TIDMTPON
RNS Number : 0123C
Triple Point VCT 2011 PLC
08 June 2023
8 June 2023
Triple Point VCT 2011 plc
(the "Company")
RESULTS FOR THE YEARED 28 FEBRUARY 2023
The financial information set out in these statements does not
constitute the Company's statutory accounts for the year ended 28
February 2023, prepared in accordance with section 435 of the
Companies Act 2006, but is derived from those accounts. Statutory
accounts will be delivered to the Registrar of Companies in due
course. The auditors have reported on these accounts and their
report was unqualified and did not contain a statement under
section 498(2) of the Companies Act 2006.
Results
Triple Point VCT 2011 plc managed by Triple Point Investment
Management LLP today announces the results for the year ended 28
February 2023.
These results were approved by the Board of Directors on 7 June
2023.
You may view the Annual Report in due course on the Triple Point
website www.triplepoint.co.uk . Please note that page numbers in
this announcement are in reference to the Annual Report.
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT
Triple Point Investment Management Tel: 020 7201 8989
LLP
(Investment Manager)
Ian McLennan
Belinda Thomas
The Company's LEI is 213800AOOAQA5XQDEA89
Further information on the Company can be found on its website
https://www.triplepoint.co.uk/current-vcts/triple-point-vct-2011-plc/s2539/
NOTES:
The Company is a Venture Capital Trust incorporated in July 2010
and was established to fund small and medium sized enterprises. The
Investment Manager is Triple Point Investment Management LLP.
Financial Summary
Year ended 28 February 2023
A Shares B Shares Venture Shares Total
Net assets GBP'000 94 69 43,654 43,817
Net asset value per share (NAV) Pence 1.00 1.00 102.17
---------- ---------- ---------
Profit/(Loss) before tax GBP'000 (275) 2,183 (3,273) (1,365)
Earnings/(Loss) per share Pence (2.83) 32.31 (8.47)
---------- ---------- ---------------- ---------
Cumulative return to Shareholders (p)
Net asset value per share 1.00 1.00 102.17
Total dividends paid/payable 115.92 99.00 9.00
Net asset value plus dividends paid/payable (Total Return) 116.92 100.00 111.17
--------------------------------------------------------------- ---------- ---------- ---------------- ---------
Year ended 28 February 2022
A Shares B Shares Venture Shares Total
Net assets GBP'000 1,291 3,903 30,031 35,225
Net asset value per share Pence 13.25p 57.69p 113.55p
---------- ---------- --------
Profit/(Loss) before tax GBP'000 (269) 5 5,240 4,976
Earnings/(Loss) per share Pence (2.71p) 0.31p 22.57p
---------- ---------- ---------------- --------
Cumulative return to Shareholders (p)
Net asset value per share 13.25p 57.69p 113.55p
Total dividends paid 106.50p 10.00p 6.00p
Net asset value plus dividends paid (Total Return) 119.75p 67.69p 119.55p
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Triple Point VCT 2011 plc ("the Company" or "TP11") is a Venture
Capital Trust ("VCT"). The Investment Manager is Triple Point
Investment Management LLP ("TPIM" or "Triple Point"). The Company
was incorporated in July 2010.
-- A Ordinary Shares ("A Shares"): On 30 April 2015 the A Share
Class offer closed having raised GBP10.3 million with a total of
9,951,133 A Shares being issued.
-- B Ordinary Shares ("B Shares"): On 29 April 2016 the B Share
Class offer closed having raised GBP6.97 million with a total of
6,824,266 B Shares being issued.
-- Venture Fund: On 29 July 2022 the fourth Venture Fund offer
closed having raised gross proceeds of GBP18.55 million with a
total of 16,477,301 additional Venture Shares being issued. Since
this offer closed, the Venture Fund has allotted further Shares,
with 51 ,270,715 in issue as at the date of this report.
The Strategic Report on pages 5 to 51, the Directors' Report on
pages 70 to 73, the Corporate Governance Report on pages 55 to 59
and the Directors' Remuneration Report on pages 64 to 69 have each
been drawn up in accordance with the requirements of English law
and liability in respect thereof is also governed by English law.
In particular, the responsibility of the Directors for these
reports is owed solely to Triple Point VCT 2011 plc.
The Directors submit to the members their Annual Report and
Financial Statements for the Company for the year ended 28 February
2023 ("Annual Report").
Key Highlights
As at 28 February 2023
-- Dividend per Venture Share paid during the year ended 28
February 2023: 3.00p (Year ended 28 Feb 2022: 3.00p)
-- Net Asset Value per Venture Share: 102.17p (Year ended 28 Feb 2022: 113.55p)
-- Total Return per Venture Shar: 111.17p (Year ended 28 Feb 2022: 119.55p)
-- Ongoing Charges Ratio: 3:21%. The ongoing charges ratio is a
ratio of annualised ongoing charges expressed as a percentage of
average net asset values throughout the year.(2022: 2.94%)
-- Realisation Proceeds: GBP9.6m. Realisations of investments
and loan repayments generated total proceeds for the Company.
(2022: GBP3.96m).
-- Fundraising: GBP18.3 million (Year ended 28 Feb 2022: GBP11.6 million)
Strategic Report -
Chair's Statement
I am writing to present the Financial Statements for the Company
for the year ended 28 February 2023.
At the Company's general meeting held on 9 February 2023 and the
A and B Share Class Meetings held on 1 March 2023, the wind down
and cancellation of the A and B Share Classes was approved by
Shareholders. Court proceedings to wind down the A and B Share
Classes commenced on 8 March 2023, and the cancellations were
effective on 30 March 2023, and subsequently removed from the
Official List of the Financial Conduct Authority (" FCA") and from
trading on the London Stock Exchange ("LSE") with effect from 13
April 2023. All funds, including nominal capital, have now been
returned to the A and B Share Class Shareholders.
The Company's focus going forward is the Venture Share Class
("the Venture Fund") where our portfolio has continued to grow and
diversify, with 13 new qualifying investments this year and
participation in five follow-on funding rounds with existing
portfolio companies. The Venture portfolio also had its first cash
exit early during the year under review; further detail on that
sale can be found below and in the Investment Manager's Review on
pages 26 to 35.
The Venture total return NAV (NAV per Share plus cash dividends
paid to Shareholders) has declined by 7.0% since the end of
February 2022 and by 2.5% since August 2022. The decline reflects
the tougher macroeconomic and venture funding market environments,
leading to (i) a general fall in software company valuation
multiples over the period, and (ii) the reduction in the frequency
of new equity funding rounds by venture capital backed companies,
including for TP11's Venture portfolio. As a consequence the fair
market values of our investments has in some cases declined or
remained static even where the company itself has been making good
progress. Despite this year's reduction in NAV, we remain confident
in the underlying growth of our portfolio and in our core theme of
investing in technological innovation in the business sector. The
Investment Manager's Review on pages 26 to 35 gives a more detailed
update on the portfolio of 43 investments, in 41 venture capital
backed startups, and 2 small income generating businesses .
As at 28 February 2023 the Venture Fund's assets were 63.7%
invested in a portfolio of VCT Qualifying and non-qualifying
unquoted investments. This proportion has since decreased after
distributing the final dividend and capital return to the A and B
Share Class Shareholders after the year end. The overall ratio
includes money raised over the last three years, which is excluded
from the formal test to determine VCT Qualifying investments as a
percentage of VCT total assets. At 28 February 2023, 87.7% of the
Company's assets included in that formal test were represented by
VCT Qualifying investments.
Board Changes
As announced today, Chad Murrin will not be standing for
re-election at the Company's 2023 Annual General Meeting. On behalf
of the Board, I wish Chad well and would like to thank him for his
valuable and significant contribution to the Company over the years
that he has served on the Board.
The Board has undertaken a succession and recruitment process
and we are pleased to welcome Jamie Brooke as Independent
Non-executive Director of the Company effective 8 June 2023. All
Directors, including Jamie, will stand for re-election at the
Company's AGM. Jamie read mathematics at Oxford University, and
qualified as an Accountant with Deloitte. Jamie has gained over 25
years investment experience throughout his career. He previously
worked at 3i and Quester in the venture and leveraged buyout
divisions, and was formerly lead fund manager for the Hanover
Catalyst Fund. Prior to which he was at Lombard Odier where as a
fund manager he specialised in strategic UK small cap equity
investing, having moved with the Volantis team from Henderson
Global, and before that, Gartmore. Jamie has held directorships on
over 20 boards, and is currently on the Board of Kelso Group
Holdings plc, Flowtech Fluidpower plc and Chair of the Audit
Committee of Chapel Down Group plc, listed on the Aquis Stock
Exchange, and Oryx International Growth Fund.
Update on A Share Class and B Share Class Investment
Realisations
On 10 October 2022, the Company successfully completed the sale
of its investments in Green Peak Generation Limited for total
consideration of GBP2,274,000 and Distributed Generators Limited
for total consideration of GBP3,260,000, both within the B Share
Class as part of a wider portfolio sale of gas-fired energy
generation companies. This concluded the B Share Class exit
process. The final distribution of proceeds was made to the B Share
Class Holders on 10 March 2023. The repayment of the 1 pence
nominal value of B Shares was made to B Share Class holders on 21
April 2023.
On 3 November 2022, the Company transferred its investment in
Green Highland Shenval Limited ("Shenval"), a hydroelectric power
company, from the A Share Fund to the Venture Share Fund at a value
that reflected its most recent audited value and other commercial
factors arising subsequent to that valuation. This concluded the A
Share Class exit process and provided the Venture Share Fund with
an income-generating VCT-qualifying investment. The final
distribution of proceeds was made to the A Share Class Holders on
10 March 2023. The repayment of the 1 pence nominal value of A
Shares was made to A Share Class holders on 21 April 2023.
Venture Fund
This was the fourth year for our Venture Fund. Following the
significant NAV gain achieved by the portfolio in the previous
year, this year proved more challenging, partly as a result of some
of the concerns that we had flagged in last year's report, such as
the growing impact that sharply rising government bond yields were
having on listed tech sector valuations.
At the start of the period in review, the focus of macro
concerns had moved from the impact of Covid-19 related lockdowns to
the potential consequences of the Russia-Ukraine invasion for risk
appetite as well as energy prices and inflation at a time when
interest rates were already beginning to rise. Whilst the direct
impact on the tech sector and our portfolio of power price
increases was limited, as expected the indirect effect of the
economic situation on skilled wage inflation was a concern in 2022
for rapidly growing start-ups. In addition, tightening monetary
policy led to higher bond yields which in turn led to lower
valuation multiples for stock market listed tech and growth
companies as some of the heady optimism of the 2021 tech boom was
deflated. That resulted in reduced Venture Capital investment
activity and a tighter funding market for start-ups.
The Investment Manager worked with a number of portfolio
companies during the year, where appropriate, to adjust business
and funding plans accordingly. The venture capital market remained
active, albeit at lower than previous levels and with greater
caution exhibited by investors. Opportunities continue to abound
for seed stage investments and the existing portfolio remains well
positioned for future growth.
Portfolio sectors that performed well overall, despite that
backdrop, included Health-tech, logistics and innovations around
human resources management, areas where both end demand and venture
capital investor interest remained robust. One sector within the
portfolio that did not perform so well during the year was Fintech,
where, after perhaps excessive enthusiasm by investors and
entrepreneurs between 2019 and 2021, funding became markedly more
difficult to come by for companies that were demonstrating anything
less than top tier revenue growth rates. Meanwhile, the handful of
later stage portfolio holdings - so-called Series B or Series C
stage companies - were more impacted by the fall in listed software
company valuations, regardless of their fundamental operating
performance. On a more positive note, t he Venture Fund completed
its first cash exit early in the period, as Credit Kudos Limited
("Credit Kudos"), itself a Fintech company, was sold for an over 5x
return multiple just two years after our investment had been
made.
The fourth Venture Fund offer for subscription closed on 29 July
2022 having raised GBP18.55 million, the largest raise achieved to
date for the Fund. The fifth offer for subscription opened in
September 2022. Over the financial year to 28 February 2023 new
funds raised for the Venture Fund were up by 58.0% from the prior
year. The current fund raise is progressing well with a total of
GBP5.9 million raised in March and GBP3 million raised in April.
However, a comparison of new subscriptions during the same period
in 2022 reveals an overall slowing in VCT investments when compared
to the record levels seen in the 2021-22 tax year. Nevertheless, we
believe the recent fund raising puts the Company in a strong
financial position (see Liquidity below).
The Venture Fund's aim is to continue building a portfolio of
qualifying Investments in early-stage companies capable of
generating significant long-term capital growth with a focus on the
business-to-business technology sector whilst enabling investors to
take advantage of the substantial tax reliefs available to
investors in VCTs, including 30% income tax relief on amounts
invested.
In line with the Venture Share Class's key objectives, I am
pleased to announce that a further dividend of 2 pence per Share
will be paid on 4 September 2023 , and the Board expect that a
further dividend will be paid later in the financial year.
A snapshot of the new companies the Venture Fund has invested
into during the year is set out below.
Portfolio Company Investment Description
Amount
GBP'000
Konfir Ltd 500 Verification platform that enables instant employment
history and prior income checks.
------------ -----------------------------------------------------------
Konstructly 300 Workforce management and hiring platform that
connects tradesmen and construction companies.
------------ -----------------------------------------------------------
Visibly Tech 300 Platform designed for field service engineers
Ltd and their employers to evaluate and improve engineering
skills.
------------ -----------------------------------------------------------
Crowd Data Systems 500 Provider of a cloud-based treasury management
Ltd software solution built for medium and large enterprise.
------------ -----------------------------------------------------------
Trumpet Software 120 Sales tool which enables organisations to easily
Ltd create online sales microsites or "Pods" personalised
to each customer.
------------ -----------------------------------------------------------
Artickl Ltd 400 Making data more accessible by allowing anyone
to query their databases in plain English using
GPT-3.
------------ -----------------------------------------------------------
National MRI 800 Infrastructure layer to connect the global health
Scan Ltd diagnostic imaging market.
------------ -----------------------------------------------------------
OutThink Ltd 1000 Cybersecurity human risk management platform,
developed specifically to identify and measure
human risk and affect behaviour change.
------------ -----------------------------------------------------------
PetsApp Ltd 1000 Client communication and digital payments solution
for veterinary clinics, enabling them to better
engage with pet owners.
------------ -----------------------------------------------------------
Ramp Software 309 Provides business to consumer ("B2C") companies
Ltd with plug and play automated user and revenue
forecasting.
------------ -----------------------------------------------------------
Biorelate Ltd 1000 Provider of a deep tech software platform which
analyses and curates big data from an array of
published biomedical literature for use by Pharma
and Biotech companies in the drug discovery process.
------------ -----------------------------------------------------------
Airly Inc 987 Provides pollution monitoring devices to governments
and businesses via a distributed network of devices
that sends pollution data to its clients in real
time for monitoring.
------------ -----------------------------------------------------------
AeroCloud Systems 1500 Provider of an operations management SaaS solution
Ltd for airports worldwide.
------------ -----------------------------------------------------------
Liquidity
The Company has sufficient liquidity, predominantly from the
Venture Fund raise, with cash and cash equivalents totalling
GBP18.2 million (42% of net asset value) at 28 February 2023. This
means that the Company will be able to react quickly to new
investment opportunities for the Venture Fund as they arise,
particularly as subsequent funds raised exceed the final payments
to A and B Shareholders.
Share Buy-Backs
We continue to maintain our aim, subject to distributable
reserves and liquidity, of being willing to buy back the Company's
Shares in the market at a price of 5% discount to NAV.
During the year ended 28 February 2023 a total of nil A Shares,
nil B Shares and 209,706 Venture Shares were repurchased by the
Company for cancellation at a price of a 5% discount to NAV. The
average price paid for the buy-back of Shares were as follows:
Date Number of Shares Share Class Average Price per
Share
18 August 2022 17,665 Venture 104.2 pence
------------------ ------------- -------------------
18 November 2022 192,041 Venture 99.74 pence
------------------ ------------- -------------------
These transactions represent 0.49% of the opening issued Share
capital of the Company.
VCT Qualifying Status
The Company has maintained its approved venture capital trust
status with HM Revenue & Customs. The Company's compliance with
the VCT-qualifying conditions is closely monitored by the Board,
who receive regular reports from the Investment Manager and a
report annually from our VCT tax compliance advisers, Philip Hare
& Associates LLP.
VCT Legislation and Regulation
Following continuous dialogue with HMRC the VCT industry
benefits from greater clarification around the operation of the new
VCT rules introduced in 2015. As a result, the majority of
investments are now made on the basis of self-assuring their
qualifying status, subject to the receipt of professional advice
from our Tax Advisers.
We will continue to work closely with the Investment Manager to
ensure the Company remains compliant with the scheme rules.
Post Year End Update
Following the year-end, the Company has allotted a further
8,550469 Shares into the Venture Fund. Shares were issued on 20
March, 4 April, 5 April and 24 April 2023 ; these further
allotments raised additional net proceeds of GBP9 million for the
Company. The offer will remain open until 28 July 2023 , unless
fully subscribed at an earlier date.
The Venture Share Class has seen the completion of three
additional investments post year-end. The first was a GBP1.5million
convertible loan note ("CLN") investment into Modo Energy Ltd,
which has software serving businesses that are at the forefront of
the energy transition, the second was a GBP500k follow-on
investment into National MRI Scan Ltd and the third was a GBP182k
investment in Virtual Science AI Ltd. The latter two companies both
operate in the Health-tech sector.
Following the period end, interim dividends were paid to the A
Shareholders and B Shareholders in respect of asset sales from
their portfolios and a final return of capital of 1 pence per Share
for the A and B Share Class was paid to Shareholders on 21 April
2023 following the wind down and cancellation of the A and B Share
Class. This concludes the return of capital to the A and B Share
Class Shareholders.
Outlook
The Board will continue to consider dividends for Venture
Shareholders, subject to realised profits, legislative requirements
and liquidity. I am delighted to announce that a further dividend
of 2 pence per Share will be paid on 4 September 2023 to Venture
Shareholders , and the Board expect that a further dividend will be
paid later in the financial year.
As I noted above, macroeconomic factors and notably higher
interest rates have had some indirect effect on the portfolio. As
those higher interest rates take effect more broadly, there are a
number of forecasters who still expect a recession in the coming
months in both the UK and the USA, despite economies having been
more resilient than expected 6-to-9 months ago. We expect the
majority of our portfolio companies to be able to thrive in such an
environment, where cost-effective software solutions are likely
still to be to the fore and where the wage costs for the skilled
labour that our companies require may ease. The Investment Manager
continues to monitor portfolio developments carefully, particularly
with regard to investee liquidity, given the current uncertainties
(see Investment Manager's Review on pages 26 to 35).
We believe that the Company's existing portfolio remains well
positioned for future growth and that the recent fundraise leaves
the Venture Share class in a strong position to support not only
the best of our existing portfolio, but also new opportunities as
they arise. As we noted above, the Company has completed
investments into a number of promising new portfolio businesses of
late and the Investment Manager reports that their investment
origination work continues to uncover compelling founders and
innovations.
In a positive development for the long-term future of the
Company, the Chancellor's Autumn Statement of 2022 confirmed the
Government's intention for EIS and VCT tax relief to continue
beyond 2025 (when the current EIS/VCT "Sunset Clause" is due to
expire).
At the Company's Annual General Meeting to be held on 19 July
2023, a resolution will be put to Shareholders proposing to change
the Company's name to Triple Point Venture VCT Plc .
If you have any questions about your investment, please do not
hesitate to contact the Investment Manager, Triple Point, on 020
7201 8990. I would like to take this opportunity to thank
Shareholders and the Investment Manager for their continued support
and I look forward to welcoming further Shareholders during the
months ahead.
Jane Owen
Chair
7 June 2023
Company Strategy and Business Model
The Strategic Report has been prepared in accordance with the
requirements of Section 414c of the Companies Act 2006. Its purpose
is to inform the members of the Company and help them to assess how
the Directors have performed their duty to promote the success of
the Company in accordance with Section 172 of the Companies Act
2006.
The Directors assess the Company's success in meeting its
objectives in relation to returns, stability, VCT qualification and
realised exits.
Investment Policy
Investment Objectives
The Company's Investment Policy is directed towards new
investments in businesses which either: (i) have the potential for
high growth, or (ii) are cashflow generative businesses with a
high-quality customer base. All investments must provide the
potential for a strong, positive, risk-adjusted return to
investors. All investments will be made with the intention of
growing and developing the revenues and profitability of the target
businesses.
The Company focuses on providing funding to unquoted companies
at an early stage in their lifecycle to help them grow and scale.
The Venture Fund will typically make initial investments of between
GBP50,000 and GBP2 million and may make further follow-on
investments into existing portfolio companies. The intention is to
build a portfolio of predominantly unquoted companies with
significant growth potential across a diversified range of
sectors.
The Company will not vary these objectives to any material
extent without the approval of the Shareholders.
Target Asset Allocation
The Company aims to invest most of its capital fully in
VCT-Qualifying Investments. The long-term investment profile of the
Company is expected to be:
-- at least 80% in VCT-Qualifying Investments, with a focus on
unquoted companies with high growth
potential for the Venture Fund; and
-- a maximum of 20% in permitted Non-Qualifying Investments,
cash or cash-based similar liquid investments.
Qualifying Investments
Investment decisions made must adhere to HMRC's VCT
qualification rules. In considering a prospective investment in a
company, particular regard is given to:
-- the track record, expertise and ability of the management
team with clear commercial and financial objectives;
-- a significant, often global, total addressable market for the product or service;
-- the ability of the company to create and sustain a competitive advantage;
-- the quality of the company's assets, in particular where
appropriate, the ownership and effective use of proprietary
technology and/or an innovative product;
-- the high likelihood of a transformational corporate contract
and established market fit and then the opportunity to develop
regular, repeated income from new clients, leading to growth and
long-term profitability;
-- a high level of access to regular financial and other
information during the holding period;
-- an attractive valuation at the time of the investment;
-- the long-term prospect of being sold or listed in the future
at a significant multiple of the initial investment value; and
-- No more than 10% of the NAV of the Company will be invested in companies which are not revenue-generating (at the point of investment) or where there is no expectation of revenues being generated in the near future.
As the value of investments increase, Triple Point will monitor
opportunities for the Company to realise capital gains to enable
the Company to make tax-free distributions to Shareholders.
Non-Qualifying Investments
The Non-Qualifying Investments will be managed with the
intention of generating a positive return. The Non-Qualifying
Investments will comprise from time to time a variety of assets
including (a) short-term deposits of money, Shares or units in
alternative investment funds (which have the meaning given by
regulation 3 of the Alternative Investment Fund Managers
Regulations 2013) or in undertakings for the collective investment
in transferable securities (which have the meaning given by Section
363A(4) of the Taxation (International and Other Provisions) Act
2010), which may be repurchased, redeemed, or paid out on no more
than seven days' notice; and (b) ordinary Shares or securities in a
company which are acquired on a regulated market (defined in
Section S274(4) ITA 2007).
Borrowing Powers
Any borrowing by the Company for the purposes of making
investments will be in accordance with the Company's articles of
association. To the extent that borrowing is required, the
Directors will restrict the borrowings of the Company and exercise
all voting and other rights or powers of control over its
subsidiary undertakings (if any) to ensure that the aggregate
amount of money borrowed by the Company, being the Company and any
subsidiary undertakings for the time being (excluding intra-Company
borrowings), will not, without Shareholder approval, exceed 30% of
its NAV at the time of any borrowing.
Risk Diversification
The Company aims to invest in a number of different businesses
within a variety of industry sectors but may focus investments in a
single sector where appropriate to do so. No single investment by
the Company will represent more than 15% of the aggregate NAV of
the Company at the time the investment is made.
