Crown Place VCT PLC: Half-yearly Financial Report
Crown Place VCT PLC
LEI number: 213800SYIQPA3L3T1Q68
As required by the UK Listing Authority's
Disclosure Guidance and Transparency Rule 4.2, Crown Place VCT PLC
(the “Company”) today makes public its information relating to the
Half-yearly Financial Report (which is unaudited) for the six
months to 31 December 2023. This announcement was approved by the
Board of Directors on 28 February 2024.
The full Half-yearly Financial Report for the
period to 31 December 2023 will shortly be sent to shareholders and
will be available on the Albion Capital Group LLP website by
clicking www.albion.capital/funds/CRWN/31Dec23.pdf.
Investment policy
The Company invests in a broad portfolio of
smaller, unquoted growth businesses across a variety of sectors
including higher risk technology companies. Investments take the
form of equity or a mixture of equity and loans.
Whilst allocation of funds is determined by the
investment opportunities which are available, efforts are made to
ensure that the portfolio is diversified both in terms of sector
and stage of maturity of investee businesses. Funds held pending
investment or for liquidity purposes will be held principally as
cash on deposit.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses
within Venture Capital Trust qualifying industry sectors using a
mixture of securities, as permitted. The maximum amount which the
Company will invest in a single portfolio company is 15% of the
Company's assets at cost thus ensuring a spread of investment risk.
The value of an individual investment may increase over time as a
result of trading progress and it is possible that it may grow in
value to a point where it represents a significantly higher
proportion of total assets prior to a realisation opportunity being
available.
The Company's maximum exposure in relation to
gearing is restricted to the amount of its adjusted share capital
and reserves. The Directors do not have any intention of utilising
long-term gearing.
Financial calendar
Record date for second dividend |
8 March 2024 |
|
|
Payment date of second dividend |
28 March 2024 |
|
|
Financial year end |
30 June 2024 |
Financial summary
Movements in net asset value
|
Six months ended |
Six months ended |
Year ended |
|
31 December 2023 |
31 December 2022 |
30 June 2023 |
|
(pence per share) |
(pence per share) |
(pence per share) |
Opening net asset value |
33.13 |
33.70 |
33.70 |
Capital (loss)/return |
(1.39) |
(1.20) |
0.92 |
Revenue return |
0.10 |
0.06 |
0.13 |
Total (loss)/return |
(1.29) |
(1.14) |
1.05 |
Dividends paid |
(0.83) |
(0.84) |
(1.63) |
Impact from share capital movements |
0.02 |
0.07 |
0.01 |
Closing net asset value |
31.03 |
31.79 |
33.13 |
|
|
Total shareholder
value |
Pence per share |
Shareholder return from
launch to April 2005: |
|
Total dividends paid to 6 April
2005(i) |
24.93 |
Decrease in net asset value |
(56.60) |
Total shareholder return to 6 April 2005 |
(31.67) |
|
|
Shareholder return from
April 2005 to 31 December 2023
(period that Albion Capital has been investment
manager): |
|
Total dividends paid |
44.08 |
Decrease in net asset value |
(12.37) |
Total shareholder return from April 2005 to 31 December 2023 |
31.71 |
|
|
Shareholder value since
launch: |
|
Total dividends paid to 31
December 2023(i) |
69.01 |
Net asset value as at 31 December 2023 |
31.03 |
Total shareholder value as at 31 December 2023 |
100.04 |
|
|
Notes
(i) Prior to
6 April 1999, Venture Capital Trusts were able to add 20% to
dividends and figures for the period up until 6 April 1999 are
included at the gross equivalent rate actually paid to
shareholders.
In addition to the dividends above, the Board
has declared a second dividend for the year ending 30 June 2024 of
0.78 pence per share to be paid on 28 March 2024 to shareholders on
the register on 8 March 2024. Further details on the dividends paid
by the Company can be found at www.albion.capital/funds/CRWN under
‘Dividend History’.
Interim management report
Results
In the six-month period to 31 December 2023, your Company delivered
a total loss of 1.29 pence per share, representing a 3.9% decrease
on the opening net asset value. This is a result of the difficult
macroeconomic and geopolitical backdrop currently being faced.
Despite the ongoing uncertainty, the Board remains encouraged by
the prospects of the portfolio.
Following the payment of the 0.83 pence per
share dividend during the period, the net asset value as at 31
December 2023 was 31.03 pence per share (30 June 2023: 33.13 pence
per share).
Portfolio review
The total net loss on investments for the six months to 31 December
2023 was £3.2 million (31 December 2022: loss of £2.4 million). Our
two hydro renewable energy assets, Chonais River Hydro and
Gharagain River Hydro saw their valuations decrease by £1.1 million
and £0.3 million respectively after a reduction in the forecast
annual energy generation based on historic production. The
challenging economic environment and the general decline in
comparable market prices across the technology sector has resulted
in the valuations of some of the technology and healthcare
companies in the portfolio falling, including: a £0.6 million
decrease in Threadneedle Software Holding (T/A Solidatus); and a
£0.4 million decrease in Healios. These were partially offset by
uplifts of £0.3 million in Oviva and £0.3 million in Proveca.
