calculated in note
8.
10 Post Balance Sheet Events
Subsequent to the period end the Company has invested a further
GBP0.2 million into Elucidat.
11 Directors
The directors of the Company are Peter Waller, Barbara Anderson
and Roger McDowell.
12 Interim Dividend for the year ending 31 December 2023
The directors are pleased to announce the payment of a third
interim dividend for the year ending 31 December 2023 of 1.5 pence
per ordinary share ("Interim Dividend").
The Interim Dividend will be paid on 3 November 2023 to those
shareholders on the Company's register at the close of business on
6 October 2023. The ex-dividend date will be 5 October 2023.
13 Dividend Re-investment Scheme ("DRIS")
The Company operates a DRIS. The latest date for receipt of DRIS
elections so as to participate in the DRIS in respect of the
Interim Dividend is the close of business on 20 October 2023.
14 Inside Information
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU No. 596/2014). Upon the
publication of this announcement via Regulatory Information Service
this inside information is now considered to be in the public
domain.
For further information, please contact:
David Hall YFM Private Equity Limited Tel: 0113 244 1000
Alex Collins Panmure Gordon (UK) Limited Tel: 0207 886 2767
, the news service of the London Stock Exchange. RNS is approved by
the Financial Conduct Authority to act as a Primary Information
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