Valuation Policy
All unquoted investments are valued in accordance with
International Private Equity & Venture Capital (IPEV) or
similar guidelines. A brief summary of the IPEV guidelines as it
applies to TP11's investments is as follows:
-- investments should be reported at fair value where this can
be reliably determined by the Board on the recommendation of the
Investment Manager;
-- in estimating fair value for an investment, the valuation
methodology applied should be the most appropriate for a particular
investment. Such methodologies, including the price of the recent
investment, earnings multiples, net assets, discounted cash flows
or earnings and industry valuation benchmarks, should be applied
consistently. The price of recent transactions should not be
assumed and should be calibrated against a scorecard or other
appropriate measures;
-- where the valuation is based on the price of a recent
investment this may be adjusted to reflect subsequent business
performance and variations from expectations at the time of
investment.
Co-Investment Policy
The Company may invest alongside other funds or entities managed
or advised by the Investment Manager which would help the Company
to broaden its range of investments or the scale of opportunities
more than if it were investing on its own.
It is possible that conflicts may arise in these circumstances
between different funds or between the Company and the Investment
Manager. The Investment Manager maintains robust conflict of
interest procedures to manage potential conflicts and issues are
resolved at the discretion of the independent board of the
Company.
Dividend Policy
The Company will distribute by way of dividend, where there are
sufficient applicable reserves, such amount as ensures that it
retains not more than 15% of its income from Shares and securities.
The Directors aim to maximise tax-free distributions to
Shareholders of income or realised gains. It is envisaged that the
Company will distribute most of its net income each year by way of
dividend, subject to liquidity.
The Company intends to distribute regular dividends of up to 5
pence per Share per annum. The Company's ability to pay dividends
is subject to the existence of realised profits, legislative
requirements, and the available cash reserves.
Share Buy-Back Policy
TP11 aims, but is not committed, to offer liquidity to
Shareholders through on-going buy-backs, subject to the
availability of distributable reserves, at a target price of a 5%
discount to net asset value.
Share Realisation Policy
After an anticipated holding period of between five and seven
years, which may include follow-on investments into investee
companies as appropriate, Triple Point intends to identify
opportunities to exit investments.
Exits will typically be realised through trade sales to
businesses, acquisitions by private equity funds, or selling
shareholdings to later stage venture and growth capital funds
during the course of further investee company fundraising activity.
Sales during the course of further investee company fundraising
activity may include investee companies buying back Shares at a
price reflecting the valuation at that stage. The proceeds of any
realisation will be used to identify further investment
opportunities and to pay dividends to investors.
Key Performance Indicators ("KPIs")
As a VCT, the Company's objectives are to provide Shareholders
with up front tax relief, an attractive income and returns through
capital appreciation and the payment of dividends. The Company aims
to meet these criteria by investing its funds in line with the
Company's investment policy, more detail of which can be found on
pages 14
to 15.
The Board expects the Investment Manager to deliver a
performance which meets the objectives of providing investors with
an attractive income and capital return. The Board has identified
four primary KPIs, which are Net Asset Value per share, total
return, earnings per Share and ongoing charges ratio, that it uses
in its own assessment of the Company's performance, set out
below.
These are intended to provide Shareholders with sufficient
information to assess how the Company has performed against its
objectives in the year to 28 February 2023, and over the longer
term, through the application of its investment and other principal
policies.
Total Return
NAV plus dividends paid is a measure of Shareholder value that
includes the current NAV plus cumulative dividends paid to
Shareholders to date. The charts show how the Total Return of the
Venture Share Class has developed since launch. Total Return is
deemed an alternative performance measure.
Decrease in Net Asset Value "NAV"
The NAV per Venture Share has decreased from 113.55 pence per
Share at 28 February 2022 to 102.17 pence per Share at 28 February
2023. During the period a 3.0 pence per Share dividend was paid to
Venture Shareholders on 5 September 2022. After making an
adjustment for dividends paid during the year the Ventures Share's
total return has decreased by 7.0%.
The decrease in NAV is attributable to a reduction in the
overall value of portfolio holdings from provisions being made and
in one case a loss being realised. These elements outweighed the
uplifts in valuations for other portfolio companies during the
review period which was one of reduced activity in venture capital
markets.
As discussed further in the Investment Manager's Review, (see
pages 26 to 35) valuation provisions made in some cases simply
reflected a fall in the valuation multiples considered fair for
portfolio companies and in other cases reflected signs of
commercial underperformance at some businesses
The final returns for the A and B share classes were 116.92p and
100.00p respectively.
Total Dividends Paid/Payable
A Shares B Shares Venture Shares
Total Dividends Paid/Payable
(pence) 115.92 99.00 9.00
From the inception of the Share Classes up until 28 February
2023, the A Share Class had disbursed dividends amounting to 106.50
pence, whereas the B Share Class and the Venture Fund had disbursed
dividends of 20.00 pence and 9.00 pence, respectively. Following
the year end the Company paid final dividends of 9.42p and 79.00p
and the final return of capital of 1 pence per Share to the A and B
Shareholders and these Shares have now been cancelled.
Earnings per share
The A Share Class returned a loss per share of 2.83p due to the
hydro asset disposal prior to exit, whereas the B Share Class
reported a profit of 32.31p per share as a result of the successful
disposal of the gas peaking assets.
The Venture Share Class made a loss of 8.47p per share due to
more challenging market conditions.
Ongoing charges ratio
The ongoing charges ratio is a ratio of annualised ongoing
charges expressed as a percentage of the average net asset value
throughout the period. The annual running costs of the Company are
capped at 3.5% of the Company's NAV, above which, the Investment
Manager will bear any excess costs.
The ongoing charges of the Company for the financial year under
review represented 3. 21% (2022: 2.94%) of the average net assets.
As the B share class reached a total return of 100p, a portion of
the previously waived management fees became chargeable to the
investment manager during the financial year. This is excluded from
the ongoing charges ratio for this year as it relates to prior
periods.
Compliance with VCT legislation
By making an investment in a Venture Capital Trust, Shareholders
become eligible for several tax benefits under VCT tax legislation.
This is, however, contingent on the Company complying with VCT tax
legislation. The Board can confirm that throughout the year ended
28 February 2023, the Company continued to meet these tests.
To achieve compliance, the Company must meet a number of tests
set by HMRC. A summary of these steps is set out on page 72 under
"VCT Regulation".
Tax Benefits
The Company's objective is to provide Shareholders with an
attractive income and capital return by investing its funds in a
broad spread of unlisted UK companies which meet the relevant
criteria for investment by Venture Capital Trusts.
Investing in a VCT brings the benefit of tax-free dividends, as
well as up-front income tax relief. The Company continues to meet
the VCT qualification requirements which are continuously monitored
by the Investment Manager and reviewed by the Directors.
Investment classification by asset value and sector value are
shown on the following pages:
Investment Portfolio
** Please note that the percentage of qualifying investments in
the above graphs are not representative of the Company as a whole.
U nder current VCT regulations the Company has three years before
undeployed cash counts towards the qualifying status of the
Company. Undeployed cash is therefore not taken into account in
determining the Current Qualifying status percentage of the
Company, which at the year-end was above 80%.
Investments by Sector
VCT Regulation
VCTs were first introduced in the Finance Act 1995 to provide a
means for private individuals to invest in unquoted companies in
the UK. The Finance Act 2004 introduced changes to VCT legislation
designed to make VCTs more attractive to investors. The current tax
benefits available to eligible investors in VCTs include:
-- up-front income tax relief of 30% on a maximum investment of
GBP200,000 per tax year on newly issued Shares;
-- exemption from income tax on dividends received; and
-- exemption from capital gains tax on disposals of Shares in VCTs.
Since the Finance Act 2004, the VCT rules have subsequently been
amended under the Finance Act 2014 and The Finance (No 2) Act 2015.
The Investment Manager, utilising advice from Philip Hare &
Associates LLP, ensures continued compliance with any legislative
changes. The Company will continue to ensure its compliance with
the qualification requirements.
The Company has been approved as a VCT by Her Majesty's Revenue
and Customs. To maintain this approval, the Company must comply
with certain requirements on a continuing basis. The current limits
require that within three years from the effective date of
provisional approval or later allotment at least 80% of the
Company's investments must comprise qualifying holdings. In all
cases 70% of these investments must be in eligible Ordinary Shares
and this investment criterion continues to be met.
FCA Regulation
On 22 July 2014 Triple Point VCT 2011 plc registered with the
Financial Conduct Authority as a small Alternative Investment Fund
Manager ("AIFM") under the AIFM Directive.
Principal Risks and Uncertainties and Emerging Risks
The Directors seek to mitigate the Company's principal risks by
regularly reviewing performance and monitoring progress and
compliance. In the mitigation and management of these risks, the
Directors carry out a robust assessment of the Company's emerging
and principal risks, including those that would threaten its
business model, future performance, solvency or liquidity and
reputation.
The main areas of risk identified by them, along with the risks
to which the Company is exposed through its operational and
investing activities, are detailed below. The Board maintains a
comprehensive risk register which sets out the risks affecting both
the Company and the investee companies in which it is invested. The
risk register is updated at least twice a year and reviewed by the
Audit Committee to ensure that procedures are in place to identify
principal risks and to mitigate and minimise the impact of those
risks should they crystallise.
The risk register also identifies emerging risks to determine
whether any actions are required. This enables the Board to carry
out a robust assessment of the risks facing the Company, including
those risks that would threaten its business model, future
performance, solvency or liquidity. As it is not possible to
eliminate risks completely, the purpose of the Company's risk
management policies and procedures is to identify and manage risks,
reducing possible adverse impacts.
Details of the Company's internal controls are contained in the
Corporate Governance section on pages 55 to 79 and further
information on exposure to risks including those associated with
financial instruments is given in note 17 of the financial
statements.
VCT Qualifying Status Risk The Company is always required to
observe the conditions laid down in the Income Tax Act 2007 for the
maintenance of approved VCT status. The loss of such approval could
lead to the Company losing its exemption from corporation tax on
capital gains, to investors being liable to pay income tax on
dividends received from the Company and, in certain circumstances,
to investors being required to repay the initial income tax relief
on their investment.
Mitigation: The Investment Manager keeps the Company's
VCT-qualifying status under continual review and reports to the
Board at Board Meetings. Philip Hare & Associates LLP undertake
an independent annual review on the VCT status. Any new Venture
investments are reviewed by legal advisers, and their opinion
sought on whether the investment meets the criteria to be a
qualifying investment.
Investment Risk The Company's VCT-qualifying investments will be
held in small and medium-sized unquoted investments which, by their
nature, entail a higher level of risk and lower liquidity than
investments in large, quoted companies, impacting both returns and
timings
Mitigation: The Directors and Investment Manager aim to limit
the risk attached to the portfolio by careful selection and timely
realisation of investments, by carrying out due diligence
procedures appropriate to the size of each investment and by
maintaining a spread of holdings in terms of industry. The Board
reviews the investment portfolio with the Investment Manager on a
regular basis. Where possible, a member of the Investment Manager
team either holds a seat on the board of the portfolio companies or
has the right to act as a Board Observer. This enables the
Investment Manager to observe developments at the portfolio company
and offer assistance when and where this may be required. The
Venture Fund aims to mitigate some of the risks typically
associated with venture capital investing by proactively working
with businesses with the potential for high growth that are
typically actively solving problems for established corporates,
increasing their chances of success, as set out in further detail
on pages 26 to 35 .
Financial Risk As a VCT, the Company is exposed to market price
risk, interest rate risk, credit risk, foreign currency risk and
liquidity risk, ass most of the Company's investments will involve
a medium to long-term commitment and will be relatively illiquid,
the Directors consider that it is inappropriate to finance the
Company's activities through borrowing, other than for short-term
liquidity.
Mitigation: The key elements of financial risk are discussed in
more detail in note 17. At the reporting date, the Company had no
borrowings and substantial cash on the balance sheet.
Failure of Internal Controls Risk Controls designed to ensure
that the Company's assets are safeguarded and that proper
accounting records are maintained.
Mitigation: The Board regularly reviews the system of internal
controls, both financial and non-financial, operated by the
Company.
Emerging Risks
Climate Change and related legislation
Triple Point as Investment Manager is committed to sound
management of climate risk and opportunity, to ensure the long-term
protection of asset value through reduction of exposure to the risk
and also to contribute to essential carbon reduction requirements.
The Investment Manager is in the process of setting Net Zero
targets across its entire portfolio, which will cover the Company's
assets. The intention is to follow the most up to date guidance
from the Science Based Targets Initiative ("SBTi"), which at the
time of publication will result in a short-term emissions reduction
target up to 2030. Additional longer-term targets will be set
following the release of the relevant guidance, or prior if
perceived possible.
If a change in Government renewable energy policy were applied
retrospectively to current operating projects this could adversely
impact the market price for Shenval or the value of the green
benefits earned from generating renewable energy. Further,
performance of the remaining Shenval assets may be adversely
affected by lower or more concentrated rainfall in Scotland.
Nevertheless, Shenval continues to perform in line with
expectations, and performance will continue to be monitored
closely.
Climate Change or related legislation is considered unlikely to
have a major near-term impact on the Venture Share Class, as the
vast majority of the portfolio is made up of a diversified range of
software-based businesses. Each prospective new company holding is
considered with regard to how it may be impacted by climate change
and how this could in turn affect future growth.
Russia-Ukraine invasion
The Russia-Ukraine invasion in February 2022 has resulted in
wider macroeconomic consequences and uncertainty which the Company
is monitoring closely to evaluate the impact on both the Company
and the investee companies. Inflation, rising interest rates, slow
growth and a possible recession could impact investee companies'
performance and valuation metrics, ability to raise new funds (and
the valuation of such raises), and ability to grow e.g. due to the
cost of specialist staff, staff turnover and supply chain impacts,
as well as the availability of sufficient new capital to meet
objectives.
Economic Conditions
A further deterioration in macroeconomic conditions, such as a
severe recession or stagnant inflation ("stagflation"), could have
both a direct and indirect impact on existing portfolio companies,
particularly in the event that investor risk appetite declines, as
this would make it harder to secure new venture funds or other
capital, which is often necessary for their continued long-term
operations. In addition to macroeconomic risk, any sustained
deterioration of trust, liquidity or capital in the banking sector
could have a material impact on existing portfolio companies given
their reliance on existing cash reserves to fund regular outgoings.
The Investment Manager continues to closely monitor the cash
position of portfolio companies.
Going Concern
The Company's business activities, together with the factors
likely to affect its future development, performance and position,
are set out in the Investment Manager's Review. The Company faces a
number of risks and uncertainties, as set out above.
The Company's going concern position is also discussed in note 2
to the financial statements. The Directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the next five years. Accordingly, they
continue to adopt the going concern basis in preparing the
financial statements.
The Financial Risk Management objectives and policies of the
Company, including exposure to price risk, interest rate risk,
credit risk and liquidity risk are discussed in note 17 to the
nancial statements.
The Company continues to meet day-to-day liquidity needs through
its cash resources and income from its investment portfolio and
cash and cash equivalents. The Company's revenue comes
predominantly from interest earned on its cash and liquid resources
and from the Venture Share Class investments in Shenval and Modern
Power Generation ("MPG"), a small lending business. The Company
also continues to raise funds into the Venture Share Class, and at
the reporting date the Company had cash of GBP18.2 million (2022:
GBP6.2 million) and net current assets of GBP11.8 million (2022:
GBP5.24 million). A further GBP9 million has been raised since the
reporting date, which exceeds the GBP6.4 million combined final
payments to A and B shareholders. This cash is more than sufficient
to enable the Company to continue as a going concern for the
foreseeable future.
The major cash out ows of the Company continue to be the payment
of dividends to Shareholders, costs relating to the funding of
investments and management fees due to the Investment Manager.
Dividends and new investments are discretionary and, in a time of
stress the Investment Manager may allow the Company to defer
payment of management fees.
The Directors have reviewed cash flow projections which show the
Company has sufficient financial resources to meet its obligations
for at least 12 months from the date of this report. Accordingly,
the Directors continue to adopt the going concern basis in
preparing the nancial statements.
Viability Statement
The AIC's Code of Corporate Governance requires the Board to
assess the Company's viability over an appropriate period longer
than 12 months required by the Going Concern provision.
The Board conducted this review for a period of five years,
which was considered to be an appropriate time horizon as investors
in VCTs are required to hold their investment for a period of five
years in order to benefit from the associated tax reliefs, and a
longer period would be less meaningful.
In order to assess this requirement, the Board regularly
considers the Company's strategy and considers the Company's
current position. The Board has carried out a robust assessment of
the principal and emerging risks, including those that would
threaten the Company's business model, future performance, solvency
or liquidity and reputation. Consideration has also been given to
the Company's reliance on, and close working relationship with, the
Investment Manager. This has enabled the Directors to state that
they have a reasonable expectation that the Company will be able to
continue in operation and meet its liabilities as they fall due
over the period of their assessment.
More information on the principal risks of the Company is set
out on pages 20 to 22.
The Board has considered both the Company's long-term and
short-term cash flow projections and considers these to be
realistic and reasonable.
To provide this assessment the Board has considered the
Company's financial position and ability to meet its expenses as
they fall due as well as considering longer-term viability. Factors
taken into account include:
-- the expenses of the Company are predictable and modest in
comparison with the assets and there are no capital commitments
foreseen which would alter that position;
-- the Company has no employees, only Non-Executive Directors,
and consequently does not have redundancy or other employment
related liabilities or responsibilities;
-- most of the Company's investments will involve a medium to
long-term commitment and will be relatively illiquid but the Board
reduces the risk as a whole by careful selection and timely
realisation of investments;
-- the Directors will continue to monitor closely changes in the
VCT legislation and adapt to any changes to ensure the Company
maintains approval. The Directors have appointed an independent
adviser to undertake the VCT status monitoring role; and
-- the Directors have considered the ongoing and future effects
such as the Russia- Ukraine invasion- on the Company and its
longer-term viability. More detail on this is included in the
Principal Risks and Uncertainties section on pages 20 to 22.
Based on the results of this review, the Directors have a
reasonable expectation that the Company will be able to continue
its operations and meet its expenses and liabilities as they fall
due over the period of their assessment.
Section 172(1) Statement
The following disclosure describes how the Directors have had
regard to the matters set out in Section 172(1)(a) to (f) when
performing their duty under Section 172 and forms the directors'
statement required under Section 414CZA of the Act.
This section describes how the Board engages with its key
stakeholders, and how it considers their interests when making its
decisions. Further, it demonstrates how the Board takes into
consideration the longterm impact of its decisions, and its desire
to maintain a reputation for high standards of business
conduct.
Stakeholder Engagement
This section describes how the Board engages with its key
stakeholders, how it considers their interests and the outcome of
the engagement when making its decisions, the likely consequences
of any decision in the long-term, and further ensures that it
maintains a reputation for high standards of business conduct.
Stakeholder Importance Board Engagement
Shareholders Continued Shareholder The Board is committed to maintaining
support is critical open channels of communication with Shareholders.
to the sustainability
of the Company and Formal updates are provided to Shareholders
the delivery of its on a quarterly basis or as part of the
strategy. Annual or Interim Reports, and the Board
and the Investment Manager will also
respond to any written queries made by
Shareholders during the course of the
year. The Chair provides feedback to
the Board and is responsible for providing
a clear understanding of the views of
Shareholders to the Board. The Board
recognises the importance of providing
strong financial returns to Shareholders
and the eligible tax benefits under VCT
tax legislation and takes this into consideration
when making investments into and from
investee companies, approving offers
for subscription and declaring dividends.
The Board continues to engage with Shareholders
through its Annual and Interim Reports,
RNS communications, and encourages Shareholders
to attend AGMs where possible.
The Board further engaged with Shareholders
to understand their views on particular
items that impact the Company's strategy.
During the period, class meetings were
held to seek approval from the A and
B Share Class holders for the wind down
and cancellation of the Company's A and
B Share classes. This was approved and
the cancellation of the Share Classes
was effective on 30 March 2023
------------------------------- ----------------------------------------------------
Investment The Investment Manager's The Board has delegated the authority
Manager performance is critical for the day-to-day running of the Company
to the Company to to the Investment Manager. The Board
enable it to successfully then engages with the Investment Manager
deliver its investment in reviewing, setting, approving and
strategy and meet overseeing the execution of the Investment
its long-term investment Policy and strategy of the Company.
objectives of capital
growth and tax-free The Investment Manager attends both Board
dividends. and other committee meetings to update
the Board on the performance of the Company
and its portfolio. At each quarterly
Board meeting, a review of financial
and operating performance of the Company
and its investments is undertaken, including
a review of legal and regulatory compliance.
The Board also reviews other areas including
the Company's strategy; key risks; corporate
responsibility; compliance and legal
matters.
------------------------------- ----------------------------------------------------
Investee The Company via its We maintain regular contact with Venture
companies Investment Manager portfolio companies, and where appropriate,
has important relationships sit on the Board of the portfolio companies,
with individuals responsible and receive regular performance reports.
for the maintenance
and performance of
its investee companies.
------------------------------- ----------------------------------------------------
External To function as a VCT The Company has a number of service providers
Service with a premium listing which include the Investment Manager
Providers on the London Stock and Company Secretary, Registrar, Legal
Exchange, the Company Advisers, VCT Compliance Adviser and
relies on external the Auditor.
service providers
for support in meeting The Board has regular contact with the
all relevant obligations. two main service providers, the Investment
Manager and the Company Secretary , through
These service providers quarterly Board meetings and more regular
are fundamental to discussions with the Board.
ensuring that the
Company meets the
high standards of
conduct that the Board
sets.
------------------------------- ----------------------------------------------------
Community The Directors recognise The Board encourages the responsible
that the long-term investment ethos of the Investment Manager.
success of the Company The Board is cognisant of the impact
is linked to the success of the Company's operations and of the
of the communities companies in which it invests and believes
in which the Company, that its investment activities have many
and its investee companies, positive benefits beyond the returns
operate. delivered for Shareholders.
------------------------------- ----------------------------------------------------
Regulators The Company can only The Company engages an external adviser
operate with the approval to report on its compliance with the
of its regulators. VCT rules.
------------------------------- ----------------------------------------------------
Principal Decisions
Below are the principal decisions made or approved by the
Directors during the year. In taking these decisions, the Directors
considered their duties under Section 172 of the Act. Principal
decisions have been defined as those that have a material impact to
the Company and its key stakeholders, as defined above.
Gas Fired Energy Asset Sale and subsequent cancellation of Share
Classes
During the year, the Company successfully completed the sale of
its investments in Green Peak Generation Limited for total
consideration of GBP2,274,000 and Distributed Generators Limited
for total consideration of GBP3,260,000 both within the B Share
Class as part of a wider portfolio sale of gas-fired energy
generation companies. This concluded the B Share Class exit
project. Following the sale, the A and B Share Classes have been
wound down and cancelled, as approved by Shareholders at a General
Meeting held on 9 February 2023 and Class Meetings held on 1 March
2023. The cancellation of the Share Classes was effective on 30
March 2023.
Dividends and return of nominal capital to A and B Share Class
Shareholders
During the year, the Company distributed a dividend of 10.00
pence per share to the B Share Class holders and a dividend of 3.00
pence per share to the Venture Share Class holders. Following the
Gas Fired Energy Asset Sale, B Share Class holders received a
dividend of 79 pence per share, while A Share Class holders
received a dividend of 9.42 pence per share on 10 March 2023.
Investments
During the year, the Company made 13 new qualifying Venture Fund
investments and five follow-on investments into existing portfolio
companies. The Directors considered that each investment could
generate significant long-term capital growth for Shareholders,
whilst enabling investors to take advantage of the substantial tax
reliefs available to investors in VCTs. When approving the proposed
acquisitions, the Board considered the exit potential and valuation
of the investee companies in addition to considering whether there
were any particular societal impacts from each investment.