During the period the Company made a partial
disposal of its holding in Quantexa, delivering 9.4 times return on
its weighted average cost on the shares sold. It also sold its
investment in Ophelos, delivering a return of 2.1 times cost.
Further information and other realisations in the period can be
found in the realisations table below.
During the period, the Company deployed a total
of £4.9 million into new and existing investments (31 December
2022: £7.5 million), with £1.7m representing investments into five
new portfolio companies, as listed below:
• £0.7
million into OpenDialog AI, which allows organisations to create
and deploy AI powered chatbots and virtual assistants in a no-code
environment, to allow for conversational experiences with customers
and employees across a variety of communication channels;
• £0.4 million into GridCog
International, a SaaS platform which provides project modelling
software to plan, track and optimise Distributed Energy Resources
(DERs) across multiple sites and asset types integrated
together;
• £0.4 million into Phasecraft,
which develops new algorithms to make use of early quantum
computers for materials science problems;
• £0.1 million into Kennek
Solutions, a vertical end to end software for non-bank lenders that
allows them to manage the full value chain of lending in a single
platform; and
• £0.1 million into Mondra
Global, a provider of a proprietary environmental digital twin to
automate environmental product Lifecycle Assessments (LCA),
allowing global retailers to measure, manage and reduce carbon
emissions in their supply chains.
Further investments were made into a number of
existing portfolio companies to support their continuing growth,
most notably: £0.6 million into Panaseer, a provider of cyber
security services; and £0.6 million into Gravitee TopCo (T/A
Gravitee.io), an API management platform.
Further details of the portfolio of investments
can be found below.
Investment portfolio by
sector
The chart at the end of this announcement illustrates the
composition of the portfolio by industry sector as at 31 December
2023.
Change of Auditor
As announced on 30 October 2023, following a formal audit tender
process, the Company appointed Johnston Carmichael LLP (“Johnston
Carmichael”) as Auditor with immediate effect. Johnston Carmichael
will conduct the audit of the Annual Report and Financial
Statements for the year ended 30 June 2024.
The Company and the Manager would like to
express their appreciation and gratitude to BDO for its diligent
service over the last 16 years.
Board composition
On 22 November 2023, Penny Freer retired from the Board and I
became Chairman. I would like to thank Penny for her invaluable
contribution, guidance and leadership throughout her time as
Director, and wish her well in her future endeavours.
As part of the Board’s succession planning, we
were pleased to welcome Tony Ellingham as a Director on 1 September
2023 and with effect from 22 November 2023 Tony became the Audit
& Risk Committee Chairman. Tony brings extensive finance
experience with excellent knowledge of regulatory reporting,
particularly with public companies.
Dividends
In line with the variable dividend policy targeting an annual
dividend yield of 5% on the prevailing net asset value, the first
dividend for the current financial year of 0.83 pence per share was
paid on 30 November 2023. A second dividend of 0.78 pence per share
will be paid on 28 March 2024 to shareholders on the register on 8
March 2024, being 2.5% of the 31 December 2023 net asset value.
Risks and uncertainties
The Company faces a number of significant risks including high
interest rates, high levels of inflation, the ongoing impact of
geopolitical tensions and an expected period of low economic growth
in the UK. Our investment portfolio, while concentrated principally
in the technology and healthcare sectors, remains diversified in
terms of both sub-sector and stage of maturity. As well as this,
the Manager is continually assessing the exposure to these risks
for each portfolio company and mitigating actions, where possible,
are being implemented.
In accordance with the Disclosure Guidance and
Transparency Rules (“DTR”) 4.2.7, the Board confirms that the
principal risks and uncertainties facing the Company have not
materially changed from those identified in the Annual Report and
Financial Statements for the year ended 30 June 2023. There remains
high levels of uncertainty but this has not changed the nature of
the principal risks. The Board considers that the present processes
for mitigating those risks remain appropriate.
The principal risks faced by the Company are:
• Investment,
performance, technology and valuation risk;
• VCT approval and
regulatory change risk;
• Regulatory and
compliance risk;
• Operational and
internal control risk;
• Cyber and data
security risk;
• Economic and
political risk;
• Environmental,
social and governance (“ESG”) risk; and
• Liquidity
risk.
A detailed explanation of the principal risks
facing the Company can be found in the Annual Report and Financial
Statements for the year ended 30 June 2023 on pages 23 to 25,
copies of which are available on the Company’s webpage on the
Manager’s website at www.albion.capital/funds/CRWN under the
‘Financial Reports and Circulars’ section.
Share buy-backs
It remains the Board’s primary objective to maintain sufficient
resources for investment in existing and new portfolio companies
and for the continued payment of dividends to shareholders. The
Board’s policy is to buy back shares in the market, subject to the
overall constraint that such purchases are in the Company’s
interest, and it is the Board’s intention for such share buy-backs
to be in the region of a 5% discount to net asset value, so far as
market conditions and liquidity permit.