Strategic Report
Investment Manager's Review
Sector Analysis
The unquoted investment portfolio can be analysed as
follows:
Other-(SaaS) Total Unquoted
Industry Sector EdTech Fintech Middleware Health HR Logistics Cybersecurity Other-(Non-SaaS) Investments
--------------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- ------------ --------- --------- ------------- ----------------- -------------- -------------------- ----------------------
Investments at 28 February 2023
Venture Class 1,074 7,593 3,953 6,579 2,688 2,288 1,650 5,283 871 31,979
--------------
Unquoted
investment 3% 24% 12% 21% 8% 7% 5% 17% 3% 100.00%
--------------
We have pleasure in presenting our annual review for the year
ended 28 February 2023.
Regarding the older Share Classes we have, as described below,
successfully concluded the wind down and cancellation of the A and
B Share Classes.
The year under review was the fourth for the Venture Share
Class. Despite the macroeconomic impact of the Russia-Ukraine
invasion, Triple Point's Venture team continued to make good
progress in deploying the Fund's liquidity during the year; the
team completed 13 new qualifying investments plus 5 follow-on
investments into a diverse range of sectors spanning Cyber
Security, Digital Health, Airport operations, Logistics and
HR-Tech. The Venture portfolio also saw its first cash exit during
the year under review and its first failure. As at the end of
February 2023, the portfolio consists of 43 qualifying
companies.
The net cash distributed to Shareholders for the year was
GBP1.66m. The Company allotted an additional GBP12.6 million under
the latest Venture Fund offer for subscription, meaning that the
Company and the Venture Fund remain well capitalised to take
advantage of new and follow-on investment opportunities.
Venture Fund
Strategy
The Fund looks to maximise Shareholder returns by investing in
innovative early-stage businesses, typically at the point where
they have achieved some market validation, with one or more
contracts secured with a corporate customer. The core investment
focus for the Fund has thus been Seed and Series A stage, investing
in business-to-business software companies. This typically involves
companies that have established that there is demand for the core
product with their initial customer base and that are raising funds
to drive product and sales development that will take revenues to
the next level.
Net asset value and the funding environment
The Fund's NAV per Share declined to 102.17 pence from 113.55 at
the end of last year representing a 10% reduction. The total return
for the Venture Fund (NAV and dividends paid to date) is 111.17
pence per Share taking into account the 9 pence per Share of
dividends that have been paid to date. Last September's 3 pence per
Share dividend payment was the third dividend for the Share Class ,
fulfilling intentions set out in our investor communications.
The decline in NAV per share, especially when compared to last
year's increase, other than the 3 pence per Share dividend paid
during the year, reflects the tougher macro and funding market
environment; specifically, software company valuation multiples
declined globally as a result of the crash in tech stock valuations
in the US during the period. While this principally affected listed
stocks, larger private tech companies also felt the brunt in terms
of valuations at which they were able to raise subsequent rounds of
funding. Whilst earlier stage tech companies of the type in which
the Venture Fund invests did not suffer a fall in value of the same
size, there was some impact on the portfolio, notably on the
(relatively few) later stage holdings, such as Degreed and Quit
Genius, where their valuations were reduced. At the same time, the
yardstick for success sought after by Venture Capital investors
(VCs) changed from growth for growth's sake to more emphasis on
capital efficiency, clear visibility on when companies might reach
breakeven and preservation of cash. Within the Venture Fund's own
mainly Seed/Series A venture landscape, VCs have become more
selective about the companies that they will back; for example,
investors are more cautious about companies that have not met their
revenue growth targets and about those with high rates of cash
burn.
Given the more challenging fundraise environment, venture backed
businesses, including many of those in our portfolio, have taken
action to reduce cash burn in order to extend runway and defer
fund-raising needs. This year we have also seen a trend towards
more fundraises being carried out via convertible loan notes (CLNs)
and similar arrangements which, by providing loans, defer a new
price being set for a company's equity issuance. One result of the
reduced volume of investment activity, the softening of valuations
and the rise of CLNs is that there has also been a reduction in the
upward momentum in valuations, even for companies that are
growing.
IPEV Guidelines and Valuations
IPEV guidelines require us to price investments at "fair value".
Ryde (a logistics business providing software and other resources
for fleet and workforce management) is one example of a portfolio
company that saw significant growth in revenues during the year in
review but where we believed that the fair valuation approach was
to continue to hold the investment at the Fund's original cost.
Ryde recently won a contract from a FTSE 250 company which had
already resulted in a significant increase in revenues towards the
end of the period. However, the comparable revenue multiple
valuations for such logistics businesses came down over the year,
such that the increase in revenues broadly offset the decline in
applicable valuation multiples. Fair value was also the basis for
our first and to date only up-valuation of a portfolio company
without valuation confirmation from the company having a new,
priced fund raise. Knok Healthcare, the company in question,
delivered revenue growth of 3.1x over the year following the
Company's investment.
Silver linings
While the funding environment described above was more difficult
for the portfolio NAV in the year under review, the fact that
start-up valuations are now lower than they were in the heady days
of 2021 is in our view a positive for the Fund's future
investments, the pricing of which may offer larger potential for
gain. A silver lining to the weaker macro environment is that tech
layoffs have resulted in our portfolio companies finding it easier
to hire senior talent as well as being the catalyst for a flurry of
new businesses (and investment opportunities for the Company) as
qualified engineers and product people from large tech companies
have been nudged into entrepreneurialism. We should also note that
VCTs have, over the years, proven to be adaptable and responsive to
economic shocks.
Portfolio Support
We have continued to actively support the Fund's portfolio
companies wherever we can, by participating in Board meetings, by
helping them share best practice through regular events and by
making relevant introductions where necessary, be it through
suppliers, potential customers or via investor introductions for
further fundraising rounds.
Deal Origination and Deployment
Triple Point's Venture team continues to actively originate new
deal flow through a mixture of outbound origination and through
leveraging the team's network in the early-stage tech investing
sector. Active outbound origination specifically has allowed us to
continue to uncover compelling founders and innovations. In the
period under review, the team successfully completed 13 investments
in addition to five follow-on investments. The latter included a
Series A investment round for Veremark (a fully automated global
background check platform ) and CLN investments into Vyne
Technologies (a full-stack account-to-account e- payment solution)
and Ryde . In the case of Veremark, this was the company's second
up-round since the Venture Fund originally invested, this time at a
2.6x multiple of the initial Share price. This period also saw the
exit for cash of open-banking credit referencing specialist Credit
Kudos for a return multiple of over 5x in just two years after the
investment was made.
New investments in the period under review include an operating
system for small airports (Aerocloud), an engagement and
communications platform for veterinary surgeons (PetsApp) and an
air pollution monitoring company for local councils and businesses
(Airly).
Examples of sectors in which we are taking an active interest
are Payment Orchestration ( integrating and managing the end-to-end
payment process, including authorising payments, routing
transactions, and handling settlements) which helps companies
reduce transaction costs as well as be more agile and scale more
rapidly ; Healthcare Analytics (the process of analysing current
and historical industry data to predict trends, improve outreach );
and energy related software (e.g. around the evolution of the grid
to continue coping with more renewable and stored power).
Portfolio
With the Venture Fund having made 44 venture investments since
launch , this year saw the first portfolio write-off. The company,
Anorak, was sold in a distressed sale process to a larger German
insure-tech company and there were no proceeds for the Venture
Fund. The company lost a key B2B customer and then chose to pivot
to a direct-to-consumer model which proved too capital-intensive to
be sustainable. We view the failure of some investments as an
inevitable part of venture investing, which is why we always look
for the Fund's new investments to have the potential to make
significant multiple returns on initial investment cost.
The most active sub-sectors for deployment during the period
were Health-tech where GBP1.8 million was deployed, HRTech (GBP1.7
million) and Fintech (GBP800k). While at the end of the year the
largest sub-sectors in terms of portfolio value were again Fintech
and Health-tech, two sectors where the ventures team has particular
experience. Fintech saw less aggressive growth when compared to
previous years.
In the year under review the Fund has made more Series A stage
investments than in previous years. This year saw five Series A
investments, four Seed stage investments and four pre-seed
investments. It is important to note here that different investors
attribute different nomenclature to different rounds, and seed
stage for one investor might be Series A for another. Our focus
continues to be on those companies that have proven product-market
fit and are looking to raise between GBP1million and GBP5million to
take them to the next level. We very much continue to see ourselves
as a seed stage investor and promote ourselves as such.
Many of the businesses in which the Fund invests involve the use
of cutting-edge technology, and would be classified as
"knowledge-intensive" by HMRC rules - very much the types of
innovative UK businesses that the government wishes to see backed
by VCT capital, and which allows investors to benefit from
substantial tax reliefs. Such investing comes with risks to
capital, some of which we aim to mitigate by focusing investment on
businesses that are actively solving significant problems for
commercial customers.
Biorelate
What does the company do?
Manchester-based Biorelate has developed an IP-rich deep tech
software platform which combines natural language processing (NLP),
machine learning and human labelling and checking to analyse and
curate big data from an array of published biomedical literature
for use by Pharma and Biotech companies to speed up the drug
discovery process.
Problem being solved
Modern drug development faces an increasingly costly data
problem. With scientific articles output doubling every nine years
and c100m articles already in existence, manual review of relevant
literature leaves most of the information in the dark and hard to
access for drug discovery. Traditional search engines are not
specified to accurately identify biomedical concepts and the
relationships between them. Accurate manual curation of journal
references to biomedical concepts and relationships between them
does take place at large scale but it is costly and slow. Efficient
drug discovery processes therefore require a software solution that
can increase speed and find novel insights.
Company solution
A suite of disruptive knowledge curation products underpinned by
Biorelate's AI powered proprietary data and insights software
Galactic AI. This combines proprietary concept labelling with a
Deep Learning NLP platform which automatically curates
cause-and-effect data regarding chemicals genes, proteins, cells,
phenotypes and diseases. The platform regularly processes millions
of text articles to reveal such connections. Completely novel
insights and causal links not foreseen by experts can be
illuminated and then investigated.
Visibly
What does the company do?
Visibly has developed a platform designed for field service
engineers and their employers to evaluate and improve engineering
skills. Through the Visibly platform, weekly quality checks are
assigned to employees, which are completed to confirm training and
compliance with standards.
Problem being solved
Businesses face a shortage of skilled field engineers to
facilitate major infrastructure transitions (such as the move to
fibre, 5G and the transition to net zero). The resulting need to
reskill and train new engineers has increased the need for adequate
supervision, to ensure compliance and quality standards are adhered
to. However, supervision is currently carried out physically, which
is expensive, slow and difficult to scale with current labour
shortages. Failure to adhere to industry standards results in
reputational harm and can cause financial damage.
Company solution
Through the Visibly platform, weekly quality checks are assigned
to employees, which are completed to confirm training and
compliance with standards. Using Visibly's app, field engineers
simply record themselves completing the assigned tasks and submit
the recordings for review. Reviews are then randomly allocated to
another employee with every tenth "challenge to review" being
re-reviewed to ensure quality. Through the Visibly dashboard
businesses gain real time insights into the capabilities of their
workforce, helping to inform resource allocation and remedy
weaknesses pre-emptively. The platform also features a community
function, which will act as a forum for field engineers to share
best practices, ask for advice or gain social validation for their
professional competency. For the average field engineer, who works
for four or five different businesses at any one time, gaining this
track record can be particularly attractive to improve future
employability opportunities.
Offer for subscription
The Venture Fund Share Class is still a relatively new member of
the VCT sector. While fundraising has benefited from the Fund's
differentiating Seed-stage focussed B2B investment strategy
discussed above, the VCT fundraising environment was slightly less
buoyant towards the end of the 2022-23 tax year.
The fourth Venture Fund offer for subscription closed on 29 July
2022 having raised GBP18.55 million and the fifth offer for
subscription opened in September 2022 and remains open to new
investors. This new offer had a promising start with 3.4 million
Venture Shares allotted under the fifth offer for subscription to
December 2022, raising GBP3.6 million. Following the February 2023
year end, the Company allotted an additional 8.5 million Venture
Shares raising GBP9 million, this takes the total number of Venture
Shares in issue to 51,270,715. In light of this the VCT Board
triggered the over-allotment facility on 14 March 2023, raising the
amount that can be raised under the offer for subscription to GBP15
million, allowing the Fund to meet on-going demand towards the end
of the tax year.
This offer has to date resulted in funds being raised in excess
of GBP12.6 million and 11,915,252 new Shares allotted. For all
investments in the 2023/24 tax year, the Offer will remain open
until 28 July 2023, unless fully subscribed at an earlier date. The
Board has the discretion to extend the open offer to 20 September
2023 if required.
ESG
Both the Board and the Investment Manager believe Environmental,
Social and Governance ("ESG") considerations are important, and
they are taken into account through the investment process within
the Venture Fund. Whilst early-stage companies do not have the
scale or resources to adopt the full scale of ESG initiatives open
to large corporates, we always consider the processes and policies
they have in place to ensure that they are proportionate to their
size and activities. Please see the section on Responsible
Investing on pages 36 to 38 for further information.
Sunset Clause
The 2015 Finance (No.2) Act contains a sunset clause, which
states that eligibility for VCT and Enterprise Investment Scheme
(EIS) tax relief will only apply to shares that are issued before 6
April 2025 unless the legislation is amended to make the scheme
permanent or the "sunset clause" is extended. We are happy to
report that t he Chancellor's Autumn Statement of 2022 confirmed
the Government's intention for EIS and VCT tax relief to continue
beyond 2025 (when the current EIS/VCT "Sunset Clause" is due to
expire).
Outlook
The economic and investment environment has been buffeted by a
series of challenges in recent years with concerns over sharply
higher interest rates and potential recession following the impact
of the Russia-Ukraine invasion and the Covid-19 lockdowns in 2020
and 2021. Throughout this we have continued to see entrepreneurial
activity and innovation thrive, even in the tougher start-up
funding environment of 2022 and early 2023, as evidenced by the
number of investment opportunities that we continue to find, review
and action for the Venture Fund.
The majority of economic forecasters now foresee a recession in
the UK and US at some point in 2023 as an eventual result of the
significant interest rate rises seen in the last year or more. We
know from history that we should not rely totally on such
forecasts, indeed in late 2022 and early 2023 both those economies
proved more resilient than most forecasters had expected. We
proceed to make new investments but with caution and by sticking to
what we know which is (a) finding and backing software start-ups
that we believe have the potential ultimately to generate returns
of at least 10x our investment cost and have founders that we
expect to be able to navigate challenging circumstances, while (b)
bearing in mind that there has been a true sea-change in the
interest rate environment which, by raising the cost of capital and
somewhat reducing investor risk appetite, has made venture
fundraising more challenging for some start-ups in 2023 and will do
so perhaps into 2024.
There are also positives. First, reduced valuations in some
areas mean that we expect to see opportunities to invest in great
business ideas at sensible valuations in the year ahead. Second,
one of the concerns for start-ups that we have been talking about
for a while - scarcity and cost inflation for skilled labour in
areas such as software development and digital marketing and sales
- is gradually easing as economies slow. Recruiting great talent is
still somewhat difficult, but the situation is improving for
employers, not least because of the significant and somewhat
indiscriminate job cuts announced by some of the larger, listed
technology companies that now have pressure from their Shareholders
to focus on profit. Some of our portfolio companies have been
taking advantage of this to hire top quality people.
As ever, we are of the view that times of change and macro
uncertainty tend to be good rather than bad for the rate and
significance of innovation. While the corporate sector that
constitutes the customer base for most of our portfolio companies
is more cost-focused, we continue to see that larger businesses are
willing to increase spend on technology and specifically
productivity-enhancing software solutions. The media has
increasingly picked up on advances in easily accessible Artificial
Intelligence ("AI") software products such as GPT and Google's
equivalent, Bard. A number of our traditional software companies
are already planning to make use of new advances in AI in order to
provide enhanced service options to their customers and thereby
grow revenues.
In the year to February 2023, the bulk of Venture deployment was
into new investments, partly because many of the existing portfolio
companies acted to stretch out their cash runway and postpone
fundraising. We expect follow-on investments to make up a greater
proportion of our deployment in the coming year.
Ian McLennan
Partner
For Triple Point Investment Management LLP
7 June 2023
Responsible Investing
Investment Manager commitment to responsible investment
Triple Point is founded on the principle of people, purpose and
profit. The manager strives to identify and unlock investment
opportunities that have purpose, so we can help people and planet
while generating profit for investors.
Triple Point has committed to the following frameworks to
demonstrate commitment to responsible investment:
-- Triple Point is a certified B Corp with a score of 97.6.
Certified B Corporations are businesses that meet the highest
standards of verified social and environmental performance, public
transparency, and legal accountability to balance profit and
purpose.
-- Triple Point is a signatory to the Principles for Responsible
Investment ("PRI"). This commitment was made in 2019 and requires
Triple Point to uphold and demonstrate progress on the six
principles which seek best practice in investor ESG integration and
contribution to a more sustainable global financial system. Triple
Point seeks to promote these principles throughout its business,
and they are reflected in its Sustainable Business Objectives
document. These principles ensure all investment processes have
sound and appropriate integration of ESG practice and are overseen
by the Sustainability Team who report to the Triple Point
Sustainability Group. This means investment teams are aware of, and
can make informed investments decisions about, key ESG risks and
opportunities.
-- Triple Point is a signatory of The Net Zero Asset Managers
Initiative ("NZAM"). This is an international group of asset
managers committed to supporting the goal of net zero greenhouse
gas emissions. As stated earlier in the report, Triple Point is
currently in the process of preparing Group targets which align
with Science Based Targets.
Triple Point's overall commitment to sustainable business and
approach to ESG within all investment strategies is captured in the
Sustainable Business Objectives document, which is overseen by the
Triple Point Sustainability Group. This Group comprises senior
partners and managers from across Triple Point, who meet monthly.
The Group is chaired by Triple Point's co-Managing Partner Ben
Beaton. Also reporting to this Group are the Sustainable Investment
Subgroup which comprises senior investment team members from across
Triple Point and is chaired by Triple Point's Head of
Sustainability. This subgroup shares best practice and learning in
sustainability and ESG integration from across the business, acting
as source of sustainability insight, collaboration and review which
stretches across the entire business.
In the view of the Sustainability Group, successful ESG
integration means:
-- allocated resource at a strategy level to integrate, monitor and report on ESG issues;
-- integrating ESG considerations throughout investment processes;
-- ensuring decision-making captures ESG risks and
opportunities, learning from decisions and reporting to continually
enhance ESG integration;
-- pro-actively engaging with investors to understand their ESG requirements; and
-- challenging systemic issues which slow uptake of ESG
practices by asking questions, offering alternative solutions, or
engaging at a policy level.
ESG Integration Approach for the Company
Overall business conduct (such as alignment with best practice
like the UK Bribery Act and UK Modern Slavery Act) is assessed for
all companies in the portfolio at the point of investment, with
continuing oversight from the Investment Manager which ranges from
Board Directors or Observers to quarterly or periodic business
updates.
ESG Integration by the Investment Manager
The Investment Manager has also implemented ESG Integration
processes specifically associated to the needs of understanding ESG
risk and opportunity for small, seed-stage companies.
We place proportionate expectations on the Company, across a
range of environmental, social and governance factors according to
the sector, size, stage of growth, and future growth and
development trajectory of the company.
It is the Investment Manager's belief that retrofitting a
sustainable business mindset and model can be time consuming and
challenging further down the line. We invest for growth and so we
take a considered judgement that these issues could come to bear
during ownership or at exit, if they are not considered at the
point of investment.
To ensure the effective and consistent application of this
approach, the Investment Manager operates an ESG Integration Policy
which details how ESG considerations are taken into account
throughout the investment process, from the point of origination to
exit. This policy is reviewed annually, and approaches the
challenge through two themes:
1. Management (Culture, Capacity & Governance) - this refers
to the allocation of appropriate resourcing, training and senior
support for ESG integration. It demonstrates that Triple Point's
actions have integrity and are aligned with the strategic position
of the Company and oversight from senior management. Examples of
which include:
a. training across our investment team on ESG;
b. training for our Investment Committee on ESG; and
c. providing greater transparency on our approach to ESG.
2. Investment (Process & Reporting) - this refers to action
taken in the investment process to assess and improve ESG factors
affecting the target asset, how these might affect an investment
decision and how we capture decisions and changes to ESG factors
during our asset ownership. Examples include:
a. formal reviews by the team of ESG trends and topics at a
micro, macro and sector level to feed into the origination
process;
b. ESG due diligence process with results included at Investment Committee; and
c. sharing areas of weakness, with constructive guidance on how
to progress so Company awareness on a range of ESG issues develops
with ownership.
The strategy also explicitly states the Investment Manager will
not invest in adult content, gambling (excluding charitable
lotteries funding good causes or raising funds), animal testing,
arms trade and tobacco.
Details of the investment team's assessment of ESG for each deal
must be captured within investment committee papers.
We are committed to evaluating the success of our approach. Our
investment teams report to our Sustainability Group through an
annual review process to ensure adherence to the process and to
share detail on where we believe we have influenced better or
faster progress towards greater sustainability. This ESG
integration review, along with on-going guidance to each investment
team, is provided by Triple Point's dedicated Sustainability
Team.
The aim of the Company is to invest in smaller UK businesses to
help them grow, with the primary objective of delivering strong
financial returns. However, the Company and the Investment Manager
are increasingly mindful of the impact, that the activities and
those of the businesses in which they invest have not just on the
environment, but also on their employees, communities, and society
at large.
The Company believes that its investment activities have many
positive benefits beyond the returns it delivers for Shareholders.
In the case of the Venture fund investments, these businesses help
create new employment, develop and implement new technologies and
products, and improve productivity, all of which contribute to the
UK economy and benefit those employed in those businesses and their
supply chains. The Investment Manager also recognises that
businesses can have negative impacts or contribute to wider
systemic issues which can create negative impact. The ESG
integration approach seeks to minimise risk to investments through
exposure to themes and activities which may impact the future
growth of a business, minimise negative impacts by seeking to avoid
businesses with poor business behaviours and maximise the potential
to support businesses which make positive contributions.
Alignment to Sustainable Development Goals ("SDGs")
During the year we invested in a number of businesses with
sustainability alignment (as shown by alignment to the SDGs),
including:
SDG 3 - good health and wellbeing: Biorelate - a pharma and
biotech research curation platform creating efficiency in drug
discovery; Airly - an air quality monitoring App designed to help
Governments and businesses monitor and reduce harmful air emissions
and protect public health;
SDG 8 - decent work and economic growth: Visibly - software
providing programmes that engage employees to better adapt to
cultural and strategic changes (such as hybrid or remote working)
and drive better business performance; Konfir and Veremark -
software systems that speed up and secure employment processes for
the employer (empowering growth, while reducing risk) and employee
(increasing access to work); Expression Insurance - providing
specialist insurance to independent businesses such as coffee shops
and cafes.