During the period, the Company bought back a
total of 4,068,839 shares, of which 2,502,101 shares are held in
treasury and 1,566,738 shares have been cancelled. This was at a
total cost of £1,265,000.
Transactions with the
Manager
Details of the transactions that took place with the Manager in the
period can be found in note 5.
Albion VCTs Top Up Offers
Your Board, in conjunction with the Boards of
four other VCTs managed by Albion Capital Group LLP, published a
Prospectus Top Up Offer of new Ordinary Shares on 15 December 2023.
The Offer launched to applications on 2 January 2024 and is
expected to close no later than 30 September 2024 (unless fully
subscribed by an earlier date or previously closed). The amount
targeted to be raised by the Company is £7.5 million.
Move to electronic
communications
The Board wishes to minimise the environmental impact of how the
Company communicates with its shareholders. With this in mind,
those shareholders that continue to receive physical copies of the
Annual Report and other documentation, will receive a letter
alongside this Half-Yearly Financial Report explaining the
forthcoming move to electronic communications.
Outlook and prospects
The Board remains encouraged by the longer-term prospects for our
portfolio companies. The elevated interest rate environment and
ongoing geopolitical tensions, and their impact on corporate
investment, will likely continue to weigh on the performance of the
portfolio in the short-term, however we also expect the continuing
technological innovation to create attractive long-term investment
opportunities. Indeed, we are seeing an encouraging increase in
exciting young companies looking for funding. Our focus on
technology and healthcare, thus minimising exposure to
discretionary consumer expenditure, is designed to help the Company
weather uncertain times.
James Agnew
Chairman
28 February 2024
Portfolio of investments
|
|
|
As at 31 December 2023 |
|
|
Portfolio company |
%
voting rights |
Cost
£'000 |
Cumulative movement in value
£'000 |
Value
£'000 |
Change in value for the period*
£'000 |
Quantexa |
1.3 |
1,776 |
13,983 |
15,759 |
- |
Proveca |
5.6 |
1,643 |
3,371 |
5,014 |
269 |
Radnor House School (TopCo) |
8.7 |
1,592 |
1,882 |
3,474 |
(100) |
Oviva |
1.9 |
1,766 |
1,107 |
2,873 |
309 |
Runa Network |
2.7 |
2,152 |
588 |
2,740 |
109 |
The Evewell Group |
5.1 |
1,240 |
1,141 |
2,381 |
(91) |
Chonais River Hydro |
14.0 |
1,549 |
827 |
2,376 |
(1,062) |
Gravitee TopCo (T/A Gravitee.io) |
3.1 |
1,724 |
292 |
2,016 |
- |
Healios |
5.0 |
1,877 |
10 |
1,887 |
(382) |
Cantab Research (T/A Speechmatics) |
1.8 |
1,521 |
150 |
1,671 |
(117) |
Gharagain River Hydro |
15.0 |
1,116 |
484 |
1,600 |
(327) |
Panaseer |
1.9 |
1,147 |
334 |
1,481 |
92 |
Egress Software Technologies |
0.9 |
306 |
1,075 |
1,381 |
220 |
Convertr Media |
4.3 |
680 |
636 |
1,316 |
10 |
Elliptic Enterprises |
0.8 |
1,255 |
2 |
1,257 |
2 |
Seldon Technologies |
3.5 |
1,193 |
- |
1,193 |
- |
Peppy Health |
1.3 |
1,157 |
- |
1,157 |
- |
Threadneedle Software Holdings (T/A Solidatus) |
2.0 |
1,239 |
(105) |
1,134 |
(605) |
TransFICC |
2.4 |
1,066 |
- |
1,066 |
(209) |
Beddlestead |
8.2 |
1,060 |
(33) |
1,027 |
57 |
Toqio FinTech Holdings |
2.0 |
1,017 |
- |
1,017 |
- |
Accelex Technology |
2.3 |
655 |
311 |
966 |
78 |
The Street by Street Solar Programme |
4.4 |
461 |
356 |
817 |
16 |
NuvoAir Holdings |
1.7 |
707 |
59 |
766 |
(231) |
OpenDialog AI |
2.5 |
742 |
- |
742 |
- |
uMedeor (T/A uMed) |
3.2 |
598 |
76 |
674 |
- |
GX Molecular (T/A CS Genetics) |
2.1 |
615 |
- |
615 |
- |
InCrowd Sports |
2.4 |
374 |
157 |
531 |
(96) |
Regenerco Renewable Energy |
3.4 |
344 |
179 |
523 |
5 |
OutThink |
2.0 |
505 |
- |
505 |
- |
Aridhia Informatics |
2.3 |
442 |
44 |
486 |
10 |
Locum’s Nest |
4.1 |
482 |
(10) |
472 |