SDG 16 - peace, justice and strong institutions: Outthink - a
provider of innovative cybersecurity training and awareness
targeting human behaviours to prevent breaches by understanding
people
Investment Portfolio Summary
Qualifying holdings
Investment Portfolio 28 February 2023 28 February 2022
---------------------------------------- ----------------------------------------
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying
holdings 27,725 59.73 31,498 62.74 23,274 75.09 28,169 77.76
Non-Qualifying holdings 471 1.01 481 0.96 1,476 4.76 1,813 5.00
Financial assets at
fair value through
profit or loss 28,196 60.74 31,979 63.70 24,750 79.85 29,982 82.76
Cash and cash equivalents 18,222 39.26 18,222 36.30 6,246 20.15 6,247 17.24
46,418 100.00 50,201 100.00 30,996 100.00 36,229 100.00
========= ======== ========= ======== ========= ======== ========= ========
Qualifying Holdings
Unquoted
Venture Investments
Vyne Technologies Ltd 1,752 3.77 3,233 6.44 1,127 3.64 3,725 10.28
Ably Real Time Ltd 1,312 2.83 3,153 6.28 1,312 4.23 3,153 8.70
Digital Therapeutics
Inc (t/a Quit Genius) 1,245 2.68 2,565 5.11 1,245 4.02 2,755 7.60
Ryders 1,988 4.28 1,988 3.96 1,000 3.23 1,000 2.76
Veremark 910 1.96 1,529 3.05 450 1.45 471 1.30
AeroCloud 1,500 3.23 1,500 2.99
Semble (previously
Heydoc Ltd) 760 1.64 1,374 2.74 760 2.45 1,374 3.79
Counting Ltd (t/a Counting
Up) 920 1.98 1,044 2.08 920 2.97 835 2.30
Scan.com 800 1.72 1,000 1.99 - - - -
OutThink 1,000 2.15 1,000 1.99 - - - -
PetsApp 1,000 2.15 1,000 1.99 - - - -
Biorelate 1,000 2.15 1,000 1.99 - - - -
Airly 987 2.13 999 1.99 - - - -
Pixie 915 1.97 915 1.82 915 2.95 915 2.53
Tickitto 1,000 2.15 800 1.59 1,000 3.23 1,000 2.76
Knok Healthcare 513 1.11 640 1.27 513 1.65 513 1.42
Adfenix AB 799 1.72 638 1.27 799 2.58 673 1.86
SonicJobs 450 0.97 638 1.27 450 1.45 450 1.24
Konfir 500 1.08 519 1.02 - - - -
Crowd Data 500 1.08 500 1.00 - - - -
MWS Technology Ltd 150 0.32 441 0.88 150 0.48 353 0.97
Nook 343 0.74 438 0.87 250 0.81 250 0.69
Degreed Inc. 300 0.65 432 0.86 300 0.97 533 1.47
Exate 500 1.08 400 0.80 500 1.61 400 1.10
Rhubarb 400 0.86 400 0.80 - - - -
Stepex 499 1.08 399 0.79 499 1.61 499 1.38
Ramp 308 0.66 308 0.61 - - - -
Localz 750 1.62 300 0.60 750 2.42 750 2.07
Konstructly 300 0.65 300 0.60 - - - -
Visibly Tech 300 0.65 300 0.60 - - - -
Catalyst 224 0.48 224 0.45 224 0.72 224 0.62
Kamma 500 1.08 200 0.40 500 1.61 250 0.69
Learnerbly 200 0.43 200 0.40 200 0.65 200 0.55
Artifical Artists 150 0.32 150 0.30 150 0.48 120 0.33
Seedata 150 0.32 150 0.30 150 0.48 150 0.41
Trumpet 120 0.26 120 0.24 - - - -
Expression Insurance 1000 2.15 118 0.24 500 1.61 681 1.88
Augnet Ltd 300 0.65 100 0.20 300 0.97 - -
Sealit 200 0.43 100 0.20 200 0.65 180 0.50
Bkwai 250 0.54 91 0.18 250 0.81 170 0.47
Homelyfe Limited (t/a
Aventus) 70 0.15 - - 700 2.26 - -
Credit Kudos - - - - 500 1.61 2,518 6.95
Anorak - - - - 700 2.26 525 1.45
Hydroelectric Power
Green Highland Shenval
Ltd * 860 1.85 292 0.58 860 2.77 534 1.47
Gas Power
Distributed Generators
Ltd 3,200 10.32 1,925 5.31
Green Peak Generation
Ltd 1,900 6.13 1,044 2.88
27,725 59.73 31,498 62.74 23,274 75.09 28,169 77.76
========= ======== ========= ======== ========= ======== ========= ========
*Green Highland Shenval Ltd was transferred from the A share
class to the Venture share class in November 2022 following a
valuation adjustment. It was acquired by the company in February
2017 for GBP860k.
Strategic Report - Investment Portfolio Summary
Non-qualifying holdings
Investment Portfolio 28 February 2023 28 February 2022
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Non-Qualifying Holdings
Unquoted
SME Funding:
Hydroelectric Power
Broadpoint 3 Ltd - - - - 1,005 3.24 1,329 3.67
Other
Modern Power Generation Ltd 471 1.03 481 0.96 471 1.52 484 1.33
471 1.03 481 0.96 1,476 4.76 1,813 5.00
========= ====== ========= ====== ========= ====== ========= ======
Financial Assets are measured at fair value through profit or
loss. The initial best estimate of fair value of these investments
that are either quoted or unquoted on an active market is the
transaction price (i.e. cost). The fair value of these investments
is subsequently measured by reference to the enterprise value of
the investee company, which is best deemed to reflect the fair
value. Where the Board considers the investee company's enterprise
value to remain unchanged since acquisition, investments continue
to be held at cost less any loan repayments received.
Investment Portfolio Ten Largest Investments
Vyne Technologies Limited
Date of first Cost GBP Valuation Valuation Method Income Equity Equity Held
investment GBP recognised Held by TPIM managed
by TP11 by TP11 funds %
for the %
year GBP'000
Last Equity Raise
adjusted for fair
28-Nov-2019 1,752,185 3,232,849 value - 9.80 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets as at 31 March 2022 5,489
Vyne is a payments business that uses Open Banking application programming
interface ("APIs") to transfer money directly from the bank accounts of consumers,
to the bank accounts of the online merchants from which they are purchasing
items or services.
-----------------------------------------------------------------------------------------------------------------
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
Ably Real Time Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held Held by
by TP11 by TP11 TPIM managed
for the % funds %
year GBP'000
Last Equity
Raise adjusted
30-Oct-2019 1,312,027 3,152,986 for fair value - 2.05 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets as at 31 December 2021 31,411
Ably is the provider of a suite of APIs to build, extend, and deliver digital
experiences in real time for more than 250 million devices each month.
-----------------------------------------------------------------------------------------------------------
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
Digital Therapeutics Inc (Quit Genius)
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held Held by
by TP11 by TP11 TPIM managed
for the % funds %
year GBP'000
Last Equity
Raise adjusted
14-Feb-2020 1,245,285 2,565,079 for fair value - 1.67 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets* Not disclosed
Quit Genius is the provider of an online digital therapeutics tool that helps
users quit smoking and vaping. The app provides behaviour tracking, tips and
encouragement to users.
--------------------------------------------------------------------------------------------------------------
* This company is exempt from publishing accounts and hence no
financial details are disclosed.
Gameplan Tecnhology Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by by TPIM managed
by TP11 TP11 % funds %
for the
year GBP'000
27-Jul-2021 1,987,989 1,987,989 Cost - 7.34% -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets as at 31 December 2021 2,368
Ryde provides a fully integrated delivery management platform combining the
best of fleet management software, third party logistics software and a flexible
workforce to e-commerce companies requiring deliveries.
--------------------------------------------------------------------------------------------------------------
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
Veremark Ltd
Date of first Cost Valuation Valuation Income recognised Equity Held by Equity Held
investment GBP GBP Method by TP11 for TP11 % by TPIM managed
the year funds %
GBP'000
Last Equity
12-Aug-2020 909,906 1,529,429 Raise - 5.66 -
Summary of Information from latest available Investee Company Financial GBP'000
Statements:
Turnover* Not disclosed
Earnings before interest, tax, Not disclosed
amortisation and depreciation
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets as at 31 December
2021 1,547
Veremark is a g lobal background screening and reference checking platform
.
------------------------------------------------------------------------------------------------------------------
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
AeroCloud Systems Ltd
Date of first Cost GBP Valuation Valuation Income Equity Held Equity Held
investment GBP Method recognised by TP11 % by TPIM managed
by TP11 funds %
for the
year GBP'000
14-Dec-2022 1,499,999 1,499,999 Cost - 3.03 -
Summary of Information from latest available Investee Company Financial GBP'000
Statements:
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets as at 31 December 2022 11,186
AeroCloud is the provider of an operations management SaaS solution for airports
worldwide.
-----------------------------------------------------------------------------------------------------------
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
SembleTechnology Ltd (previously Heydoc)
Date of first Cost GBP Valuation Valuation Income Equity Equity Held
investment GBP Method recognised Held by by TPIM managed
by TP11 TP11 % funds %
for the
year GBP'000
Last Equity
20-Nov-2019 760,016 1,374,016 Raise - 5.98 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets as at 31 December 2022 2,009
Semble is a clinical system built to enable medical clinicians and administrative
staff to complete their day-to-day work in one place rather than needing to
use multiple systems. The software covers the entire patient journey, saving
the medical clinicians time.
---------------------------------------------------------------------------------------------------------------
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
Counting Ltd
Date of first investment Cost GBP Valuation Valuation Income Equity Equity Held
GBP Method recognised Held by by TPIM managed
by TP11 TP11 % funds %
for the
year GBP'000
Last Equity
06-Jun-2019 920,177 1,043,625 Raise - 2.45 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets as at 31 March 2022 5,962
Counting Ltd provides micro businesses with a fully integrated accounting
system and business bank account in one app. The solution provides automated
bookkeeping, quick and easy invoicing and simple expense management.
--------------------------------------------------------------------------------------------------------------------
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
National MRI Scan Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
Last Equity
27-Jul-2022 800,000 1,000,000 Raise - N/A -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets as at 31 December 2021 1,341
Scan.com provides a platform to connect the global diagnostic imaging market,
aiming to solve the lack of price transparency for imaging, long waiting
lists and reliance on archaic workflows.
------------------------------------------------------------------------------------------------------
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
Biorelate Ltd
Date of first Cost GBP Valuation Valuation Income Equity Equity
investment GBP Method recognised Held by Held by
by TP11 TP11 % TPIM managed
for the funds %
year GBP'000
22-Nov-2022 999,998 999,998 Cost - 5.01 -
Summary of Information from Investee Company Financial Statements: GBP'000
Turnover* Not disclosed
Earnings before interest, tax, amortisation and depreciation Not disclosed
(EBITDA)*
Profit before tax* Not disclosed
Net assets before VCT loans* Not disclosed
Net assets as at 31 March 2022 13
Biorelate is the pr ovider of a deep tech software platform which analyses
and curates big data from an array of published biomedical literature for
use by Pharma and Biotech companies in the drug discovery process.
----------------------------------------------------------------------------------------------------
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
The Strategic Report has been approved by the Board and signed
on their behalf by the Chair.
Jane Owen
Chair
7 June 2023
GOVERNANCE
Board of Directors
Jane Owen is the Chair of the Board of the Company. After
graduating in law from Oxford University, Jane was called to the
Bar in 1978 and until 1989 was a practising barrister in the
chambers that are now 3 Verulam Buildings. Subsequently, Jane
became UK group legal director at Alexander & Alexander
Services, and was appointed Aon's General Counsel in the UK in
1997, a position she held until 2008, where she was also a director
of Aon Limited from 2001 to 2008. She was also a Non-Executive
Director of TWG Europe Ltd and related companies and a Governor of
James Allen's Girls' School.
Chad Murrin graduated in law from Cambridge University, and then
qualified as a barrister. He worked for 3i Group plc from
1986-2004, the last five years as 3i's Corporate Development
Director. In 2004, he set up his own corporate advisory business,
Murrin Associates Limited. He holds the Advanced Diploma in
Corporate Finance from The Corporate Finance Faculty of the ICAEW.
He is a Non-Executive Director of Keytask Management Limited, E.W.
Beard (Holdings) Limited and other companies. Chad Murrin will not
stand for re- election at the Company's AGM expected to be held in
July 2023 and will step down immediately following the conclusion
of the AGM.
Julian Bartlett has significant financial, assurance and
advisory experience gained from over 30 years as a Partner at Grant
Thornton UK LLP and formerly at RSM Robson Rhodes and Deloitte. He
has an extensive understanding of listed and financial services
companies including VCTs. He is the Chair of Invesco Fund Managers
Limited, Director and Chair of the Audit and Risk Committee of
Invesco Pensions Limited and Director of Lindsell Train Limited. He
was formerly a Non-Executive Director of FFI Holdings plc from
August 2017 until it ceased trading on AIM in August 2019. Julian
is a Fellow of the Institute of Chartered Accountants in England
and Wales.
Jamie Brooke (to be appointed on 8 June 2023) has gained over 25
years investment experience throughout his career. He previously
worked at 3i and Quester in the venture and leveraged buyout
divisions, and was formerly lead fund manager for the Hanover
Catalyst Fund, prior to which he was at Lombard Odier where as a
fund manager he specialised in strategic UK small cap equity
investing, having moved with the Volantis team from Henderson
Global, and before that, Gartmore. Jamie has held directorships on
over 20 boards, and is currently on the Board of Kelso Group
Holdings plc, Flowtech Fluidpower plc and Chair of the Audit
Committee of Chapel Down Group plc, listed on the Aquis Stock
Exchange, and Oryx International Growth Fund.
Corporate Governance Report
Compliance Statement
The Board of Triple Point VCT 2011 plc has considered the
principles and provisions of the Association of Investment
Companies Code of Corporate Governance 2019 ("AIC Code"). The AIC
Code addresses the principles and provisions set out in the UK
Corporate Governance Code (the "UK Code"), as well as setting out
additional provisions on issues that are of specific relevance to
Triple Point VCT 2011 plc.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the
Financial Reporting Council, will provide improved reporting to
Shareholders.
The Company has complied with the principles and provisions of
the AIC Code or provided an explanation for non-compliance
below:
AIC Code of Corporate Governance Explanation
The appointment of a Senior Independent As there are only three independent
Director (Provision 14) Non-Executive Directors, excluding
the Chair, with one Non-Executive
Director intending to step down
immediately following the 2023 AGM,
it is not considered appropriate
to identify a member of the Board
as senior independent Director.
The independent Non-Executive Directors,
as appropriate, will act as a sounding
board for the Chair, serve as intermediaries
between Directors and Shareholders,
and evaluate the Chair's performance
as part of the Board's annual evaluation.
-----------------------------------------------
An external search consultancy should The Board considered the use of
generally be used for the appointment an external search consultancy when
of non-executive directors (Provision looking to appoint a new non-executive
25) Director to the Board. However,
it was decided that suitable candidates
for the role could be sourced without
the use of a search consultancy,
and the significant cost of using
a search consultancy was not deemed
appropriate for the Company at this
time. The Board will consider the
use of an external search consultancy
for future Board appointments.
-----------------------------------------------
If the Chair of the Board is a member Jane Owen is a member of the Audit
of the Audit Committee, the Board Committee and Chair of the Board.
should explain in the annual report Given the size and structure of
why it believes this is appropriate the Board it was deemed in best
(Provision 29) interest of Shareholders to have
the breadth of experience of all
Directors throughout the audit process.
-----------------------------------------------
The AIC Code is available on the AIC website ( www.theaic.co.uk
). It includes an explanation of how the AIC Code adapts the
principles and provisions set out in the UK Code to make them
relevant for investment companies.
The Board
As announced today, Chad Murrin will not be standing for
re-election at the Company's 2023 Annual General Meeting. The
Board, has undertaken a succession and recruitment process and are
pleased to report that Jamie Brooke will be appointed as
Independent Non-Executive Director with effect from 8 June 2023.
Jamie's biography can be found on page 54.
The Board considered the use of an external search consultancy
(provision 25 of the AIC Code) when looking to appoint a new
Non-Executive Director to the Board. However, it was decided that a
suitable candidate for the role could be sourced without the use of
a search consultancy, and the significant cost of using a search
consultancy was not deemed appropriate for the Company at this
time. The Board will consider the use of an external search
consultancy for future Board appointments.
Following Jamie's appointment, the Board will comprise four
Non-Executive Directors.
Following an orderly succession period, Chad Murrin,
Non-Executive Director of the Company, will not stand for re-
election at the Company's AGM expected to be held in July 2023 and
will step down immediately following the conclusion of the AGM when
the Board will again comprise three Non-Executive Directors.
All Directors are considered independent and day-to-day
management responsibilities are delegated to the Investment
Manager. The Directors have a combination of skills, experience and
knowledge which are relevant to the Company. Biographies of each
director are presented on page 54 of this report.
The Directors are provided with key information on the Company's
activities, including regulatory and statutory requirements, by the
Investment Manager and Company Secretary, Hanway Advisory
Limited.
The Board has direct access to the Company Secretary and may
also take independent professional advice at the Company's expense
where necessary in the performance of their duties. During the
year, the Board was satisfied that all Directors were able to
commit sufficient time to discharge their responsibilities
effectively having given due consideration to their other
significant commitments. The Directors were advised on appointment
of the expected time required to fulfil their roles and have
confirmed that they remain able to make that commitment. No
external appointments accepted during the year were considered to
be significant for the relevant Directors, taking into account the
expected time commitment and nature of these roles.
The Directors' other principal commitments are listed on pages
54.
The Chair, Jane Owen, leads the Board and is responsible for its
overall effectiveness in directing the Company. The Chair leads the
process in determining its strategy and the achievement of its
objectives. The Chair is responsible for setting the Board agenda
focusing on strategy, performance, value creation, culture,
stakeholders and ensuring that issues relevant to these areas are
reserved for Board decision. The Chair facilitates constructive
Board relations and the effective contribution of all the
Directors, encouraging a culture of openness and debate and ensures
the Directors receive accurate, timely and clear information. The
Chair does not have significant commitments which conflict with her
Board responsibilities.
Appointment of New Directors
Any appointment to the Board is subject to a formal, rigorous
and transparent procedure and is based on merit and objective
criteria which promotes diversity of gender, social and ethnic
backgrounds, cognitive and personal strengths.
Company's Operations
The Investment Manager has authority over the management of the
investment portfolio, the organisation of custodial services,
accounting and administrative services. The Investment Manager
makes investment recommendations for the Board's approval.
The Board meets regularly in person or via video conference call
at least four times a year, and on other occasions as required, to
discuss and approve new or follow-on investments, and review the
investment performance and monitor compliance with the investment
policy laid down by the Board.
The Board's main focus is to promote the long-term sustainable
success of the Company, to deliver value for Shareholders and
contribute to wider society. The Board does not routinely involve
itself in day-to-day business decisions but there is a formal
schedule of matters that requires the Board's specific approval, as
well as decisions that can be delegated to the Board
Committees.
The key matters reserved to the Board, include but are not
limited to:
-- review investment performance and monitor compliance with the investment policy;
-- the consideration and approval of future developments or
changes to the investment policy, including risk and asset
allocation;
-- overall leadership of the Company and setting of its purpose, culture, values and standards;
-- approval of any dividend or return of capital to be paid to the Shareholders;
-- the appointment, evaluation, removal and remuneration of the
Investment Manager and the Company Secretary;
-- board membership and powers including the appointment and removal of Board members;
-- ensuring adequate Board succession planning;
-- ensuring the maintenance of a system of internal controls and risk management;
-- approval and issue of the annual and half yearly results;
-- review of the Company's corporate governance arrangements and
annual review of continuing compliance with the AIC Code of
Corporate Governance published by the AIC from time to time;
-- the performance of the Company, including monitoring the net asset value per share;
-- monitoring Shareholder profiles and considering Shareholder communications; and
-- approving investments.
The Company Secretary is responsible for ensuring that Board
procedures are complied with, advising the Board on all governance
matters, supporting the Chair and helping the Board and its
committees to function effectively. The Company Secretary will also
provide the Board with support in ensuring that it has the
policies, processes, information, time and resources it needs in
order to function effectively.
The Company's articles of association and the schedule of
matters reserved to the Board for decision provide that the
appointment and removal of the Company Secretary is a matter for
the full Board.
The Board reviews the performance of the Investment Manager
annually taking into consideration the contractual arrangements and
scrutinises performance. The Board as a whole carries out this
review, and due to the size of the Board, does not consider it
appropriate to establish a separate management engagement
committee.
Discussions of the Board
During the period, the following were the key matters considered
by the Board:
-- approval of Company policies;
-- approval of the disposal of Gas Fired Energy Assets;
-- succession planning and appointment of Jamie Brooke as a Non-Executive Director;
-- matters in relation to the wind down and cancellation of the
Company's A and B Share Classes;
-- matters in relation to the Company's Offer for Venture Shares;
-- approval of Venture Share Class investments;
-- annual and half year reports to Shareholders;
-- quarterly and, where applicable, ad hoc approval of NAVs; and
-- approval of dividends payable to Shareholders.
Re-election of Directors
Directors' retirement and re-election is subject to the
Company's articles of association and the AIC Code. The AIC Code
requires that all Directors should be subject to an annual
re-election. In line with the Company's Succession Plan, Chad
Murrin will not stand for re-election at the Company's AGM expected
to be held in July 2023 and will step down immediately following
the conclusion of the AGM.
Independence of Directors
The Board has a non-executive Chair and two other non-executive
Directors, all of whom were considered independent since their
appointment. All of the Directors are independent of the Investment
Manager.
The AIC Code outlines circumstances that are likely to impair a
Director's independence including whether a Director has served on
the Board for more than nine years from the date of their first
appointment. All Directors, except newly appointed Julian Bartlett,
have served on the Board for nine years or more. Once Jamie Brooke
has been appointed to the Board and Chad Murrin has stepped down
then only Jane Owen will have served more than nine years. Length
of service is currently one of several indicators the Board
considers when assessing independence. The Board is of the view
that a term of service in excess of nine years does not in itself
compromise independence and notes the positive contribution that
their long-service offers. The Board regularly reviews the
independence of its Directors and is satisfied that all Directors
remain independent, including in character and judgement.
Policy on Tenure of the Chair
The Board considers that the length of time each Director,
including the Chair, serves on the Board should not be limited and
has not set a finite tenure policy. Continuity, self-examination
and ability to do the job are the relevant criteria on which the
Board assesses a Director's independence. Length of service of
current Directors and future succession planning will be reviewed
each year as part of the Board evaluation process.
Succession Plan
The Board continues to seek to achieve a progressive refreshing
of the Board, taking into account the challenges and opportunities
facing the Company, the balance of skills and expertise, and the
need for a diverse pipeline for succession balanced against the
benefit of historical knowledge. The Board is pleased to have made
positive progress on the gradual refreshing of the Board this year
through the appointment of Jamie Brooke, due to take effect on 8
June 2023, in line with its Succession Plan.
Board Committees
The Board has only one committee, which is the Audit Committee.
The Directors consider that due to the size of the Board, there
being no employees or executive directors, it is not necessary to
appoint a separate nomination committee, management engagement
committee or remuneration committee. The remuneration report is
detailed on pages 64 to 69.
Board Meeting Attendance
The Board has regular meetings on a quarterly basis, with
additional meetings as required from time to time.
During the period the following Board meetings were held and the
number attended by each Director compared with the maximum possible
attendance:
Directors Board Audit
Meetings Committee
Jane Owen, Chair 5/5 3/3
Chad Murrin 5/5 3/3
Julian Bartlett 5/5 3/3
Tim Clarke* 3/3 1/1
-
*Tim Clarke resigned as Non-Executive Director on 14 July
2022
Performance Evaluation
The Board, led by the Chair, established a formal process for a
formal and rigorous annual evaluation of the performance of the
Board, individual Directors and the Audit Committee. The evaluation
considered the composition, diversity, investment matters,
development and how effectively each member works together to
achieve its objectives.
During the period, the Board conducted a performance evaluation
by completing a written questionnaire to appraise and gather useful
learnings on the functioning of the Board, the Audit Committee and
individual Directors, and the Chair.
The Chair, supported by the Company Secretary, acted on the
results of the evaluation. Having conducted its performance
evaluation, the Board believes that it has been effective in
carrying out its objectives and that each individual Director has
been effective and demonstrated commitment to the role.
The Board discussed the key challenges and opportunities that
were identified through the performance evaluation and agreed
appropriate development points on which progress will be assessed
in the next financial period.
Challenges 2023 Development Points
Managing risks in a volatile macroeconomic The Board will undertake a deep dive
environment into the risk management process
to ensure enhanced risk management
to adequately monitor current and
emerging risks facing the Company.
-------------------------------------------
Whilst the Board has the right Consideration will be giving to using
mix of skills, experience and expertise, an external search consultancy for
diversity could be increased to the recruitment of a new Board Director,
further enhance the composition in line with succession planning,
and balance of the Board. to actively encourage a diverse pool
of candidates.