32 |
MHS 1 |
6.9 |
481 |
(17) |
464 |
(47) |
PerchPeek |
2.4 |
755 |
(302) |
453 |
(302) |
Diffblue |
1.8 |
425 |
- |
425 |
- |
GridCog International |
2.2 |
423 |
- |
423 |
- |
PeakData |
1.5 |
685 |
(271) |
414 |
(311) |
Alto Prodotto Wind |
4.1 |
248 |
163 |
411 |
(15) |
Phasecraft |
0.6 |
358 |
- |
358 |
- |
PetsApp |
1.9 |
354 |
- |
354 |
- |
5Mins Al |
1.6 |
284 |
- |
284 |
- |
Koru Kids |
1.4 |
434 |
(200) |
234 |
(82) |
Imandra |
1.1 |
155 |
70 |
225 |
- |
Cisiv |
2.1 |
278 |
(54) |
224 |
(66) |
Ramp Software |
1.5 |
217 |
- |
217 |
- |
Tem-Energy |
1.5 |
193 |
- |
193 |
- |
AVESI |
3.8 |
123 |
28 |
151 |
2 |
Kennek Solutions |
0.5 |
147 |
- |
147 |
- |
Mondra Global |
0.1 |
141 |
- |
141 |
- |
Arecor Therapeutics PLC |
0.3 |
93 |
42 |
135 |
(35) |
Neurofenix |
2.1 |
432 |
(303) |
129 |
(59) |
Regulatory Genome Development |
0.8 |
128 |
(27) |
101 |
(71) |
Mirada Medical |
2.0 |
511 |
(424) |
87 |
- |
Infact Systems |
1.4 |
75 |
- |
75 |
- |
Greenenerco |
1.9 |
43 |
31 |
74 |
(3) |
Brytlyt |
2.3 |
499 |
(438) |
61 |
(320) |
Symetrica |
0.2 |
57 |
(3) |
54 |
- |
Kew Green VCT (Stansted) |
2.0 |
22 |
26 |
48 |
(3) |
Black Swan Data |
2.1 |
1,471 |
(1,449) |
22 |
(1) |
DySIS Medical |
1.0 |
1,038 |
(1,035) |
3 |
(166) |
Other holdings |
|
422 |
37 |
459 |
- |
Total fixed asset investments |
|
44,493 |
22,790 |
67,283 |
(3,490) |
* As adjusted for additions and disposals
between the two accounting periods.
Realisations in the period to 31 December
2023 |
Cost
£’000 |
Opening
carrying
value
£’000 |
Disposal
proceeds
£’000 |
Total
realised
gain/(loss)
£’000 |
(Loss)/gain on
opening
value
£’000 |
Disposals: |
|
|
|
|
|
Quantexa |
21 |
1,177 |
1,176 |
1,155 |
(1) |
Ophelos |
521 |
956 |
1,069 |
548 |
113 |
Arecor Therapeutics PLC |
50 |
91 |
76 |
26 |
(15) |
uMotif |
1,022 |
1 |
1 |
(1,021) |
- |
Limitless Technology |
412 |
- |
- |
(412) |
- |
Loan stock repayments and other: |
|
|
|
|
|
Alto Prodotto Wind |
13 |
19 |
19 |
6 |
- |
Greenenerco |
2 |
3 |
3 |
1 |
- |
|
|
|
|
|
|
Escrow adjustments and other* |
292 |
302 |
330 |
38 |
28 |
Total fixed asset investment realisations |
2,333 |
2,549 |
2,674 |
341 |
125 |
* These comprise loan stock investments
converted to equity and fair value movements on deferred
consideration on previously disposed investments and expenses which
are incidental to the purchase or disposal of an investment.
|
|
|
|
|
£’000 |
Total change in value of investments |
|
|
|
|
(3,490) |
Movement in loan stock accrued interest |
|
|
|
|
38 |
Unrealised losses sub-total |
|
|
|
|
(3,452) |
Realised gains in current period |
|
|
|
|
125 |
Finance income from the unwinding of discount on deferred
consideration |
|
|
|
|
125 |
Total losses on investments as per condensed income
statement |
|
|
|
|
(3,202) |
Responsibility statement
The Directors, James Agnew, Tony Ellingham, Pam
Garside and Ian Spence, are responsible for preparing the
Half-yearly Financial Report. In preparing these condensed
Financial Statements for the period to 31 December 2023 we, the
Directors of the Company, confirm that to the best of our
knowledge:
(a) the condensed set of Financial Statements,
which has been prepared in accordance with Financial Reporting
Standard 104 “Interim Financial Reporting”, gives a true and fair
view of the assets, liabilities, financial position and profit and
loss of the Company as required by DTR 4.2.4R;
(b) the Interim management report includes a
fair review of the information required by DTR 4.2.7R (indication
of important events during the first six months and description of
principal risks and uncertainties for the remaining six months of
the year); and
(c) the Interim management report includes a
fair review of the information required by DTR 4.2.8R (disclosure
of related parties’ transactions and changes therein).
This Half-yearly Financial Report has not been
audited or reviewed by the Auditor.
For and on behalf of the Board
James Agnew
Chairman
28 February 2024
Condensed income statement
|
|
Unaudited |
Unaudited |
Audited |
|
|
six months ended
31 December 2023 |
six months ended
31 December 2022 |
year ended
30 June 2023 |
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
Note |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
|
|
|
|
(Losses)/gains on
investments |
3 |
- |
(3,202) |
(3,202) |
- |
(2,405) |
(2,405) |
- |
3,846 |
3,846 |
Investment income |
4 |
640 |
- |
640 |
448 |
- |
448 |
936 |
- |
936 |
Investment Manager’s fees |
5 |
(80) |
(717) |
(797) |
(76) |
(679) |
(755) |
(153) |
(1,380) |
(1,533) |
Other expenses |
|
(273) |
- |
(273) |
(213) |
- |
(213) |
(432) |
- |
(432) |
Profit/(loss) on
ordinary activities before tax |
|
287 |
(3,919) |
(3,632) |
159 |
(3,084) |
(2,925) |
351 |
2,466 |
2,817 |
Tax on ordinary
activities |
|
- |
- |
- |
- |
- |
- |
- |
- |
- |
Profit/(loss) and
total comprehensive income attributable to
shareholders |
|
287 |
(3,919) |
(3,632) |
159 |
(3,084) |
(2,925) |
351 |
2,466 |
2,817 |
Basic and diluted
earnings/(loss) per Ordinary share
(pence)* |
7 |
0.10 |
(1.39) |
(1.29) |
0.06 |
(1.20) |
(1.14) |
0.13 |
0.92 |
1.05 |
* Adjusting for treasury shares.
Comparative figures have been extracted from the
unaudited Half-yearly Financial Report for the six months ended 31
December 2022 and the audited statutory accounts for the year ended
30 June 2023.
The accompanying notes form an integral part of
this Half-yearly Financial Report.
The total column of this condensed income
statement represents the profit and loss account of the Company.
The supplementary revenue and capital columns are prepared under
guidance published by The Association of Investment Companies.
Condensed balance sheet
|
|
Unaudited |
Unaudited |
Audited |
|
|
31 December 2023 |
31 December 2022 |
30 June 2023 |
|
Note |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
|
|
|
Fixed asset investments |
|
67,283 |
61,926 |
68,000 |
|
|
|
|
|
Current
assets |
|
|
|
|
Trade and other receivables |
|
1,808 |
1,667 |
1,684 |
Cash and cash equivalents |
|
18,549 |
22,228 |
25,006 |
|
|
20,357 |
23,895 |
26,690 |
|
|
|
|
|
Payables: amounts falling
due within one year |
|
|
|
|
Trade and other payables |
|
(542) |
(499) |
(721) |
|
|
|
|
|
Net current
assets |
|
19,815 |
23,396 |
25,969 |
|
|
|
|
|
Total assets less current
liabilities |
|
87,098 |
85,322 |
93,969 |
|
|
|
|
|
Equity attributable to
equity holders |
|
|
|
|
Called up share capital |
8 |
3,265 |
3,070 |
3,269 |
Share premium |
|
47,414 |
40,782 |
47,067 |
Capital redemption reserve |
|
16 |
- |
- |
Unrealised capital reserve |
|
22,735 |
19,680 |
26,402 |
Realised capital reserve |
|
8,925 |
10,349 |
9,177 |
Other distributable reserve |
|
4,743 |
11,441 |
8,054 |
Total equity
shareholders’ funds |
|
87,098 |
85,322 |
93,969 |
Basic and diluted net
asset value per share (pence)* |
|
31.03 |
31.79 |
33.13 |
* Excluding treasury shares.