-------------------------------------------
Further enhancement of Director Director training to be held on key
understanding of legal and regulatory legal, regulatory and governance
changes in the wider environment. issues facing the Company or expected
to impact the Company in the future.
-------------------------------------------
Corporate Social Responsibility
The Board is committed to integrating ESG matters in the
Company's business operations, including the Company itself and the
companies in which it invests. The Board actively seeks ways to
interact with their stakeholders. The Board seeks to avoid
investing in companies which do not operate within ethical,
environmental and social legislation. Details on the Company's
responsible investing can be found on pages 36 to 39.
Internal Control and Risk Management
The Board has overall responsibility for establishing procedures
to manage risk, overseeing the internal control framework,
determining the nature and extent of the principal risks the
Company is willing to take in order to achieve its long-term
strategic objectives, and identifying emerging risks. The purpose
of an internal control framework is to ensure that proper
accounting records are maintained, the Company's assets are
safeguarded, and the financial information used within the business
and for publication is accurate and reliable; such a system can
only provide reasonable and not absolute assurance against material
misstatement or loss. Emerging risks are regularly monitored, and
to the extent possible or practicable, mitigating actions are
implemented.
The system of risk management and internal control is designed
to manage rather than eliminate the risk of failure to achieve
business objectives. As part of this process an annual review of
the risk management and internal control systems is carried out.
The review covers all material controls including financial,
operational and compliance controls.
The Directors regularly review financial results and investment
performance with the Investment Manager.
The Directors have established an ongoing process designed to
meet the particular needs of the Company in identifying, evaluating
and managing the significant and emerging risks to which it is
exposed, including, among others, market risk, VCT qualifying
investment risk and operational risks, which are recorded on a risk
register. The controls employed to mitigate these risks are
identified and the residual risks are rated taking into account the
impact of the mitigating factors. The risk register is reviewed
bi-annually. The principal risks and uncertainties including
emerging risks identified from the risk register and a description
of the Company's risk management procedures can be found on pages
20 to 22.
The Directors regularly review the system of internal controls,
both financial and non-financial, operated by the Company and the
Investment Manager. The Investment Manager is engaged to provide
accounting services and the Company Secretary provides secretarial
services and retains physical custody of the documents of title
relating to investments.
Capital management is monitored and controlled by the Investment
Manager. The capital being managed includes equity and fixed
interest VCT-qualifying investments, cash balances and liquid
resources including debtors and creditors. The Investment Manager's
procedures are subject to internal compliance checks.
The Company's objectives when managing capital are:
-- to safeguard its ability to continue as a going concern, so
that it can continue to provide returns to Shareholders and
benefits for other stakeholders;
-- to ensure sufficient liquid resources are available to meet
the funding requirements of its investments and to fund new
investments where identified.
Stakeholder Engagement
The Company continuously interacts with a variety of
stakeholders important to its success. This includes regular
engagement with the Company's Shareholders and other
stakeholders by the Board and the Investment Manager. The Directors
are responsible for acting in a way that they consider, in good
faith, is the most likely to promote the success of the Company for
the benefit of its members. In doing so, they have regard for the
needs of stakeholders and the wider society.
The Company is committed to understanding the views of its
stakeholders and maintaining effective dialogue with its key
stakeholders, which include: Shareholders, investee companies; the
Investment Manager; lenders; and the wider communities in which the
Company and its investee companies operate.
Shareholders are encouraged to attend and vote at the Company's
Annual General Meeting, along with the Company's other Shareholder
meetings, so they can discuss governance and strategy and the Board
can enhance its understanding of Shareholder views. The Board will
attend the Company's Shareholder meetings to answer any Shareholder
questions and the Chair will make herself available, as necessary,
outside of these meetings to speak to Shareholders.
The Board is committed to providing investors with regular
announcements of significant events affecting the Company and its
investee companies.
All investor documentation is available to download from the
Company's website:
https://www.triplepoint.co.uk/current-vcts/triple-point-vct-2011-plc/s2539/
Stakeholder engagement is set out in the Section 172(1)
statement on pages 25 to 25.
The Board has considered the AIC Code recommendations in respect
of arrangements by which staff of the Investment Manager and
Administrator may, in confidence, raise concerns within their
organisations about possible improprieties in matters of financial
reporting or other matters. It has concluded that adequate
arrangements are in place for the proportionate and independent
investigation of such matters and, where necessary, for appropriate
follow-up action to be taken within their organisations.
Directors' Share Interests
All of the Directors' Share interests were held beneficially and
they are actively encouraged to own Shares. Details of the
Directors' Share interests can be found in the remuneration report
on page 67 . The Company has not set out any formal requirements or
guidelines to Directors concerning their ownership of Shares in the
Company.
On behalf of the Board.
Jane Owen
Chair
7 June2023
Audit Committee Report
The following pages set out the Audit Committee's report on how
it has discharged its duties in accordance with the AIC Code and
its activities in respect of the period ended 28 February 2023.
Julian Bartlett Chairs the Audit Committee. Jane Owen, Chair of
the Board, who was independent on appointment, is a member of the
Audit Committee due to the size and structure of the Board, along
with Non-Executive Director Chad Murrin. Following an orderly
succession period, Chad Murrin will not stand for re-election at
the Company's AGM expected to be held in July 2023, and will step
down from the Board and Audit Committee following the conclusion of
the AGM. Jamie Brooke will be appointed as a member of the Audit
Committee, following his appointment to the Board on 8 June
2023.
The Audit Committee deals with matters relating to audit,
financial reporting and internal control systems. The Audit
Committee meets at least twice a year and as required. The Audit
Committee also has direct access to BDO LLP, the Company's external
auditor.
The Audit Committee has been in operation throughout the period
and operates within clearly defined terms of reference.
Audit Committee Role and Responsibilities
The Audit Committee has the primary responsibility for reviewing
the financial statements and the accounting principles and
practices underlying them, liaising with the external auditors and
reviewing the effectiveness of internal controls.
The Audit Committee's terms of reference include the following
roles and responsibilities:
-- periodically considering the need for an internal audit function;
-- monitor the integrity of the financial statements of the
Company and any formal announcements relating to the financial
performance and reviewing significant financial reporting
judgements contained in them;
-- oversee the relationship with the external auditor including,
but not limited to, assessing annually their independence and
objectivity, taking into account relevant professional and
regulatory requirements and the overall relationship with the
auditor, including the provision of any non-audit services;
-- monitoring the extent to which the external auditor is
engaged to supply non-audit services;
-- ensuring that the Investment Manager has arrangements in
place for the investigation and follow-up of any concerns raised
confidentially by staff in relation to propriety of financial
reporting or other matters;
-- keep under review the Company's internal financial controls
and review the adequacy and effectiveness of the Company's internal
control and risk management systems and monitor the proposed
implementation of such controls;
-- Report to the Board on significant issues relating to the
financial statements and how they were addressed; its assessment of
the effectiveness of the audit process; any key matters raised by
the external auditor; and any other issues on which the Board has
requested the A udit Committee's opinion; and
-- report to the Board on how it has discharged its responsibilities.
The Audit Committee reviews its terms of reference and
effectiveness annually and recommends to the Board any changes
required as a result of the review. The terms of reference are
available on request from the Company Secretary.
In respect of the year ended 28 February 2023, the Audit
Committee discharged its responsibilities by:
-- reviewing the external auditor's plan for the audit of the financial statements, including identification of key risks and confirmation of auditor independence;
-- reviewing the external auditor's audit fees in relation to
the audit of the financial statements;
-- monitoring the integrity of the financial statements of the
Company and any formal announcements relating to the Company's
financial performance, and reviewing significant financial
reporting judgements contained in them;
-- reviewing the Company's internal financial controls and
internal control and risk management systems operated in relation
to the Company's business and assessing those controls in
minimising the impact of key risks;
-- reviewing periodic reports on the effectiveness of TPIM's
internal control and risk management procedures;
-- reviewing the appropriateness of the Company's accounting policies;
-- providing advice on whether the annual report (and accounts),
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for Shareholders to assess the
Company's position and performance, business model and
strategy;
-- reviewing the Company's annual and half-yearly results prior to Board approval;
-- making recommendations to the Board regarding the
reappointment of the external auditor and approving their
remuneration;
-- reviewing and monitoring the external auditor's independence and objectivity;
-- reviewing the effectiveness of the external audit process,
taking into consideration relevant UK professional and regulatory
requirements;
-- reviewing the Company's going concern and viability status; and
-- reviewing and discussing the external auditor's findings.
The Board considers that the members of the Audit Committee
collectively have the skills and experience required to discharge
their duties effectively and the Audit Committee as a whole has
competence relevant to the sector in which it operates.
The Company does not have an independent internal audit function
as it is not deemed appropriate given the size of the Company and
the nature of the Company's business. However, the Audit Committee
considers annually whether there is a need for such a function and,
if there were, would recommend it be established.
Financial Reporting
The primary role of the Audit Committee in relation to financial
reporting is to review with the Investment Manager and
Administrator and the Auditor the appropriateness of the half year
report and annual report and financial statements, concentrating
on, amongst other matters:
-- compliance with financial reporting standards and relevant
financial and governance reporting requirements;
-- amendments to legislation and corporate governance reporting requirements;
-- the impact of any new and proposed amendments to accounting
standards which affect the Company;
-- material areas in which significant judgements have been applied;
-- whether the Audit Committee believes that proper and
appropriate processes and procedures have been followed in the
preparation of the annual report; and
-- considering and recommending the contents of the annual
report and financial statements for approval.
Significant Issues Raised by the Audit Committee
The Audit Committee is responsible for considering and reporting
on any significant issues that arise in relation to the Financial
Statements and how they have been addressed.
The following key issues were discussed:
-- compliance with HM Revenue & Customs conditions for
maintenance of approved Venture Capital Trust status;
-- valuation and existence of unquoted investments;
Compliance with HMRC Conditions
The Investment Manager provides the Board with regular
qualifying investment updates. This report shows the current
qualifying percentage position of the Company and highlights and
actions which may be required to maintain this position in the
future. The Board also assesses the future qualifying position of
the Company with assumptions on divestment of assets. The
qualifying position of the Company is a recurring agenda item at
Board meetings.
The Company also has in place an engagement with Philip Hare and
Associates LLP. The Board seeks their opinion before undertaking
any material transaction which may affect the qualifying status of
the Company. The Company also seeks the opinion of Shoosmiths LLP
when making any new Venture Fund Investments.
Valuation & Future Cash Flow Projections
The Company's unquoted Investment portfolio is valued in line
with the International Private Equity Valuation guidelines. The
Company's accounting policy is to classify investments at fair
value through profit or loss. Therefore, the most significant risk
in the financial statements is whether its investments are fairly
valued. Being unquoted, there is uncertainty and estimation
involved in determining the investment valuations.
There is also an inherent risk of management override as the
Investment Manager's fee is calculated based on NAV as disclosed in
note 5 to the financial statements. The Investment Manager is
responsible for calculating the NAV, prior to approval by the
Board.
On a quarterly basis, the Investment Manager provides a detailed
analysis of the NAV highlighting any movements and assumption
changes from the previous quarter's NAV, including assessing any
impact of macroeconomic developments. This analysis and the
rationale for any changes made is considered and challenged and
ultimately approved by the Board.
Going concern and viability statement
The Board is required to consider and report on the longer-term
viability of the business as well as assess the appropriateness of
applying the going concern assumption.
The Audit Committee has taken account of the solvency and
liquidity position of the Company shown in the financial statements
and the information provided by the Investment Manager on the
forecast cashflow for the Company and expected pipeline. As a
result, the Audit Committee considers that it is appropriate to
adopt the going concern basis of preparation of the financial
statements.
External Audit
It is the Audit Committee's responsibility to monitor the
performance, objectivity and independence of the external auditors
and this is assessed by the Audit Committee each year. In
evaluating BDO LLP's performance, the Audit Committee examines
effectiveness of the audit process, independence and objectivity of
the auditor, taking into consideration the length of tenure of the
external auditors, the non-audit services undertaken during the
year and relevant UK professional and regulatory requirements, and
the quality of delivery of its services.
BDO LLP attended one of the two formal Audit Committee meetings
held during the year. Matters typically discussed include the
Auditor's assessment of the transparency and openness of the
Investment Manager, confirmation that there has been no restriction
in scope placed on them, the independence of their audit and how
they have exercised professional scepticism.
When considering whether to recommend the reappointment of the
external auditor, the Audit Committee takes into account their
current fee compared to the external audit fees paid by other
similar companies. The quality and competence of the external
auditor is also taken into consideration. The Audit Committee will
then recommend to the Board the appointment of an external auditor
which is approved by Shareholders at the Annual General
Meeting.
The FRC's Ethical Standard requires the audit partner to rotate
every five years. The first audit engagement for BDO LLP was for
the year ended 28 February 2018. BDO were recommended for
re-appointment at the 2022 AGM and the resolution was duly passed.
We have transitioned our lead BDO partner for this year's audit
following completion of the previous audit partner's five-year
term. I would like to thank Peter Smith for his leadership of the
external audit and welcome Elizabeth Hooper as our new lead audit
partner.
The independence and effectiveness of the external audit process
is assessed as part of the Board evaluation conducted annually and
by the quality and content of the audit scoping and findings report
provided to the Audit Committee by the external auditor and the
discussions then held on topics raised. The Audit Committee will
challenge the external auditor at the Audit Committee meeting if
appropriate.
Non-Audit Services
The Audit Committee safeguards the objectivity and independence
of the auditor by reviewing the nature and extent of non-audit
services supplied by the external auditor to the Company. Details
of fees paid to BDO LLP during the year are disclosed in note 7 to
the financial statements. During the year, BDO LLP was appointed to
perform certain agreed-upon procedures with regards to the Net
Asset Value of the Venture fund as at 15 January 2023 as part of
the Board's consideration of the appropriateness of the issue price
for the most recent Venture Fund allotment. The Audit Committee
approved these fees after a review of the level and nature of work
to be performed and were satisfied that they are appropriate for
the scope of the work required. The Audit Committee was satisfied
that BDO LLP had adequate safeguards in place and that provision of
these non-audit services did not affect the objectivity or
independence of the external auditor.
Audit Fee
The audit fee for the year was GBP64,250, (2022: GBP30,000) BDO
have primarily attributed the increase in fees to inflation, the
increased time and complexity of audit given the growth of the
Venture Share Fund and wider general market fee increases for audit
services. The significant increase in fees have been considered,
and the Committee will evaluate all available options to ensure
that the cost for the services provided remain appropriate and in
the best interests of Shareholders.
Independence
The Audit Committee is required to consider the independence of
the external auditor. In fulfilling this requirement, the Audit
Committee has considered the Audit Plan from BDO LLP which
describes their arrangements to identify, report and manage their
independence.
Audit Committee Meeting Attendance
During the period, the following Audit Committee meetings were
held, and the number attended by each Director compared with the
maximum possible attendance:
Directors Audit Committee
Meetings
Jane Owen, Chair 3/3
Chad Murrin 3/3
Julian Bartlett 3/3
Tim Clarke* 1/1
*Tim Clarke resigned as Non-Executive Director on 14 July
2022
The Audit Committee relies on the Investment Manager to assess
the valuation of unquoted investments and the existence of those
investments, however the Audit Committee considers, and challenges
information provided by the Investment Manager , and ultimate
approval for decisions is given by the Board. The Investment
Manager will usually have either Director or Board Observer rights
to attend portfolio companies' Board meetings, will always have
information rights when investments are first made and will
maintain contact with the senior executives of investees, and has
oversight of all the investments made. The Audit Committee has
reviewed the valuations and discussed them with both the Investment
Manager and the external auditor to confirm their assessment of the
valuation of the unquoted investments and the existence of those
investments.
The Investment Manager has confirmed to the Audit Committee that
the conditions for maintaining the Company's status as an approved
Venture Capital Trust has been complied with throughout the year.
The position has been reviewed by Philip Hare & Associates LLP
in its capacity as adviser to the Company on taxation matters.
The Audit Committee has considered the whole Report and Accounts
for the year ended 28 February 2023 and has reported to the Board
that it considers them to be fair, balanced and understandable
providing the information necessary for Shareholders to assess the
Company's position, performance, business model and strategy.
On behalf of the Board.
Julian Bartlett
Audit Committee Chair
7 June 2023
Directors' Remuneration Report
Statement of the Chair
I am pleased to present the Remuneration Report on behalf of the
Board for the year ended 28 February 2023.
This report is submitted in accordance with schedule 8 of the
Large and Medium Sized Companies and Groups (Accounts and Reports)
(amendment) Regulations 2013 and The Companies (Miscellaneous
Reporting) Regulations 2018, in respect of the year ended 28
February 2023. This report also meets the Financial Conduct
Authority's Listing Rules and describes how the Board has applied
the principles and provisions relating to Directors' remuneration
set out in the AIC Code. The reporting requirements require two
sections to be included:
-- Directors' Remuneration Policy - This sets out our
Remuneration Policy for Directors of the Company that has been in
place since 9 July 2020 following approval by Shareholders.
-- Annual Remuneration Report - This sets out how our Directors
were paid for the period ended 28 February 2023. There will be an
advisory Shareholder vote on this section of the report at our 2023
AGM.
We value engagement with our Shareholders and for the
constructive feedback we receive and look forward to your support
at the forthcoming AGM.
Jane Owen
Chair
Directors' Remuneration Policy
Approval of Remuneration Policy
Our Directors' Remuneration Policy was last approved by
shareholders at the 2020 AGM of the Company held on 9 July 2020 and
became effective from the conclusion of the AGM.
In accordance with section 439A of the Companies Act 2006, a
resolution to approve this Directors' Remuneration Policy will be
proposed at the AGM of the Company to be held on 19 July 2023. If
the resolution is passed, the provisions of the policy will apply
until they are next put to shareholders for renewal of that
approval, which must be at intervals of not more than three years,
or if the Remuneration Policy is varied, in which event Shareholder
approval for the new Remuneration Policy will be sought.
The policy applies to the Non-executive Directors; the Company
has no Executive Directors or employees.
Remuneration Policy Overview
The Board currently comprises three Directors, all of whom are
Non-Executive. The Board's policy is that the remuneration of
Non-Executive Directors should reflect the experience of the Board
as a whole, be fair and be comparable with that of other relevant
Venture Capital Trusts that are similar in size and have similar
investment objectives and structures. Furthermore, the level of
remuneration should be sufficient to attract and retain the
Directors needed to oversee the Company properly and to reflect the
specific circumstances of the Company, the duties and
responsibilities of the Directors and the value and amount of time
committed to the Company's affairs. The articles of association
provide that the Directors shall be paid in aggregate a sum not
exceeding GBP100,000 per annum. None of the Directors are eligible
for bonuses, pension benefits, Share options, long-term incentive
schemes or other benefits in respect of their services as
Non-Executive Directors of the Company. There are no planned
changes to the Remuneration Policy last approved by Shareholders at
the 2020 AGM. A resolution to approve the Directors' Remuneration
Policy will be proposed at the AGM of the Company to be held on 19
July 2023.
Consideration of Remuneration
The Board does not have a separate Remuneration Committee, as
the Company has no employees or executive directors. The Board has
not retained external advisers in relation to remuneration matters
but has access to information about Directors' fees paid by other
companies of a similar size and type. As such, the Board as a whole
will consider the remuneration of the Directors, however no
director is involved in determining their own remuneration. The
Board will review the remuneration of the Directors in line with
the VCT industry on an annual basis, if thought appropriate.
Otherwise, only a change in responsibilities is likely to incur a
change in remuneration of any one Director or the remuneration
policy itself.
Directors' Service Contracts
The Directors are engaged under letters of appointment and do
not have service contracts with the Company.
Directors' Term of Office
The Directors' letters of appointment provide for three months
written notice to be given by either party . Each Director will be
subject to annual re-election by Shareholders at the Company's
Annual General Meeting in each financial year.
Policy on Payment for Loss of Office
A Director who ceases to hold office is not entitled to receive
any payment other than accrued fees (if any) for past services.
Consideration of Shareholder Views
The Company is committed to ongoing Shareholder dialogue and
takes an active interest in voting outcomes. Where there are
substantial votes against resolutions in relation to Directors'
remuneration, the Company will seek the reasons for any such vote
and will detail any resulting actions in the Directors'
Remuneration Report. No views which are relevant to the formulation
of the Directors' remuneration policy have been expressed to the
Company by Shareholders, whether at a general meeting or
otherwise.
Future Policy Table
The Directors are entitled only to the fees as set out in the
table below. No element of Directors' remuneration is subject to
performance factors. There are no other fees payable to the
Directors for additional services outside of their contracts.
Component How it Operates Maximum Fee Link to Provisions
Strategy to Recover
or Withhold
Sums
Annual Fee Each Director receives The total aggregate The level There are no
a basic fee which fees that can of the annual provisions
is paid on a quarterly be paid to the fee has been to recover
basis. Directors is set to attract or withhold
calculated in and retain sums.
accordance with high calibre
the articles Directors
of association. with the
skills and
experience
necessary
for the role.
The fee has
been benchmarked
against companies
of a similar
size.
------------------------- -------------------------- ---------------------- --------------
Other benefits The Directors shall Article 89 of In line with
be entitled to be the Company's market practice,
repaid expenses. Articles of Association the Company
permits for any will reimburse
director to be the Directors
repaid reasonable for expenses
expenses incurred to ensure
in attending that they
or returning are able
from meetings to carry
of the Board, out their
committees of duties effectively.
the Board or
Shareholder meetings
or otherwise
in connection
with the performance
of their duties
as Directors
of the Company.
------------------------- -------------------------- ---------------------- --------------
Annual Remuneration Report
Directors' Fees
Details of each Director's contract is shown below. Following a
remuneration benchmarking exercise, the Board agreed in the period
to increase Director fees effective 1 August 2022 to ensure that
the Company can retain and attract Directors of the requisite
merit, and with the skills, knowledge and experience required for
the role. The increase in remuneration is in line with the size of
the Company and Director fees of comparable companies. The Audit
Committee Chair is entitled to an additional GBP2,000 and the Chair
is paid an additional GBP5,000 to reflect the additional
responsibilities of their role. The increase in Directors
remuneration is in line with the Company's remuneration policy.
Annual rate
Date of Unexpired term of Directors' Policy on payment
Contract of contract fees* for loss of office
GBP
Jane Owen, Chair 23-Sep-10 none 25,000 none
Chad Murrin 23-Sep-10 none 20,000 none
Julian Bartlett 08-Feb-22 none 22,000 none
------------------ -------------- ---------------- ---------------- ---------------------
Single Total Figure (audited information)
The fees paid to Directors in respect of the year ended 28
February 2023 and the prior year are shown below:
Emoluments
Emoluments % Change for
for the from Emoluments Emoluments the Emoluments
year 2022-2023 for the for the Year for the
ended 28 year ended Year ended ended Year ended
February 28 % Change 28 28 28
2023* February from February February February
2022 2021-2022 2021 2020 2019
GBP % GBP % GBP GBP GBP
Jane Owen,
Chairman 24,000 7% 22,500 - 22,500 22,500 17,500
Chad Murrin 19,000 6% 18,000 - 18,000 18,000 15,000
Tim Clarke* 6,600 n/a 18,000 - 18,000 18,000 15,000
Julian
Bartlett* 20,300 n/a 1,038 n/a n/a n/a n/a
69,900 59,538 2 58,500 58,500 47,500
Employer's
NI
contributions 250 - 435 1,499 112
Total
emoluments 70,150 59,538 58,935 59,999 47,612
-----------------
None of the Directors are eligible for bonuses, pension
benefits, Share options, long-term incentive schemes or other
benefits in respect of their services as Non-Executive Directors of
the Company.
* On 8 February 2022, Julian Bartlett was appointed as a
Non-Executive Director while Tim Clarke stepped down from his
position as Non-Executive Director on 14 July 2022.
Information required on executive Directors, including the Chief
Executive Officer and employees has been omitted because the
Company has neither and therefore it is not relevant.