Comparative figures have been extracted from the
unaudited Half-yearly Financial Report for the six months ended 31
December 2022 and the audited statutory accounts for the year ended
30 June 2023.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
These Financial Statements were approved by the Board of
Directors, and authorised for issue on 28 February 2024 and were
signed on its behalf by:
James Agnew
Chairman
Company number: 03495287
Condensed statement of changes in equity
|
Called up
share capital
£'000
|
Share
premium
£'000
|
Capital
redemption reserve
£'000
|
Unrealised
capital reserve
£'000
|
Realised
capital reserve*
£'000
|
Other
distributable reserve*
£'000
|
Total
£'000
|
As at 1 July
2023 |
3,269 |
47,067 |
- |
26,402 |
9,177 |
8,054 |
93,969 |
(Loss)/profit and total
comprehensive income |
- |
- |
- |
(3,452) |
(467) |
287 |
(3,632) |
Transfer of previously
unrealised gains on disposal of investments |
- |
- |
- |
(215) |
215 |
- |
- |
Dividends paid |
- |
- |
- |
- |
- |
(2,333) |
(2,333) |
Purchase of shares for
treasury (including costs) |
- |
- |
- |
- |
- |
(791) |
(791) |
Purchase of shares for
cancellation (including costs) |
(16) |
- |
16 |
- |
- |
(474) |
(474) |
Issue of equity |
12 |
367 |
- |
- |
- |
- |
379 |
Cost of issue of equity |
- |
(20) |
- |
- |
- |
- |
(20) |
As at 31 December 2023 |
3,265 |
47,414 |
16 |
22,735 |
8,925 |
4,743 |
87,098 |
As at 1 July 2022 |
2,905 |
35,522 |
- |
20,384 |
12,729 |
14,299 |
85,839 |
(Loss)/profit and total
comprehensive income |
- |
- |
- |
(2,460) |
(624) |
159 |
(2,925) |
Transfer of previously
unrealised losses on disposal of investments |
- |
- |
- |
1,756 |
(1,756) |
- |
- |
Dividends paid |
- |
- |
- |
- |
- |
(2,130) |
(2,130) |
Purchase of shares for
treasury (including costs) |
- |
- |
- |
- |
- |
(887) |
(887) |
Issue of equity |
165 |
5,394 |
- |
- |
- |
- |
5,559 |
Cost of issue of equity |
- |
(134) |
- |
- |
- |
- |
(134) |
As at 31 December 2022 |
3,070 |
40,782 |
- |
19,680 |
10,349 |
11,441 |
85,322 |
As at 1 July 2022 |
2,905 |
35,522 |
- |
20,384 |
12,729 |
14,299 |
85,839 |
Profit/(loss) and total
comprehensive income |
- |
- |
- |
3,803 |
(1,337) |
351 |
2,817 |
Transfer of previously unrealised
losses on disposal of investments |
- |
- |
- |
2,216 |
(2,216) |
- |
- |
Dividends paid |
- |
- |
- |
- |
- |
(4,237) |
(4,237) |
Purchase of shares for treasury
(including costs) |
- |
- |
- |
- |
- |
(2,359) |
(2,359) |
Issue of equity |
364 |
11,854 |
- |
- |
- |
- |
12,218 |
Cost of issue of equity |
- |
(309) |
- |
- |
- |
- |
(309) |
As at 30 June 2023 |
3,269 |
47,067 |
- |
26,402 |
9,177 |
8,054 |
93,969 |
|
|
|
|
|
|
|
|
* Included within these reserves is an amount of
£9,077,000 (31 December 2022: £21,176,000; 30 June 2023:
£12,804,000) which is considered distributable.
Condensed statement of cash flows
|
|
Unaudited
six months ended
31 December 2023
£’000 |
Unaudited
six months ended
31 December 2022
£’000 |
Audited
year ended
30 June 2023
£’000 |
Cash flow from operating activities |
|
|
|
|
Loan stock income
received |
|
307 |
255 |
550 |
Income from fixed term funds
received |
|
170 |
50 |
145 |
Deposit interest received |
|
171 |
29 |
138 |
Dividend income received |
|
54 |
10 |
39 |
Investment Manager’s fees
paid |
|
(823) |
(1,337) |
(2,081) |
Other cash payments |
|
(234) |
(217) |
(425) |
Corporation tax paid |
|
- |
- |
- |
Net cash flow from
operating activities |
|
(355) |
(1,210) |
(1,634) |
|
|
|
|
|
Cash flow from
investing activities |
|
|
|
|
Purchase of fixed asset
investments |
|
(5,012) |
(7,456) |
(7,870) |
Proceeds from disposals of
fixed asset investments |
|
2,324 |
547 |
1,139 |
Net cash flow from
investing activities |
|
(2,688) |
(6,909) |
(6,731) |
|
|
|
|
|
Cash flow from
financing activities |
|
|
|
|
Issue of share capital |
|
- |
5,075 |
11,226 |
Cost of issue of equity |
|
(20) |
- |
(37) |
Equity dividends paid* |
|
(1,941) |
(1,722) |
(3,517) |
Purchase of own shares for
treasury or cancellation (including costs) |
|
(1,442) |
(1,030) |
(2,325) |
Net cash flow from
financing activities |
|
(3,403) |
2,323 |
5,347 |
|
|
|
|
|
Decrease in cash and
cash equivalents |
|
(6,457) |
(5,796) |
(3,018) |
Cash and cash equivalents at
the start of the period |
|
25,006 |
28,024 |
28,024 |
Cash and cash
equivalents at the end of the period |
|
18,549 |
22,228 |
25,006 |
|
|
|
|
|
*The equity dividend paid in the
cash flow is different to the dividends disclosed in note 6 due to
the non-cash effect of the Dividend Reinvestment Scheme.
Notes to the unaudited condensed Financial
Statements
1. Basis of
preparation
The condensed Financial Statements have been
prepared in accordance with applicable United Kingdom law and
accounting standards, including Financial Reporting Standard 102
(“FRS 102”), Financial Reporting Standard 104 – Interim Financial
Reporting (“FRS 104”), and 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”). The Financial Statements have been
prepared on a going concern basis.