Directors' emoluments compared to payments to Shareholders:
28 February 28 February
Unaudited 2023 2022
GBP'000 GBP'000
Total Dividends paid/payable 8,123 4,249
Total Directors' emoluments 70 60
Directors' Share Interests (audited information)
At 28 February 2023, Jane Owen held 24,624 A Shares, 24,378 B
Shares and 82,563 Venture Shares (2022: 24,624 A Shares, 24,378 B
Shares and 73,086 Venture Shares)
Chad Murrin held 24,874 A Shares, 24,624 B Shares and 48,291
Venture Shares (2022: 24,874 A Shares, 24,624 B Shares and 46,938
Venture Shares)
Julian Bartlett held 36,413 Venture Shares (2022: nil)
No other connected parties to the Directors held any Shares at
28 February 2023 (2022: nil) . Any Shares owned by the Directors
were purchased at the same price offered to investors. There are no
requirements or restrictions on Directors holding Shares in the
Company.
Company Performance
The following performance charts compare the Total Return of the
Venture Share Class over the period from 1 March 2017 to 28
February 2023 with the Total Return from notional investments in
the FTSE All-Share index and FTSE Small-Cap index over the same
period. The indices chosen are considered to be the most
appropriate broad equity markets for comparative purposes.
Investors should be reminded that Shares in Venture Capital
Trusts generally continue to trade at a discount to the NAV of the
Company.
The Total Return does not include the initial 30% tax relief
available to investors.
These charts have been prepared in accordance with Part 3 to
Schedule 8 of the Companies Act 2006. The Company measures its
performance against its target returns as detailed in the Strategic
Report.
As highlighted above, the charts do not take into account the
tax benefit of investing in a VCT.
Statement of Voting at the Annual General Meeting
The resolutions to approve the Directors' Remuneration Report
was passed at the Annual General Meeting on 14 July 2022 and the
Directors' Remuneration Policy was passed at the Annual General
Meeting on 9 July 2020. Details of the proxy votes in respect of
the resolutions are as set out below:
Voting for Voting Against Vote Withheld
Remuneration
Report 98.32% 1.68% 0%
------------ ---------------- ---------------
Remuneration
Policy 99.47% 0.53% 0%
------------ ---------------- ---------------
During the year, the Company did not receive any communications
from Shareholders specifically regarding Directors' pay.
On behalf of the Board.
Jane Owen
Chair
7 June2023
Directors' Report
The Directors are pleased to present the Directors' Report for
the year ended 28 February 2023.
The information that fulfils the requirements of the Corporate
Governance statement in accordance with rule 7.2 of the DTR can be
found in this Directors' report on page 70 to 73 and in the
Corporate Governance report on pages 55 to 59 all of which is
incorporated into this Directors' report by reference.
Directors
The Directors of the Company during the year were Jane Owen,
Chad Murrin, Tim Clarke and Julian Bartlett. Tim Clarke resigned as
Non-Executive Director on 14 July 2022.
Principal Activity and Status
The principal activity of the Company is that of a Venture
Capital Trust ("VCT") and its main activity is venture capital
investment and management.
The Company has been approved as a VCT by HMRC, in accordance
with Section 274 of the Income Tax Act 2007 and, in the opinion of
the Directors, has conducted its affairs so as to enable it to
continue to obtain such approval. In order to maintain its status
under VCT legislation, a VCT must comply on a continuing basis with
the provisions of Section 274 and further details can be found on
page 72.
The Company is registered in England as a Public Limited Company
(Registration number 07324448) and its Shares are listed on the
main market of the London Stock Exchange.
The Company was not at any time up to the date of this report a
close company within the meaning of S439 of the Corporation Tax Act
2010.
Post Balance Sheet Events
Details of post balance sheet events can be seen in note 23 to
the Financial Statements.
Directors' indemnity
The Company has indemnified Directors against certain
liabilities within its Articles of Association which may be
incurred in the execution of their office. This indemnity remains
in force as at the date of this report and will also indemnify any
new directors that join the Board. The Company has, as permitted by
Section 233 of the Companies Act 2006, maintained insurance cover
on behalf of the Directors and Company Secretary, indemnifying them
against certain liabilities which may be incurred by them in
relation to the execution of their office.
Research and Development
No expenditure on research and development was made during the
year (2022: Nil).
Management
TPIM acts as Investment Manager to the Company and has done
since incorporation.
To align its interests with Shareholders, TPIM earns a
performance fee for the Venture Share Class if the total return
(net asset value plus distributions made) to holders of the Venture
Shares exceeds their net initial subscription price by an annual
threshold of 3% per annum, calculated on a compound basis. To the
extent that the total return exceeds the threshold over the
relevant period then a performance incentive fee of 20% of the
excess is payable to TPIM. In addition, TPIM earned a performance
fee for the A Share Class of 20% on distributions exceeding 100
pence per share. The other principal terms of the Company's
management agreement with TPIM are set out in note 5 to the
Financial Statements.
The Board has evaluated the performance of the Investment
Manager and reviewed the management contract. As required by the
Listing Rules, the Directors confirm that in their opinion the
continuing appointment of TPIM as Investment Manager on the terms
agreed is in the best interests of the Shareholders as a whole. In
reaching this conclusion the Directors have taken into account the
performance of the Company, other VCTs managed by TPIM, and the
service provided by TPIM to the Company.
Substantial Shareholdings
As at the date of this report no disclosures of major
shareholdings had been made to the Company under Disclosure and
Transparency rule 5 (Vote Holder and Issuer Notification
Rules).
Share Price Discount Policy
The Company has a share buy-back facility, committing to buy
back Shares at no more than a 5% discount to the prevailing NAV,
subject to the Directors' discretion, and approval by shareholders
at the AGM]. Shareholders should note that if they sell their
Shares within five years of subscription, they forfeit any tax
relief obtained. If you are considering selling your Shares, please
contact the Investment Manager on 020 7201 8989.
Purchase of Own Shares
During the year, the Company purchased for cancellation, 209,706
Venture Shares.
The Directors may exercise on behalf of the Company its powers
to purchase its own Shares to the extent permitted by Shareholders
and the articles of association.
Streamlined Energy and Carbon Reporting
The Company has outsourced operations to third parties and has
no significant greenhouse gas emissions from its direct operations
and so qualifies as a low energy user at under 40,000kWh and is
therefore exempt from disclosures on greenhouse gas emissions and
energy consumption.
During the year under review, the Company had investments in
renewable energy, through its investment in a hydroelectric
company. It also had investments in two companies which operate gas
fired energy centres. These investments have now been exited.
Share Capital
As at 28 February 2023 the Company's issued Share capital
amounted to 59,256,326, consisting of 9,777,285 A Shares of 1p
each, 6,758,795 B shares of 1p each and 42,720,246 Venture Shares
of 1p each. As at that date none of the issued Shares were held by
the Company as treasury Shares.
As at 7 June the Company's issued Share capital amounted to
51,270,715 Venture Shares of 1p each. As at that date none of the
issued Shares were held by the Company as treasury Shares.
There are no restrictions on the transfer of securities in the
Company other than the Company's Share Dealing Code and other
certain restrictions which may be impaired by law, for example, the
Market Abuse Regulation.
The Company is not aware of any agreements between holders of
securities that may result in restrictions on transferring
securities in the Company. There are no securities of the Company
carrying special rights with regards to the control of the Company
in issue.
Annual General Meeting
The 2022 annual general meeting will be held on 19 July
2023.
Amendment of Articles of Association
The Company's articles of association may be amended by the
members of the Company by special resolution (requiring a majority
of at least 75% of the persons voting on the relevant
resolution).
Appointment and Replacement of Directors
A person may be appointed as a Director of the Company by the
Shareholders in general meeting by ordinary resolution (requiring a
simple majority of the persons voting on the relevant resolution)
or by the Directors. No person, other than a Director retiring by
rotation or otherwise, shall be appointed or re-appointed a
Director at any general meeting unless he is recommended by the
Directors or, not less than seven nor more than 42 clear days
before the date appointed for the meeting, notice is given to the
Company of the intention to propose that person for appointment or
re-appointment in the form and manner set out in the Company's
articles of association.
Each Director who is appointed by the Directors (and who has not
been elected as a Director of the Company by the members at a
general meeting held in the interval since his appointment as a
Director of the Company) is to be subject to election as a Director
of the Company by the members at the first Annual General Meeting
of the Company following his or her appointment. Thereafter all
Directors are subject to re-election at each Annual General Meeting
of the Company.
A person also ceases to be a Director if he or she resigns in
writing, ceases to be a Director by virtue of any provision of the
Companies Act 2006, becomes prohibited by law from being a
Director, becomes bankrupt or is the subject of a relevant
insolvency procedure, or becomes of unsound mind, or if the Board
so decides following at least six months' absence without leave or
if he or she becomes subject to relevant procedures under the
mental health laws, as set out in the Company's articles of
association.
Powers of the Directors
Subject to the provisions of the Companies Act, the memorandum
and articles of association of the Company and any directions given
by Shareholders by special resolution, the articles of association
specify that the business of the Company is to be managed by the
Directors, who may exercise all the powers of the Company, whether
relating to the management of the business or not.
Conflicts of Interests
The Directors review the disclosure of conflicts of interest
quarterly, with changes reviewed and noted at the beginning of each
Board meeting. A Director who has a potential conflict of interest
has the interest authorised and acknowledged by the Board.
Procedures to disclose and authorise conflicts have been adhered to
throughout the year.
Directors' Responsibilities
The Directors confirm that:
-- so far as each of the Directors is aware there is no relevant
audit information of which the Company's auditor is unaware;
and
-- the Directors have taken all steps that they ought to have
taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the auditor is
aware of that information.
Auditor
BDO LLP is the appointed auditor of the Company and offer
themselves for reappointment. In accordance with section 489 (4) of
the Companies Act 2006 a resolution to reappoint BDO LLP as auditor
and to authorise the Directors to fix their remuneration will be
proposed at the forthcoming Annual General Meeting.
Going Concern
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for at least the next 12 months from the date
of approval of these financial statements. The Board receives
regular reports from the Investment Manager, and the Directors
believe that, as no material uncertainties leading to significant
doubt about going concern have been identified, it is appropriate
to continue to apply the going concern basis in preparing the
Financial Statements. Further information on the Going Concern of
the Company can be found in the Strategic report on pages 20 to 23
and note 2 to the financial statements on pages 87 to 90.
Annual Report
The Board is of the opinion that the Annual Report, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for Shareholders to assess the position,
performance, strategy and business model of the Company.
The Board recommends that the Annual Report, the Report of the
Directors and the Independent Auditor's Report for the year ended
28 February 2023 are received and adopted by the Shareholders. A
resolution concerning this will be proposed at the forthcoming
Annual General Meeting.
VCT Regulation
The Investment Policy is designed to ensure that the Company
continues to qualify and is approved as a VCT by HMRC. In order to
maintain its status under Venture Capital Trust legislation, a VCT
must comply on a continuing basis with the provisions of section
274 of the Income Tax Act 2007 as follows:
(1) the Company's income must be derived wholly or mainly from
shares and securities;
(2) at least 80% of the HMRC value of its investments must have
been represented throughout the year by shares or securities that
are classified as "qualifying holdings";
(3) at least 70% by HMRC value of its total qualifying holdings
must have been represented throughout the year by holdings of
"eligible shares";
(4) at least 30% of funds raised in accounting periods beginning
on or after 6 April 2018 must be invested in qualifying holdings by
the anniversary of the end of the accounting period in which funds
were raised;
(5) at the time of investment, or addition to an investment, the
Company's holdings in any one company must not have exceeded 15% by
HMRC value of its investments;
(6) the Company must not have retained greater than 15% of its
income earned in the year from shares and securities;
(7) the Company's shares throughout the year must have been
listed on a regulated European market;
(8) an investment in any company must not cause that company to
receive more than GBP5 million in State aid risk finance in the 12
months up to date of the investment, nor more than GBP12 million in
total (the limits are GBP10 million and GBP20 million respectively
for a "knowledge intensive" company);
(9) the Company must not invest in a company whose trade is more
than seven years old (ten years for a "knowledge intensive"
company) unless the company previously received State and risk
finance in its first seven years, or the company is entering a new
market and a turnover test is satisfied;
(10) the Company's investment in a company must not be used to
acquire another business, or shares in another company; and
(11) the Company may only make qualifying investments or certain
non-qualifying investments permitted by section 274 of the Income
Tax Act 2007.
Environment
The management and administration of the Company is undertaken
by the Investment Manager. TPIM recognises the importance of its
environmental responsibilities, monitors its impact on the
environment, and designs and implements policies to reduce any
damage that might be caused by its activities. Initiatives designed
to minimise the Company's impact on the environment include
recycling and reducing energy consumption.
Anti-bribery Policy
The Company will not tolerate bribery under any circumstances in
any transaction in which the Company is involved.
TPIM reviews the anti-bribery policies and procedures of all
portfolio companies.
Environmental, Social, Employee and Human Rights Issues
As the Company has no employees, it does not maintain specific
policies in relation to these matters. Due to the nature of the
Company's activities, there being no employees and only three
Non-Executive Directors, there are no Human Rights issues to
report. Its investment in a company engaged in energy generation
from renewable sources contributed to a reduction in carbon
emissions.
Diversity
The Board of Directors comprises one female and two male
Directors.
The Company does not have any employees or office space. As such
the Company does not operate a diversity policy with regards to any
administrative, management and supervisory functions.
Employees
The Company has no employees and accordingly no requirement to
separately report on this area.
The Investment Manager is an equal opportunities employer who
respects and seeks to empower each individual and the diverse
cultures, perspectives, skills and experiences within its
workforce. The Investment Manager places great importance on
company culture and the wellbeing of its employees and considers
various initiatives and events to support a positive work
environment.
Investment and Co-Investment
The Company co-invests with other venture capital trusts and
funds managed by TPIM.
Matters Covered in the Strategic Report
The information that fulfils the reporting requirements relating
to the following matters can be found on the pages identified.
Matter Page Reference
Future Developments 7 to 13
----------------
Financial risk management objectives 95 to 96
----------------
Information on exposure to price
risk, liquidity risk and cashflow
risk 20
----------------
Jane Owen
Chair
7 June 2023
Directors' Responsibility Statement
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with UK adopted
international accounting standards and applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
are required to prepare the Company financial statements in
accordance with UK adopted international accounting standards.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss for the Company for that period.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether they have been prepared in accordance with UK
adopted international accounting standards, subject to any material
departures disclosed and explained in the financial statements;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business;
-- prepare a Directors' report, a strategic report and
Directors' remuneration report which comply with the requirements
of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the
company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities. The Directors are
responsible for ensuring that the Annual Report and accounts, taken
as a whole, are fair, balanced, and understandable and provides the
information necessary for Shareholders to assess the Company's
performance, business model and strategy.
The Directors are responsible for ensuring the Annual Report and
the financial statements are made available on a website. Financial
statements are published on the company's website in accordance
with legislation in the United Kingdom governing the preparation
and dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and integrity
of the company's website is the responsibility of the Directors.
The Directors' responsibility also extends to the ongoing integrity
of the financial statements contained therein.
The Directors have delegated the hosting and maintenance of the
Company's website content to the Investment Manager and its
materials are published on the Triple Point website
www.triplepoint.co.uk . Legislation in the United Kingdom governing
the preparation and dissemination of Financial Statements may
differ from legislation in other jurisdictions.
Directors' responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
-- the financial statements have been prepared in accordance
with the applicable set of accounting standards , give a true and
fair view of the assets, liabilities, financial position and profit
and loss of the Company ; and
-- the Annual Report includes a fair review of the development
and performance of the business and the financial position of the
Company, together with a description of the principal risks and
uncertainties that they face .
On behalf of the Board.
Jane Owen
Chair
7 June 2023
Statement of Comprehensive Income
For the year ended 28 February 2023
28 February 2023 28 February 2022
------------------------------- -------------------------------
Note Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 4 213 - 213 235 - 235
Realised gains/(losses) on investment - 1,013 1,013 - (334) (334)
Investment holding (losses)/gains - (826) (826) - 7,453 7,453
Investment return/(loss) 213 187 400 235 7,119 7,354
--------- --------- --------- --------- --------- ---------
Investment management fees 5 113 1,014 1,127 403 135 538
Other expenses 6 638 - 638 774 774
Performance Fee 5 - - - - 1,066 1,066
751 1,014 1,765 1,177 1,201 2,378
--------- --------- --------- --------- --------- ---------
(Loss)/profit before taxation (538) (827) (1,365) (942) 5,918 4,976
--------- --------- --------- --------- --------- ---------
Taxation 9 - - - (58) (15) (73)
(Loss)/profit after taxation (538) (827) (1,365) (1,000) 5,903 4,903
--------- --------- --------- --------- --------- ---------
Other comprehensive income - - - - - -
Total comprehensive (loss)/income (538) (827) (1,365) (1,000) 5,903 4,903
--------- --------- --------- --------- --------- ---------
Basic & diluted earnings/(loss)
per Share (pence)
A Share 10 0.10p (2.93p) (2.83p) 0.46p (3.17p) (2.71)p
B Share 10 (1.44p) 33.75p 32.31p (1.04p) 1.35p 0.31p
Venture Share 10 (1.17p) (7.30p) (8.47p) (4.26p) 26.84p 22.57p
The total column of this statement is the Statement of
Comprehensive Income of the Company prepared in accordance with
UK-adopted International Financial Reporting Standards (IFRS). The
supplementary revenue return and capital columns have been prepared
in accordance with the Association of Investment Companies
Statement of Recommended Practice ("AIC SORP") in so far as it does
not conflict with IFRS.
All revenue and capital items in the above statement derive from
continuing operations.
This Statement of Comprehensive Income includes all recognised
gains and losses.
The loss on investment includes GBP2.1m of gains resulting from
prior year losses reversed on disposal. The realised gains are net
of GBP0.9m of losses realised this year on assets still to be
disposed of.
The accompanying notes on pages 87 to 97 form an integral part
of these statements
Balance Sheet
At 28 February 2023
Company No: 07324448
28 February 2023 28 February 2022
Note GBP'000 GBP'000
Non-current assets
Financial assets at fair value
through profit or loss 11 31,979 29,982
------------------- ------------------
Current assets
Receivables 13 667 276
Cash and cash equivalents 14 18,222 6,247
18,889 6,523
------------------- ------------------
Total assets 50,868 36,505
------------------- ------------------
Current liabilities
Payables and accrued expenses 15 7,035 1,265
Current taxation payable 16 15
7,051 1,280
------------------- ------------------
Net assets 43,817 35,225
=================== ==================
Equity attributable to equity
holders
Share capital 16 593 430
Share Premium 3,497 26,328
Share redemption reserve 9 7
Special distributable reserve 37,675 5,052
Capital reserve 3,780 4,607
Revenue reserve (1,737) (1,199)
Total equity 43,817 35,225
=================== ==================
Shareholders' funds
Net asset value per A Share 18 1.00p 13.25p
Net asset value per B Share 18 1.00p 57.69p
Net asset value per Venture Share 18 102.17p 113.55p
The statements were approved by the Directors and authorised for
issue on 7 June 2023 and are signed on their behalf by:
Jane Owen
Chair
7 June 2023
The accompanying notes on pages 87 to 97 form an integral part
of these statements.
Statement of Changes in Shareholders' Equity
For the year ended 28 February 2023
Share Special
Issued Share Redemption Distributable Capital Revenue
Capital Premium Reserve Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 28 February
2023
Opening balance 430 26,328 7 5,052 4,607 (1,199) 35,225
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Issue of Share capital 165 18,587 - - - - 18,752
Cost of issue of Shares - (461) - - - - (461)
Share buybacks (2) - 2 (211) - - (211)
Cancellation of Share
premium - (40,957) - 40,957 - - -
Dividends paid/payable - - - (8,123) - - (8,123)
Transactions with owners 163 (22,831) 2 32,623 - - 9,957
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Loss before taxation - - - - (827) (538) (1,365)
Taxation - - - - - - -
Loss after taxation - - - - (827) (538) (1,365)
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Other comprehensive
income - - - - - - -
Total comprehensive
loss for the period - - - - (827) (538) (1,365)
Balance at 28 February
2023 593 3,497 9 37,675 3,780 (1,737) 43,817
========== ========== ============= ================ ========== ========== =========
The Capital Reserve
consists of:
Investment holding
gains 4,445
Other realised losses (665)
3,780
----------
Share Special
Issued Share Redemption Distributable Capital Revenue
Capital Premium Reserve Reserve Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 28 February
2022
Opening balance 320 14,847 2 9,657 (1,296) (199) 23,331
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Issue of Share capital 115 11,821 - - - - 11,936
Cost of issue of Shares - (340) - - - - (340)
Share buybacks (5) - 5 (356) - - (356)
Dividends paid/payable - - - (4,249) - - (4,249)
Transactions with owners 110 11,481 - (4,605) - - 6,991
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Profit/(loss) before
taxation - - - - 5,918 (942) 4,976
Taxation - - - - (15) (58) (73)
Profit/(loss) after
taxation - - - - 5,903 (1,000) 4,903
---------- ---------- ------------- ---------------- ---------- ---------- ---------
Other comprehensive
income - - - - - - -
Total comprehensive
profit/(loss) for the
period - - - - 5,903 (1,000) 4,903
Balance at 28 February
2022 430 26,328 7 5,052 4,607 (1,199) 35,225
========== ========== ============= ================ ========== ========== =========
The Capital Reserve
consists of:
Investment holding
gains 5,272
Other realised losses (665)
4,607
----------
The capital reserve represents the proportion of Investment
Management fees charged against capital and realised/unrealised
gains or losses on the disposal/revaluation of investments. The
unrealised element of the capital reserve is not distributable.
The special distributable reserve was created on court
cancellation of the Share premium account. The revenue reserve,
realised capital reserve and special distributable reserve are
distributable by way of dividend.
At 28 February 2023 the total reserves available for
distribution under the Companies Act are GBP35,273,000 (2022:
GBP3,228,000). This consists of the special distributable reserve
less the realised capital loss and less the revenue loss.
At 28 February 2023 the total reserves available for
distribution under the VCT rules are GBP3,560,976 (2022:
GBP3,187,371). To maintain VCT status amounts in the special
distributable reserve are not distributable until after the 3rd
accounting period following the relevant allotments of Share
capital.
Statement of Cash Flows
For the year ended 28 February 2023
Year ended Year ended
28 February
28 February 2023 2022
GBP'000 GBP'000
Cash flows from operating activities
Profit/(loss) before taxation (1,365) 4,976
(Profit)/loss realised on investments during
the period (1,013) 334
(Gain)/loss arising on the revaluation of
investments at the period end 826 (7,453)
Adjustment for: Interest on cash deposits (66) -
Cash flow utilised in operations (1,618) (2,143)
(Increase)/decrease in receivables (391) 169
Increase in payables* (488) 806
Cash flow (utilised in)/operating activities (2,497) (1,168)
------------ -------------
Adjustment for non-cash items:
Increase/(decrease) in taxation 1 -
Net cash flows used in operating activities (2,496) (1,168)
------------ -------------
Cash flows from investing activities
Purchase of financial assets at fair value
through profit or loss (11,381) (8,988)
Disposal of financial assets at fair value
through profit or loss 9,570 3,961
Interest on cash deposits: 66
Net cash flows used in investing activities (1,745) (5,027)
------------ -------------
Cash flows from financing activities
Issue of Shares** 18,086 11,596
Buyback of Shares (211) (356)
Dividends paid (1,659) (4,249)
Net cash flows from financing activities 16,216 6,991
------------ -------------
Net increase in cash and cash equivalents 11,975 796
============ =============
Reconciliation of net cash flow to movements
in cash and cash equivalents
Cash and cash equivalents at 1 March 2022 6,247 5,451
Net increase in cash and cash equivalents 11,975 796
-------------
Cash and cash equivalents at 28 February
2023 18,222 6,247
------------ -------------
* Trade payables excluding dividend accrued
** Net of Share issue cost and dividend
re-investment
The accompanying notes on pages 87 to 97 form an integral part
of these statements.
Notes to the Financial Statements
1. Corporate Information
The Financial Statements of the Company for the year ended 28
February 2023 were authorised for issue in accordance with a
resolution of the Directors on 7 June 2023.
The Company applied for listing on the London Stock Exchange on
24 December 2010.
Triple Point VCT 2011 plc is incorporated and domiciled in Great
Britain and registered in England and Wales. The address of the
Company's registered office, which is also its principal place of
business, is 1 King William Street, London, EC4N 7AF.
The Company is required to nominate a functional currency, being
the currency in which the Company predominantly operates. The
functional and reporting currency is pounds sterling (GBP),
reflecting the primary economic environment in which the Company
operates.
The principal activity of the Company is investment. The
Company's investment strategy is to offer combined exposure to
cash, or cash-based funds and venture capital investments.
2. Basis of Preparation and Accounting Policies
Basis of Preparation
The Financial Statements of the Company for the year to 28
February 2023 have been prepared in accordance with UK-adopted
international accounting standards and the applicable legal
requirements of the Companies Act 2006 and comply with the
Statement of Recommended Practice: "Financial Statements of
Investment Trust Companies and Venture Capital Trusts" ("SORP")
issued by the Association of Investment Companies ("AIC") in July
2022.
The Financial Statements are prepared on a historical cost basis
except that investments are shown at fair value through profit or
loss ("FVTPL").
Going Concern
After making the necessary enquiries, the Directors confirm that
they are satisfied that the Company has adequate resources to
continue in business for at least 12 months from the date of
approval of these financial statements. The Board receives regular
reports from the Investment Manager and the Directors believe that,
as no material uncertainties leading to significant doubt about
going concern have been identified, it is appropriate to continue
to apply the going concern basis in preparing the Financial
Statements.
At the Balance Sheet date, the Company had a cash Balance of
GBP18.2 million. Following the period end, the Company has also
raised further capital of circa GBP9 million. Whilst 30% of this
new fund raise needs to be deployed in 12 months under VCT
legislation, this still leaves the Company a sufficient cash runway
to continue to meet its liabilities as they fall due. Other than
Investment Management fees & dividends, the Company has a low
level of non-discretionary cash outflows. Should cash flow come
under pressure, the Company has the option to suspend dividends and
negotiate deferral of investment management fees. The impact on the
business of the -Russia-Ukraine invasion is set out further in the
Chair's statement on pages 6 to 13 and Investment Manager's review
on pages 26 to 35 .
On this basis, the Directors believe the going concern basis is
and continues to be appropriate.
Critical Accounting Judgements and estimates
The preparation of Financial Statements in conformity with
UK-adopted IFRS requires management to make judgements, estimates
and assumptions that affect the application of policies and the
reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical
experience and various other factors believed to be reasonable
under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these judgements.
The estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities relate to:
-- the valuation of unlisted financial investments held at fair
value through profit or loss, which are valued on the basis noted
below (under the heading Non-Current Asset Investments) and in note
11;
-- the recognition or otherwise of accrued income on loan notes
and similar instruments granted to investee companies, which are
assessed in conjunction with the overall valuation of unlisted
financial investments as noted above; and
The key estimates made by Directors are in the valuation of
non-current assets and the assessment of unrealised losses. The
estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects
that period or in the period of revision and future periods if the
revision affects both current and future periods. The carrying
value of investments is disclosed in note 11.
Useful lives of the Company's Hydro investment are based on the
Investment Manager's estimates of the period over which the assets
will generate revenue which are periodically reviewed for continued
appropriateness. Climate Change may have an impact on the estimated
useful life of these assets. The actual useful lives may be a
shorter or longer period depending on the actual operating
conditions experienced by the asset.
The Directors do not believe that there are any further key
judgements made in applying accounting policies or estimates in
respect of the Financial Statements.
Accounting Policies
These accounting policies have been applied consistently in
preparing these Financial Statements.
New and amended standards and interpretations
A number of new standards and amendments to standards are
effective for the annual periods beginning after 1 January 2023.
None of these are expected to have a significant effect on the
measurement of the amounts recognised in the financial statements
of the Company. The Company intends to adopt the standards and
interpretations in the reporting period when they become effective
and the Board does not anticipate that the adoption of these
standards and interpretations in future periods will materially
impact the Company's financial results in the period of initial
application although there may be revised presentations to the
financial statements and additional disclosures.
New and amended standards and interpretations not applied
The relevant new and amended standards and interpretations that
are issued, but not yet effective, up to the date of issuance of
the Company's financial statements are disclosed below. These
standards are not expected to have a material impact on the entity
in future reporting periods and on foreseeable future
transactions.
Amendments to IAS 1: Classification of Liabilities as Current or
Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to
76 of IAS 1 to specify the requirements for classifying liabilities
as current or non-current. The amendments are effective for annual
reporting periods beginning on or after 1 January 2023.
Definition of Accounting Estimates - Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which
it introduces a definition of "accounting estimates". The
amendments are effective for annual reporting periods beginning on
or after 1 January 2023.
Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS
Practice Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS
Practice Statement 2 Making Materiality Judgements. The amendments
to IAS 1 are applicable for annual periods beginning on or after 1
January 2023.
Presentation of Statement of Comprehensive Income
In order better to reflect the activities of a Venture Capital
Trust, and in accordance with the guidance issued by the
Association of Investment Companies, supplementary information
which analyses the Statement of Comprehensive Income between items
of a revenue and capital nature has been presented alongside the
Income Statement.
Non-Current Asset Investments
The Company invests in financial assets with a view to profiting
from their total return through income and capital growth.
Consistent with the business model, these investments are managed,
and their performance is evaluated on a fair value basis.
Accordingly, upon initial recognition the investments are
classified by the Company as "at fair value through profit or loss"
in accordance with IFRS 9.
They are included initially at fair value, which is taken to be
their cost (excluding expenses incidental to the acquisition which
are written off in the Statement of Comprehensive Income and
allocated to "capital" at the time of acquisition). Subsequently
the investments are valued at "fair value" which is the price that
would be received to sell an asset or paid to transfer a liability
(exit price) in an orderly transaction between market participants
at the measurement date.
This is measured as follows:
Unlisted investments are fair valued by the Directors in
accordance with the International Private Equity and Venture
Capital Valuation Guidelines. Fair value is established by using
measurements of value such as calibrating to the initial cost of
investment, latest funding rounds for our Venture investments and
discounted cash flows.
The Board believe that those investments valued based on the
transaction price adjusted for business performance and market
indicators are done so because the transaction price is still
representative of fair value.
Where securities are classified upon initial recognition at fair
value through profit or loss, gains and losses arising from changes
in fair value are included in the Statement of Comprehensive Income
for the year as capital items in accordance with the AIC SORP 2022.
The profit or loss on disposal is calculated net of transaction
costs of disposal.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
The Company has taken the exemption permitted by IAS 28
"Investments in Associates and Joint Ventures" and IFRS 11 "Joint
Arrangements" for entities similar to investment entities and
measures its investments in associates and joint ventures at fair
value. The Directors consider an associate to be an entity over
which the Company has signi cant in uence, through an ownership of
between 20% and 50%. The Company's associates and joint ventures
are disclosed in note 12.
Income
Investment income includes interest earned on bank balances and
investment loans and includes income tax withheld at source.
Dividend income is shown net of any related tax credit and is
brought into account on the ex-dividend date.
Fixed returns on investment loans and debt are recognised on a
time apportionment basis so as to reflect the effective yield,
provided there is no reasonable doubt that payment will be received
in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses
are charged to revenue with the exception of the investment
management exit fee which has been charged to the capital account
and the investment management fee which was previously charged 75%
to the revenue account and 25% to the capital account to reflect,
in the Directors' opinion, the expected long-term split of returns
in the form of income and capital gains respectively from the
investment portfolio. From 1 March 2022, the investment management
fee has been charged 10% to the revenue account and 90% to the
capital account recognising the significant increase to the Venture
investments and the expected nature of returns from them.
The Company's general expenses are split between the Share
Classes using the net asset value of each Share Class divided by
the total net asset value of the Company.
Taxation
Corporation tax payable is applied to profits chargeable to
corporation tax, if any, at the current rate in accordance with IAS
12 "Income Taxes". The tax effect of different items of income/gain
and expenditure/loss is allocated between capital and revenue on
the "marginal" basis as recommended by the AIC SORP 2022.
In accordance with IAS 12, deferred tax is recognised using the
balance sheet method providing for temporary differences between
the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation purposes. A
deferred tax asset is recognised to the extent that it is probable
that future taxable profits will be available against which the
temporary difference can be utilised. Deferred tax is measured at
the tax rates that are expected to be applied to the temporary
differences when they reverse, based on the laws that have been
enacted or substantively enacted by the reporting date. The
Directors have considered the requirements of IAS 12 and do not
believe that any provision should be made.
Financial Instruments
The Company's principal financial assets are its investments and
the accounting policies in relation to those assets are set out
above. Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements
entered.
An equity instrument is any contract that evidences a residual
interest in the assets of the entity after deducting all of its
financial liabilities.
Where the contractual terms of share capital do not have any
terms meeting the definition of a financial liability then this is
classed as an equity instrument.
Financial assets and financial liabilities are recognised in the
Company's Statement of Financial Position when the Company becomes
a party to the contractual provisions of the instrument. At 28
February 2023 and 28 February 2022 the carrying amounts of cash and
cash equivalents, receivables, payables, accrued expenses and
short-term borrowings reflected in the financial statements are
reasonable estimates of fair value in view of the nature of these
instruments or the relatively short period of time between the
original instruments and their expected realisation.
Financial Assets
The classi cation of nancial assets at initial recognition
depends on the purpose for which the nancial asset was acquired and
its characteristics. All nancial assets are initially recognised at
fair value. All purchases of nancial assets are recorded at the
date on which the Company became party to the contractual
requirements of the nancial asset.
The Company's nancial assets principally comprise of investments
held at fair value and loans and receivables.
The company holds trade receivables with the objective to
collect the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest
method.
The Company's loan and equity investments are held at fair value
. Gains or losses resulting from the movement in fair value are
recognised in the Company's Statement of Comprehensive Income at
each valuation date.
Financial assets are recognised/derecognised at the date of the
purchase/disposal. Investments are initially recognised at cost,
being the fair value of consideration given. Transaction costs are
recognised in the Consolidated Statement of Comprehensive Income as
incurred.
Fair value is de ned as the amount for which an asset could be
exchanged between knowledgeable willing parties in an arm's length
transaction. Fair value is calculated on an unlevered, discounted
cash ow basis in accordance with IFRS 13 and IFRS 9.
Derecognition of nancial assets (in whole or in part) takes
effect:
-- when the Company has transferred substantially all the risks
and rewards of ownership; or
-- when the contractual right to receive cash ow has
expired.
Financial liabilities
Financial liabilities are classi ed according to the substance
of the contractual agreements entered into and are recorded on the
date on which the Company becomes party to the contractual
requirements of the nancial liability.
All loans and borrowings are initially recognised at cost, being
fair value of the consideration received, less issue costs where
applicable. After initial recognition, all interest-bearing loans
and borrowings are subsequently measured at amortised cost using
the effective interest rate method.
The Company's other nancial liabilities measured at amortised
cost include trade and other payables which are initially
recognised at fair value and subsequently measured at amortised
cost using the effective interest rate method.
A nancial liability (in whole or in part) is derecognised when
the Company has extinguished its contractual obligations, it
expires or is cancelled. Any gain or loss on derecognition is taken
to the Statement of Comprehensive Income.
Issued Share Capital
A Shares, B Shares and Venture Shares are classified as equity
because they do not contain an obligation to transfer cash or
another financial asset.
Issue costs associated with the allotment of Shares have been
deducted from the Share premium account in accordance with IAS
32.
The Company had no external debt at the reporting date;
consequently, all capital is represented by the value of Share
capital, distributable and other reserves. Total Shareholder equity
at 28 February 2023 was GBP50.07 million (2022: GBP35.17
million).
Cash and Cash Equivalents
Cash and cash equivalents representing cash available at less
than three months' notice are classified as Financial Assets at
amortised cost under IFRS 9.
Reserves
The revenue reserve (retained earnings) and capital reserve
reflect the guidance in the AIC SORP. The capital reserve
represents the proportion of Investment Management fees charged
against capital and realised/unrealised gains or losses on the
disposal/revaluation of investments.
The special distributable reserve was created on court
cancellations of the Share premium account, most recently and
during the financial year on 16 August 2022 in respect of the
Venture Share Class.
The revenue reserve, the portion of the capital reserve
representing realised capital profits and losses less unrealised
gains and the special distributable reserve are distributable by
way of dividend.
Foreign currencies
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies at the reporting date are translated at the foreign
exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in the Statement of
Comprehensive Income under Revenue or Capital column wherever
appropriate.
Dividends
Dividends payable are recognised as distributions in the nancial
statements when the Company's obligation to make payment has been
established.
3. Segmental Reporting
The Directors are of the opinion that the Company only has a
single operating segment of business, being investment
activity.
All revenues and assets are generated and held in the UK.
4. Investment Income
Year Ended 28 February 2023 Year Ended 28 February
2022
Total Total
GBP'000's GBP'000's
Interest receivable
on bank balance 34 3
Loan interest and
fixed deposit interest 179 232
213 235
Disclosure by Share Class is unaudited.
5. Investment Management Fees
TPIM provides investment management and administration services
to the Company under an Investment Management Agreement effective
23 September 2010 and a deed of variation to that agreement
effective 14 September 2018.
A Shares: The agreement provides for an investment management
fee of 2.00% per annum of net assets payable quarterly in arrear
for A Shares. For A Shares, the appointment shall continue for a
period of at least 6 years from the admission of those Shares.
B Shares: The agreement provides for an investment management
fee of 1.90% per annum of net assets payable quarterly in arrear
for B Shares. For B Shares, the appointment shall continue for a
period of at least 6 years from the admission of those Shares.
Venture: The agreement provides for an investment management fee
of 2.00% per annum of net assets payable quarterly in arrear for
Venture Shares. For Venture Shares, the appointment shall continue
for a period of at least 6 years from the admission of those
Shares.
Following a deed of variation to the Investment Management
agreement, dated 14 September 2018. An administration fee equal to
0.25% of the Company's NAV replaces the previously charged
GBP37,500 per annum.
Year ended 28 February 2023 Year ended 28 February 2022
--------------------------------- -----------------------------
Total Total
GBP'000 GBP'000
Investment
Management
Fees 1,127 538
Performance
Fees - 1,066
TPIM agreed not to charge their management fees from 1 January
2017 on the amounts invested in gas power projects, which
represents circa 75% of the B Share Class NAV, until these
investments started to generate income.
The total fee waived to date for the B Share Class is GBP496,000
.
Fees paid to the Investment Manager for administrative and other
services during the year was GBP100,000 (2022: GBP80,000).
The Investment Manager did not receive fees for services to
investee companies in the current or prior year.
6. Operating Expenses
All expenses are accounted for on an accruals basis.
Expenses are charged wholly to revenue, apart from management
fees which are charged 25% to capital and 75% to revenue, any
performance fees incurred are charged wholly to capital.
Transaction costs incurred when selling assets are written off to
the Income Statement in the period that they occur.
Operating expenses Year ended Year ended
28 February 2023 28 February 2022
Total Total
GBP'000 GBP'000
Financial and regulation
costs 136 68
General administration 23 111
Fees payable to the Company's
auditor for audit services 65 30
Fees payable to the Company's
auditor for audit-related
assurance services 13 21
Company secretarial services 22 18
Other professional fees 305 466
Directors' fees 70 60
Interest write-off 4 -
638 774
-------------------------------- ------------------ ------------------
The ongoing charges ratio for the Company for the year to 28
February 2023 was 3. 21 % (2022: 2.94%). Total annual running costs
are capped at 3.21% of the Company's net assets. The ratio is
calculated by dividing annualised ongoing charges by the average
net asset value in the period.
The annualised ongoing charges represented the total expense for
the year with the exclusion of performance and arrangement fees
payable by Triple Point Investment Management LLP.
Any excess will be met by Triple Point by way of a reduction in
future management fees.
As the B share class reached the total return of 100p, a portion
of the previously waived management fee became chargeable to the
investment manager during the financial year. This is excluded from
the ongoing charges ratio for the year as it relates to prior
periods.
VAT has been removed from the Audit fees and allocated to
General Administration expenses.
7. Auditor Remuneration
Fees paid to the Company's auditor, BDO LLP, are as follows:
Year ended 28 February
Year ended 28 February 2023 2022
--------------------------------- ------------------------
Total Total
GBP'000 GBP'000
Fees payable to the Company's
auditor:
for the audit
of the Financial
Statements 65 30
other services 13 21
78 51
During the year, BDO LLP were appointed to perform certain
agreed-upon procedures with regards to the Net Asset Value of the
Venture Fund as at 15 January 2023, as part of the Board's
consideration of the appropriateness of the issue price for the
most recent Venture Fund allotment.
8. Directors' Remuneration
Year ended 28 February
Year ended 28 February 2023 2022
Total Total
GBP'000 GBP'000
Jane Owen 24 23
Chad Murrin 19 18
Tim Clarke 7 18
Julian Bartlett 20 1
70 60
The only remuneration received by the Directors was their
Directors' fees. The Company has no employees other than the
Non-Executive Directors. The average number of Non-Executive
Directors in the year was three. Full disclosure of Directors'
remuneration is included in the Directors' Remuneration report.
9. Taxation
Year ended 28 February 2023 Year ended 28 February 2022
Total Total
GBP'000 GBP'000
Profit/(loss) on ordinary activities before tax (1,365) 4,976
Corporation tax @ 19% (259) 945
Effect of:
Utilisation of tax losses brought forward - -
Capital gains/(losses) not taxable (35) (1,335)
Dividends received not taxable - -
Disallowed expenditure 10 38
Unrelieved tax losses arising in the year (3) 1
Excess management expense on which deferred tax
not recognised 287 335
Derecognition of prior periods deferred tax asset - 89
Tax charge/(credit) for the period - 73
Capital gains and losses are exempt from corporation tax due to
the Company's status as a Venture Capital Trust. Deferred tax asset
of GBP906,157 (2022: GBP318,462) has not been recognised in the
year. A write down of deferred tax asset from prior period was not
required (2022: GBP89,675).
We note the UK's main rate of corporation tax will increase from
19% to 25% with effect from 1 April 2023.
10. Earnings per Share
The loss per A Share is 2.83p (2022: 2.71p) and is based on a
loss from ordinary activities after tax of GBP275,000(2022:
GBP269,000) and on the weighted average number of A Shares in issue
during the period of 9,777,285 (2022: 9,831,106).
The earnings per B Share is 32.31p (2022: 0.31p) and is based on
a profit from ordinary activities after tax of GBP2,183,000 (2022:
GBP21,000) and on the weighted average number of B Shares in issue
during the period of 6,758,795 (2022: 6,773,208).
The loss per Venture Share is 8.47p (2022: earnings of 22.57p)
and is based on a loss from ordinary activities after tax of
GBP3,273,000 (2021: profit GBP5,151,000) and on the weighted
average number of Venture Shares in issue during the period of
38,672,163 (2022: 22,816,854).
Both basic and diluted earnings per Share are the same.
Disclosure by Share Class is unaudited.
11. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
IFRS 13 requires disclosure of fair value measurement by level.
The level of fair value hierarchy within the nancial assets or
nancial liabilities is determined on the basis of the lowest level
input that is signi cant to the fair value measurement.
Financial assets and nancial liabilities are classi ed in their
entirety into only one of the following three levels:
Level 1: quoted prices on active markets for identical assets or
liabilities. The fair value of financial instruments traded on
active markets is based on quoted market prices at the balance
sheet date. A market is regarded as active where the market in
which transactions for the asset or liability takes place with
sufficient frequency and volume to provide pricing information on
an ongoing basis. The quoted market price used for financial assets
held by the Company is the current bid price.
Level 2: the fair value of financial instruments that are not
traded on active markets is determined by using valuation
techniques. These valuation techniques maximise the use of
observable inputs including market data where it is available
either directly or indirectly and rely as little as possible on
entity specific estimates. If all significant inputs required to
fair value an instrument are observable, the instrument is included
in level 2.
Level 3: the fair value of financial instruments that are not
traded on an active market (for example, investments in unquoted
companies) is determined by using valuation techniques such as
discounted cash flows. If one or more of the significant inputs is
based on unobservable inputs including market data, the instrument
is included in level 3.
There have been no transfers between these classifications in
the period. Any change in fair value is recognised through the
Statement of Comprehensive Income.
The portfolio of the Company is classified as level 3 and
further details of the types of investments are provided in the
Investment Manager's Review and Investment Portfolio on pages 26 to
35.
The Company's Investment Manager performs valuations of
financial items for financial reporting purposes, including level 3
fair values. Valuation techniques are selected based on the
characteristics of each instrument, with the overall objective of
maximising the use of market-based information. The International
Private Equity & Venture Capital Valuation Guidelines (IPEV
guidelines) provide a framework to support our valuations
techniques. Please refer to the Strategic report on page 28 for
further detail.
A 10% increase in investment valuations would result in an
increase in net assets of GBP3,198,000. A 10% decrease would result
in a decrease in net assets of GBP3,198,000.
Movements in level 3 investments held at fair value through the
profit or loss during the year to 28 February 2023 were as
follows:
Year ended 28 February
Year ended 28 February 2023 2022
Venture Venture
A Shares B Shares Shares Total A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Opening Cost 860 6,105 17,785 24,750 4,073 6,105 8,797 18,975
Opening
investment
holding
gains/(losses) (94) (2,040) 7,366 5,232 815 (2,131) 178 (1,138)
Opening fair
value at 1
March 2022 766 4,065 25,151 29,982 4,888 3,974 8,975 17,837
Purchases
at cost - - 11,381 11,381 - - 8,988 8,988
Disposal
proceeds (233) (6,656) (2,681) (9,570) (3,962) - - (3,962)
Adjustments
between Share
Classes (246) - 245 (1) - - - -
Realised
(loss)/gain
on disposal (130) 551 592 1,013 (334) - - (334)
Investment
holding
(losses)/gains (157) 2,040 (2,709) (826) 174 91 7,188 7,453
Closing fair
value at 28
February 2023 - - 31,979 31,979 766 4,065 25,151 29,982
Closing cost - - 27,512 27,512 860 6,105 17,785 24,750
Closing
investment
holding
gains/(losses) - - 4,467 4,467 (94) (2,040) 7,366 5,232
Given the nature of the Company's venture capital investments,
the changes in fair values of such investments recognised in these
Financial Statements are not considered to be readily convertible
to cash in full at the balance sheet date and accordingly any gains
or losses on these items are treated as unrealised.
Further details of the types of investments are provided in the
Investment Manager's review and investment portfolio on pages 26 to
35 and 40 to 51, and details of entities over which the VCT has
significant influence are included on pages 40 to 41.
12. Unconsolidated, associates and joint ventures
The principal undertakings in which the Company's interest at
the year-end is 20% or more are as follows:
Name Registered address Holding
Green Highland Shenval Q Court, 3 Quality Street, Edinburgh, EH4
Limited 5BP 22.09%
-- The investments are a combination of debt and equity.
-- Equity holding is equal to the voting rights.
-- The investment is held in the UK.
13. Receivables
28 February 2023 28 February 2022
Total Total
GBP'000 GBP'000
Accrued income - 22
Prepaid expenses 26 24
Other debtors* 641 230
667 276
*Other debtors relate to interest receivable on investment loans
as well as other receivables from disposal of investments
14. Cash and Cash Equivalents
Cash and cash equivalents comprise deposits with banks. Any
deposits over 90 days remain easily realisable through break
clauses and therefore are still recognised as cash equivalents
through liquidity. Of the amount of cash and cash equivalents of
GBP18.22m, GBP7.67m is with institutions rated A-2 and GBP10.55m
rated BBB.