The preparation of the Financial Statements
requires management to make judgements and estimates that affect
the application of policies and reported amounts of assets,
liabilities, income and expenses. The most critical estimates and
judgements relate to the determination of carrying value of
investments at Fair Value Through Profit and Loss (“FVTPL”) in
accordance with FRS 102 sections 11 and 12. The Company values
investments by following the International Private Equity and
Venture Capital Valuation (“IPEV”) Guidelines as updated in 2022
and further detail on the valuation techniques used are outlined in
note 2 below.
The Half-yearly Financial Report has not been
audited, nor has it been reviewed by the auditor pursuant to the
FRC’s guidance on Review of interim financial information.
Company information is shown on page 4 of the
full Half-yearly Financial Report.
2. Accounting
policies
Fixed asset investments
The Company’s business is investing in financial assets with a view
to profiting from their total return in the form of income and
capital growth. This portfolio of financial assets is managed and
its performance evaluated on a fair value basis, in accordance with
a documented investment policy, and information about the portfolio
is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102,
those undertakings in which the Company holds more than 20% of the
equity as part of an investment portfolio are not accounted for
using the equity method. In these circumstances the investment is
measured at FVTPL.
Upon initial recognition (using trade date
accounting) investments, including loan stock, are classified by
the Company as FVTPL and are included at their initial fair value,
which is cost (excluding expenses incidental to the acquisition
which are written off to the Income statement).
Subsequently, the investments are valued at
‘fair value’, which is measured as follows:
- Investments listed on recognised
exchanges are valued at their bid prices at the end of the
accounting period or otherwise at fair value based on published
price quotations;
- Unquoted investments, where there
is not an active market, are valued using an appropriate valuation
technique in accordance with the IPEV Guidelines. Indicators of
fair value are derived using established methodologies including
earnings multiples, revenue multiples, the level of third party
offers received, cost or price of recent investment rounds, net
assets and industry valuation benchmarks. Where price of recent
investment is used as a starting point for estimating fair value at
subsequent measurement dates, this has been benchmarked using an
appropriate valuation technique permitted by the IPEV
guidelines;
- In situations where cost or price
of recent investment is used, consideration is given to the
circumstances of the portfolio company since that date in
determining fair value. This includes consideration of whether
there is any evidence of deterioration or strong definable evidence
of an increase in value. In the absence of these indicators, other
valuation techniques are employed to conclude on the fair value as
of the measurement date. Examples of events or changes that could
indicate a diminution include:
- the performance and/or prospects of
the underlying business are significantly below the expectations on
which the investment was based;
- a significant adverse change either
in the portfolio company’s business or in the technological,
market, economic, legal or regulatory environment in which the
business operates; or
- market conditions have
deteriorated, which may be indicated by a fall in the share prices
of quoted businesses operating in the same or related sectors.
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.
Dividend income is not recognised as part of the
fair value movement of an investment, but is recognised separately
as investment income through the other distributable reserve when a
share becomes ex-dividend.
Current assets and payables
Receivables (including debtors due after more
than one year), payables and cash are carried at amortised cost, in
accordance with FRS 102. Debtors due after more than one year meet
the definition of a financing transaction held at amortised cost,
and interest will be recognised through capital over the credit
period using the effective interest method. There are no financial
liabilities other than payables.
Investment income
Equity income
Dividend income is included in revenue when the investment is
quoted ex-dividend.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are
recognised when the Company’s right to receive payment and expect
settlement is established. Where interest is rolled up and/or
payable at redemption then it is recognised as income unless there
is reasonable doubt as to its receipt.
Fixed term funds income
Income from fixed term funds is recognised on an accruals basis
using the agreed rate of interest.
Bank deposit income
Interest income is recognised on an accruals basis using the rate
of interest agreed with the bank.
Investment management fee, performance
incentive fee and other expenses
All expenses have been accounted for on an accruals basis. Expenses
are charged through the other distributable reserve except the
following which are charged through the realised capital
reserve:
- 90% of
management fees and 100% of performance incentive fees, if any, are
allocated to the realised capital reserve.
- expenses which
are incidental to the purchase or disposal of an investment are
charged through the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS 102.
Current tax is tax payable (refundable) in respect of the taxable
profit (tax loss) for the current period or past reporting periods
using the tax rates and laws that have been enacted or
substantively enacted at the financial reporting date. Taxation
associated with capital expenses is applied in accordance with the
SORP.
Deferred tax is provided in full on all timing
differences at the reporting date. Timing differences are
differences between taxable profits and total comprehensive income
as stated in the Financial Statements that arise from the inclusion
of income and expenses in tax assessments in periods different from
those in which they are recognised in the Financial Statements. As
a VCT the Company has an exemption from tax on capital gains. The
Company intends to continue meeting the conditions required to
obtain approval as a VCT in the foreseeable future. The Company
therefore, should have no material deferred tax timing differences
arising in respect of the revaluation or disposal of investments
and the Company has not provided for any deferred tax.