GBP17.3m of deposits are held in an account in the name of the
investment manager but purely for Company purposes, as approved
under Board mandate. Since these are liquid funds controlled by the
Company they have been deemed cash.
15. Payables and Accrued Expenses
28 February 2023 28 February 2022
Total Total
GBP'000 GBP'000
Trade Creditors 50 257
Other taxation
and social security - 13
Accrued expenses
& deferred income 6,985 995
7,035 1,265
16. Share Capital
Year ended 28 February 2023
Venture
A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000
GBP0.01
Ordinary shares GBP0.01 each GBP0.01 each GBP0.01 each each
Allotted and fully paid
up
Brought forward 98 68 264 430
Shares issued - - 165 165
Shares repurchased - - (2) (2)
Carried forward 98 68 427 593
Total number
of shares 9,777,285 6,758,795 42,720,246 59,256,326
% of total capital 17% 11% 72% 100%
28 February 2022
Venture
A Shares B Shares Shares Total
GBP'000 GBP'000 GBP'000 GBP'000
GBP0.01
Ordinary shares GBP0.01 each GBP0.01 each GBP0.01 each each
Allotted and fully
paid up
Brought forward 100 68 152 320
Shares issued - - 115 115
Shares repurchased (2) - (3) (5)
98 68 264 430
Total number of
shares 9,777,285 6,758,795 26,445,431 42,981,511
% of total capital 22% 16% 62% 100%
Each Share Class has full voting, dividend and capital
distribution rights.
During the year 16,484,521 new Venture Shares were issued at an
average price of GBP1.11.
The gross consideration received was GBP 18.8 million (net
GBP18.4 million).
In the year Triple Point VCT 2011 plc repurchased 209,706
Venture Shares at nominal value totalling GBP211,000 representing
0.49%.
17. Financial Instruments and Risk Management
The Company's financial instruments comprise VCT qualifying
investments and non-qualifying investments, cash balances and
liquid resources including debtors and creditors. The Company holds
financial assets in accordance with its investment policy detailed
in the Strategic Report on pages 14 to 15.
The Investment Manager reports to the Board on a quarterly basis
and provides information to the Board which allows it to monitor
and manage nancial risks relating to its operations. The Company's
activities expose it to a variety of nancial risks including market
risk (comprising price risk, interest rate risk and foreign
currency risk), credit risk and liquidity risk.
Fixed Asset Investments (see note 11) are valued at fair value.
Unquoted investments are carried at fair value as determined by the
Directors in accordance with current venture capital industry
guidelines. The fair value of all other financial assets and
liabilities is approximated by their carrying value on the balance
sheet.
The Directors believe that where an investee company's
enterprise value, which is equivalent to fair value, remains
unchanged since acquisition that investment should continue to be
held at cost less any distribution or loan repayments received.
Where they consider the investee company's enterprise value has
changed since acquisition, that should be reflected by the
investment being held at a value measured using a discounted cash
flow model or a recent transaction price or a recent transaction
price adjusted for better or worse operating performance or market
factors.
In carrying out its investment activities, the Company is
exposed to various types of risk associated with the financial
instruments and markets in which it invests. The Company's approach
to managing its risks is set out below together with a description
of the nature of the financial instruments held at the balance
sheet date.
The following table discloses the financial assets and
liabilities of the Company in the categories defined by IFRS 9,
"Financial Instruments".
Financial Financial Fair value
Assets at Liabilities through
amortised held at amortised profit or
Total value cost cost loss
GBP'000 GBP'000 GBP'000 GBP'000
Year ended 28 February
2023
Assets:
Financial assets at
fair value through profit
or loss 31,979 - - 31,979
Receivables 667 667 - -
Cash and cash equivalents 18,222 18,222 - -
50,868 18,889 - 31,979
Liabilities:
Other Payables 7,037 - 7,037 -
7,037 - 7,037 -
Year ended 28 February
2022
Assets:
Financial assets at
fair value through profit
or loss 29,982 - - 29,982
Receivables 252 252 - -
Cash and cash equivalents 6,247 6,247 - -
36,481 6,499 - 29,982
Liabilities:
Other Payables 1,265 - 1,265 -
1,265 - 1,265 -
Market Risk
Price Risk
The Company's VCT qualifying investments are held in small and
medium-sized unquoted investments which, by their nature, entail a
higher level of risk and lower liquidity than investments in large
quoted companies. The Directors and Investment Manager aim to limit
the risk attached to the portfolio as a whole by careful selection
and timely realisation of investments, by carrying out rigorous due
diligence procedures and by maintaining a spread of holdings in
terms of industry sector.
The Board reviews the investment portfolio with the Investment
Manager on a regular basis. Details of the Company's investment
portfolio at the balance sheet date are set out on pages 40 to 41 .
Please refer to note 11 for sensitivity analysis performed.
Interest Rate Risk
Some of the Company's financial assets are interest bearing, of
which some are at fixed rates and some at variable rates. As a
result, the Company is exposed to interest rate risk arising from
fluctuations in the prevailing levels of market interest rates.
Investments made into qualifying holdings are part equity and
part loan. The loan element of investments totals GBP883,000 (2022:
GBP1,788,000) and is subject to fixed interest rates of between
21.6% and 29.5% for between 5 - 20 years and, as a result, there is
no cash flow interest rate risk. As the loans are held in
conjunction with equity and are valued in combination as part of
the enterprise value, fair value risk is considered part of market
risk.
The Company also has non-qualifying loan investments of
GBP171,500 (2022: GBP1,176,500) which carry interest rates between
7.75% and 13.5% for between 5 - 15 years.
The amounts held in variable rate investments at the balance
sheet date are as follows:
28 February 2023 28 February 2022
GBP'000 GBP'000
Cash on Deposit 18,222 6,247
18,222 6,247
An increase in interest rates of 1% per annum would not have a
material effect either on the revenue for the year or the net asset
value at 28 February 2023. The Board believes that in the current
economic climate a movement of 1% is reasonably possible.
Foreign Currency Risk
Foreign currency risk is de ned as the risk that the fair values
of future cash ows will uctuate because of changes in foreign
exchange rates. With the exception of Adfenix AB , whose investment
is denominated in Swedish Kroner (" SEK "), and Digital
Therapeutics Inc ( trading as Quit Genius ), Airly Inc, and Degreed
Inc , which are denominated in US dollars (" USD "), and Knok LDA,
whose investments are denominated in Euros, the Company's financial
assets and liabilities are in GBP. Substantially all of its
revenues and expenses are also denominated in GBP, except for the
aforementioned exceptions.
The Company does not consider the investments in Adfenix AB,
Digital Therapeutics Inc (t/a Quit Genius) Airly Inc, Degreed Inc
and Knok LDA to materially expose the Company to foreign currency
risk.
Credit Risk
Credit risk is the risk that a counterparty will fail to
discharge an obligation or commitment that it has entered into with
the Company. The Investment Manager and the Board carry out a
regular review of counterparty risk. The carrying value of the
financial assets represent the maximum credit risk exposure at the
balance sheet date.
28 February 28 February
2023 2022
GBP'000 GBP'000
Non-Qualifying investment
loans 172 1,501
Qualifying investment loans 883 1,788
Cash on Deposit 18,222 6,247
Receivables* 667 252
19,944 9,788
The Company's bank accounts are maintained with The Royal Bank
of Scotland plc ("RBS") and Cater Allen Private Bank. Should the
credit quality or financial position of RBS or Cater Allen
deteriorate significantly, the Investment Manager will move the
cash holdings to another bank.
Credit risk arising on unquoted loan stock held within unlisted
investments is considered to be part of Market risk as disclosed
above.
Liquidity Risk
The Company's financial assets include investments in unquoted
equity securities which are not traded on a recognised stock
exchange and which are illiquid. As a result, the Company may not
be able to realise some of its investments in these instruments
quickly at an amount close to their fair value in order to meet its
liquidity requirements.
The Company's liquidity risk is managed on a continuing basis by
the Investment Manager in accordance with policies and procedures
laid down by the Board. The Company's overall liquidity risks are
monitored by the Board on a quarterly basis.
The Board maintains a liquidity management policy where cash and
future cash flows from operating activities will be sufficient to
pay expenses. At 28 February 2023 cash held by the Company amounted
to GBP18.2 million.
18. Net Asset Value per Share
The net asset value per Share for the A Shares is 1.00p (2022:
13.25p) and is calculated based on net assets of GBP94,000 (2022:
GBP1,291,000) divided by the 9,777,285 A Shares in issue.
The net asset value per Share for the B Shares is 1.00p (2022:
57.69p) and is calculated on net assets of GBP69,000 (2022:
GBP3,903,000) divided by the 6,758,795 B Shares in issue.
The net asset value per Share for the Venture Shares is 102.17p
(2022: 113.55p) and is calculated based on net assets of
GBP43,654,000 (2022: GBP30,031,000) divided by the 42,720,246
Venture Shares in issue.
19. Commitments and Contingencies
There were no commitments or contingencies in place at the end
of the financial year.
20. Relationship with Investment Manager
During the period, TPIM received GBP1,226,730 (2022: GBP538,265)
(which has been expensed by the Company) for providing management
and administrative services to the Company.
The Investment Manager charged GBP18,000 excluding VAT (2022:
GBP15,000) for the provision of Company Secretarial services.
At the Balance Sheet date, the total fees which have been waived
by the Investment Manager stood at GBP750,000 (2022:
GBP745,300).
During the period, TPIM received GBPnil (2022: GBP127,105) in
relation to performance-related incentive fees from the A Share
Class.
During the period, TPIM received GBPnil (2022: GBP198,000) of
arrangement fees on Venture investments.
In addition, TPIM received GBP335,880 (2022: GBP200,000) of
arrangement fees on Venture Share allotments during the year.
21. Ultimate controlling party
In the opinion of the Board, on the basis of the shareholdings
advised to them, the Company has no ultimate controlling party.
22. Related Party Transactions
The Directors Remuneration Report on page 67 discloses the
Directors' remuneration and shareholdings and transactions with the
Investment Manager are disclosed in Note 20.
23. Post Balance Sheet Events
The following events occurred between the balance sheet date and
the signing of these financial statements:
-- Final returns to the A and B shareholders totalling
GBP0.92million and GBP5.4million respectively were distributed
after the year end and these share classes no longer exist.
-- 5.8 million Venture Shares were issued on 20 March 2023 at an
allotment price of 104.87p under the Offer closing on 28 July
2023.
-- GBP0.3 million additional consideration was received on 30
March 2023 from the sale of Credit Kudos.
-- 2.1 million Venture Shares were issued on 4 April 2023 at an
allotment price of 105.22 under the Offer closing on 28 July
2023.
-- 0.4 million Venture Shares were issued on 5 April 2023 at an
allotment price of 105.26 pence under the Offer which closing on 28
July 2023.
-- 0.1 million Venture Shares were issued on 25 April 2023 at an
allotment price of 105.09 pence per share.
-- 3 new Venture Share Class investments completed totalling GBP4.2 million.
-- 4 Venture Share Class follow-on investment completed totalling GBP0.87 million.
Unaudited Non-Statutory Analysis of - The A Share Fund
Statement of Comprehensive Year ended 28 February Year ended 28 February
Income 2023 2022
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 24 - 24 209 - 209
Realised loss - (130) (130) - (334) (334)
Investment holding
gain/(loss) - (156) (156) - 174 174
Investment return 24 (286) (262) 209 (160) 49
Investment management
fees - - - (74) (25) (99)
Other expenses (13) - (13) (92) (127) (219)
Profit/(loss) before
taxation 11 (286) (275) 43 (312) (269)
Taxation - - - - - -
Profit/(loss) after
taxation 11 (286) (275) 43 (312) (269)
Profit/(loss) and
total comprehensive
income 11 (286) (275) 43 (312) (269)
Basic and diluted
earnings per share 0.10p (2.93p) (2.83p) 0.46p (3.17p) (2.71p)
Balance Sheet 28 February 2023 28 February 2022
GBP'000 GBP'000
Non-current assets
Financial assets at
fair value through
profit or loss - 766
Current assets
Receivables 20 228
Cash and cash equivalents 996 433
1,016 661
Current liabilities
Payables (921) (74)
Corporation Tax - (62)
Net assets 94 1,291
Equity attributable to equity
holders 94 1,291
Net asset value per
share 1.00p 13.25p
Statement of Changes
in Shareholders' Equity
28 February
28 February 2023 2022
GBP'000 GBP'000
Opening Shareholders'
funds 1,291 5,216
Purchase of own Shares - (81)
Profit/(loss) for
the year (275) (269)
Dividend paid/payable (921) (3,575)
Closing Shareholders'
funds 94 1,291
Unaudited Non-Statutory Analysis of - The A Share Fund
Investment Portfolio
28 February 2023 28 February 2022
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying holdings - - - - 860 66.51 533 44.45
Non-Qualifying holdings - - - - - - 233 19.43
Financial assets at fair
value through profit or loss - - - - 860 66.51 766 63.89
Cash and cash equivalents 996 100.00 996 100.00 433 33.49 433 36.11
996 100.00 996 100.00 1,293 100.00 1,199 100.00
Qualifying Holdings
Unquoted
Hydroelectric Power
Green Highland Shenval Ltd - - - - 860 66.51 533 44.45
- - - - 860 66.51 533 44.45
28 February 2023 28 February 2022
Cost Valuation Cost Valuation
Non-Qualifying Holdings GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted
SME Funding:
Hydroelectric Power
Broadpoint 3 Ltd - - - - - - 233 19.43
- - - - - - 233 19.43
Unaudited Non-Statutory Analysis of - The B Share Fund
Statement of Comprehensive Year ended 28 February
Income 2023 Year ended 28 February 2022
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 7 - 7 - - -
Realised gain/(loss) 551 551 - - -
Investment holding
gain/(loss) - 2,040 2,040 - 91 91
Investment return 7 2,591 2,598 - 91 91
Investment management
fees (35) (310) (345) - - -
Other expenses (70) - (70) (86) - (86)
Profit/(loss) before
taxation (98) 2,281 2,183 (86) 91 5
Taxation - - - 16 - 16
Profit/(loss) after
taxation (98) 2,281 2,183 (70) 91 21
(Loss)/profit and
total comprehensive
Income (98) 2,281 2,183 (70) 91 21
Basic and diluted
(loss)/earnings per
share (1.44p) 33.75p 32.31p (1.04p) 1.35p 0.31p
Balance Sheet 28 February 2023 29 February 2022
GBP'000 GBP'000
Non-current assets
Financial assets
at fair value through
profit or loss - 4,065
Current assets
Receivables - 3
Corporation Tax - 47
Cash and cash equivalents 5,788 (31)
5,788 19
Current liabilities
Payables (5,719) (181)
Net assets 69 3,903
Equity attributable to equity
holders 69 3,903
Net asset value per
share 1.00p 57.69p
Statement of Changes
in Shareholders' Equity 28 February 2023 28 February 2022
GBP'000 GBP'000
Opening Shareholders'
funds 3,903 3,907
Share buybacks - (25)
Profit/(loss) for
the year 2,183 21
Dividend paid/payable (6,017) -
Closing Shareholders'
funds 69 3,903
Unaudited Non-Statutory Analysis of - The B Share Fund
Investment Portfolio 28 February 2023 28 February 2022
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted qualifying holdings - - - - 5,100 83.96 2,969 73.60
Non-Qualifying holdings - - - - 1,005 16.55 1,096 27.17
Financial assets at fair
value through profit or
loss - - - - 6,105 100.51 4,065 100.77
Cash and cash equivalents 5,788 100.00 5,788 100.00 (31) (0.51) (31) (0.77)
5,788 100.00 5,788 100.00 6,074 100.00 4,034 100.00
Qualifying Holdings
Unquoted
Gas Power
Distributed Generators Ltd - - - - 3,200 52.68 1,925 47.72
Green Peak Generation Ltd - - - - 1,900 31.28 1,044 25.88
- - - - 5,100 83.96 2,969 73.60
Investment Portfolio 28 February 2023 28 February 2022
Cost Valuation Cost Valuation
Non-Qualifying Holdings GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted
SME Funding
Hydroelectric Power
Broadpoint 3 Ltd - - - - 1,005 16.55 1,096 27.17
- - - - 1,005 16.55 1,096 27.17
Unaudited Non-Statutory Analysis of - The Venture Fund
Statement of Comprehensive Year ended 28 February Year ended 28 February
Income 2023 2022
Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment income 182 - 182 26 - 26
Realised gain - 592 592
Investment holding gain/(loss) - (2,709) (2,709) - 7,188 7,188
Investment return 182 (2,117) (1,935) 26 7,188 7,214
Investment management
fees (79) (704) (783) (329) (110) (439)
Other expenses (555) - (555) (596) - (596)
Performance Fee - - - - (939) (939)
Profit/(loss) before
taxation (452) (2,821) (3,273) (899) 6,139 5,240
Taxation - - - (74) (15) (89)
Profit/(loss) after
taxation (452) (2,821) (3,273) (973) 6,124 5,151
Profit/(loss) and total
comprehensive income (452) (2,821) (3,273) (973) 6,124 5,151
Basic and diluted (loss)/gain
per share (1.17p) (7.30p) (8.47p) (4.26p) 26.84p 22.57p
Balance Sheet 28 February 2023 28 February 2022
GBP'000 GBP'000
Non-current assets
Financial assets at
fair value through profit
or loss 31,979 25,151
Current assets
Receivables 649 45
Cash and cash equivalents 11,438 5,845
12,087 5,890
Current liabilities
Payables (396) (1,010)
Corporation tax (16)
Net assets 43,654 30,031
Equity attributable to equity
holders 43,654 30,031
Net asset value per
share 102.17p 113.55p
Statement of Changes
in Shareholders' Equity
28 February 2023 28 February 2022
GBP'000 GBP'000
Opening Shareholders'
funds 30,031 14,208
Issue of new Shares 18,291 11,596
Share buyback & cancellation (211) (250)
Profit/(loss) for the
year (3,273) 5,151
Dividend paid (1,184) (674)
Closing Shareholders'
funds 43,654 30,031
Unaudited Non-Statutory Analysis of - The Venture Fund
Investment
Portfolio 28 February 2023 28 February 2022
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Unquoted
qualifying
holdings 27,111 69.48 31,498 72.55 17,314 73.27 24,667 79.58
Non-Qualifying
holdings 471 1.20 481 1.11 471 1.99 484 1.56
Financial assets
at fair value
through profit
or loss 27,582 70.68 31,979 73.66 17,785 75.26 25,151 81.14
Cash and cash
equivalents 11,438 29.32 11,438 26.34 5,845 24.74 5,845 18.86
39,020 100.00 43,417 100.00 23,630 100.00 30,996 100.00
Qualifying
Holdings
Unquoted
Venture
Investments
Vyne Technologies
Ltd 1,752 4.49 3,233 7.45 1,127 4.77 3,725 12.02
Ably Real Time
Ltd 1,312 3.36 3,153 7.26 1,312 5.55 3,153 10.17
Digital
Therapeutics
Inc (t/a Quit
Genius) 1,245 3.19 2,565 5.91 1,245 5.27 2,755 8.89
Ryders 1,988 5.10 1,988 4.58 1,000 4.23 1,000 3.23
Veremark 910 2.33 1,529 3.52 450 1.90 471 1.52
AeroCloud 1,500 3.85 1,500 3.45
Heydoc Ltd 760 1.95 1,374 3.16 760 3.22 1,374 4.43
Counting Ltd (t/a
Counting Up) 920 2.36 1,044 2.40 920 3.89 835 2.69
Scan.com 800 2.05 1,000 2.30 - - - -
OutThink 1,000 2.56 1,000 2.30 - - - -
PetsApp 1,000 2.56 1,000 2.30 - - - -
Biorelate 1,000 2.56 1,000 2.30 - - - -
Airly 987 2.53 999 2.30 - - - -
Pixie 915 2.35 915 2.11 915 3.87 915 2.95
Tickitto 1,000 2.56 800 1.84 1,000 4.23 1,000 3.23
Knok Healthcare 513 1.32 640 1.47 513 2.17 513 1.66
Adfenix AB 799 2.05 638 1.47 799 3.38 673 2.17
SonicJobs 450 1.15 638 1.47 450 1.90 450 1.45
Konfir 500 1.28 519 1.20 - - - -
Crowd Data 500 1.28 500 1.15 - - - -
MWS Technology
Ltd 150 0.38 441 1.02 150 0.63 353 1.14
Nook 343 0.88 438 1.01 250 1.06 250 0.81
Degreed Inc. 300 0.77 432 1.00 300 1.27 533 1.72
Exate 500 1.28 400 0.92 500 2.12 400 1.29
Rhubarb 400 1.03 400 0.92 - - - -
Stepex 499 1.28 399 0.92 499 2.11 499 1.61
Ramp 308 0.79 308 0.71 - - - -
Localz 750 1.92 300 0.69 750 3.17 750 2.42
Konstructly 300 0.77 300 0.69 - - - -
Visibly Tech 300 0.77 300 0.69 - - - -
Green Highland
Shenval* 246 0.63 292 0.67
Kamma 500 1.28 200 0.46 500 2.12 250 0.81
Catalyst 224 0.58 224 0.52 224 0.95 224 0.72
Learnerbly 200 0.51 200 0.46 200 0.85 200 0.65
Artifical Artists 150 0.38 150 0.35 150 0.63 120 0.39
Seedata 150 0.38 150 0.35 150 0.63 150 0.48
Trumpet 120 0.31 120 0.29 - - - -
Expression
Insurance 1,000 2.56 118 0.27 500 2.12 681 2.20
Augnet Ltd 300 0.77 100 0.23 300 1.27 - -
Sealit 200 0.51 100 0.23 200 0.85 180 0.58
Bkwai 250 0.64 91 0.21 250 1.06 170 0.55
Homelyfe Limited
(t/a Aventus) 70 0.18 - - 700 2.96 - -
Credit Kudos - - - - 500 2.12 2,518 8.12
Anorak - - - - 700 2.96 525 1.69
27,111 69.48 31,498 72.55 17,314 73.27 24,667 79.58
Investment Portfolio 28 February 2023 28 February 2022
Cost Valuation Cost Valuation
GBP'000 % GBP'000 % GBP'000 % GBP'000 %
Non-Qualifying
Holdings
Unquoted
Other
Modern Power Generation
Ltd 471 1.21 481 1.11 471 1.99 484 1.56
471 1.21 481 1.11 471 1.99 484 1.56
*Green Highland Shenval Ltd was transferred from the A share
class to the Venture share class in November 2022 following a
valuation adjustment. It was acquired by the company in February
2017 for GBP860k.
Shareholder Information
Board
Jane Owen (Chair)
Julian Bartlett
Chad Murrin
Company Secretary and Registered Office:
Hanway Advisory Limited
1 King William Street
London EC4N 7AF
Registered Number
07324448
FCA Registration number
659605
Investment Manager and Administrator
Triple Point Investment Management LLP
1 King William Street
London EC4N 7AF
Tel: 020 7201 8989
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London SE1 9BG
Registrars
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS13 8AE
VCT Taxation Advisers
Philip Hare & Associates LLP
6 Snow Hill,
London,
England,
EC1A 2AY
Bankers
The Royal Bank of Scotland plc
54 Lime Street
London EC3M 7NQ
Adviser (Venture Investments)
Shoosmiths LLP
1 Bow Churchyard
London EC4M 9DQ
Financial Calendar
Key Events Date
Annual General Meeting 17 July 2023
Financial half-year end 31 August 2023
Announcement of half-year results 19 October 2023
Financial year end 28 February 2024
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END
FR EAKKXELNDEFA
(END) Dow Jones Newswires
June 08, 2023 02:00 ET (06:00 GMT)
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