Share capital and reserves
Called up share capital
This reserve accounts for the nominal value of the shares.
Share premium
This reserve accounts for the difference between the price paid for
shares and the nominal value of the shares, less issue costs and
transfers to the other distributable reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued share capital
is diminished through the repurchase and cancellation of the
Company’s own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at the
period end against cost, are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
- gains and
losses compared to cost on the realisation of investments, or
permanent diminution in value (including gains recognised on the
realisation of investment where consideration is deferred that are
not distributable as a matter of law);
- finance income
in respect of the unwinding of the discount on deferred
consideration that is not distributable as a matter of law;
- expenses,
together with the related taxation effect, charged in accordance
with the above policies; and
- dividends paid
to equity holders where paid out by capital.
Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve
were combined in 2012 to form a single reserve named other
distributable reserve.
This reserve accounts for movements from the
revenue column of the Income statement, the payment of dividends,
the buy-back of shares and other non-capital realised
movements.
Dividends
Dividends by the Company are accounted for in the period in which
the liability to make the payment has been established or approved
at the Annual General Meeting.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a
single operating segment of business, being investment in smaller
companies principally based in the UK.
3. (Losses)/gains
on investments
|
Unaudited
six months ended
31 December 2023
£’000 |
Unaudited
six months ended
31 December 2022
£’000 |
Audited
year ended
30 June 2023
£’000 |
Unrealised (losses)/gains on fixed asset investments |
(3,452) |
(2,460) |
3,803 |
Realised gains/(losses) on fixed asset investments |
125 |
(51) |
(178) |
Unwinding of discount on deferred consideration |
125 |
106 |
221 |
|
(3,202) |
(2,405) |
3,846 |
4.
Investment
income
|
Unaudited
six months ended
31 December 2023
£’000 |
Unaudited
six months ended
31 December 2022
£’000 |
Audited
year ended
30 June 2023
£’000 |
Loan stock interest |
270 |
299 |
569 |
Bank interest |
170 |
29 |
138 |
Income from fixed term funds |
160 |
50 |
145 |
Dividend income |
40 |
70 |
84 |
|
640 |
448 |
936 |
5.
Investment
management fees
|
Unaudited
six months ended
31 December 2023 |
Unaudited
six months ended
31 December 2022 |
Audited
year ended
30 June 2023 |
|
Revenue
£’000 |
Capital
£’000 |
Total
£’000 |
Revenue
£’000 |
Capital
£’000 |
Total
£’000 |
Revenue
£’000 |
Capital
£’000 |
Total
£’000 |
Investment management fee |
80 |
717 |
797 |
76 |
679 |
755 |
153 |
1,380 |
1,533 |
Further details of
the management agreement under which the investment management fee
is paid are given on page 18 of the Strategic report in the Annual
Report and Financial Statements for the year ended 30 June
2023.
During the period, services of a total value of
£822,000 (31 December 2022: £780,000; 30 June 2023: £1,583,000)
were purchased by the Company from Albion Capital Group LLP;
comprising £797,000 management fee and £25,000 administration fee.
At the financial period end, the amount due to Albion Capital Group
LLP disclosed as payable or accrued was £395,500 (administration
fee: £12,500, management fee: £383,000) (31 December 2022:
£388,500; 30 June 2023: £422,500).
Albion Capital Group LLP is, from time to time,
eligible to receive arrangement fees and monitoring fees from
portfolio companies. During the period to 31 December 2023, fees of
£89,000 attributable to the investments of the Company were
received pursuant to these arrangements (31 December 2022:
£137,000; 30 June 2023: £299,000).
Albion Capital Group LLP, its partners and staff
hold 2,413,255 Ordinary shares in the Company as at 31 December
2023.
6.
Dividends
|
Unaudited
six months ended
31 December 2023
£’000 |
Unaudited
six months ended
31 December 2022
£’000 |
Audited
year ended
30 June 2023
£’000 |
First dividend of 0.83 pence per
share paid on 30 November 2023 (30 November 2022: First dividend of
0.84 pence per share) |
2,333 |
2,130 |
2,130 |
Second dividend of 0.79 pence per
share paid on 31 March 2023 |
- |
- |
2,120 |
Unclaimed dividends |
- |
- |
(13) |
|
2,333 |
2,130 |
4,237 |
In addition, the
Board has declared a second dividend of 0.78 pence per share for
the year ending 30 June 2024. This will be paid on
28 March 2024 to
shareholders on the register on 8 March 2024. This is expected to
amount to approximately £2,190,000.
7.
Basic and
diluted (loss)/return per share
|
Unaudited
six months ended
31 December 2023 |
Unaudited
six months ended
31 December 2022 |
Audited
year ended
30 June 2023 |
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
(Loss)/return attributable to
equity shares (£’000) |
287 |
(3,919) |
(3,632) |
159 |
(3,084) |
(2,925) |
351 |
2,466 |
2,817 |
Weighted average
shares in issue
(adjusting for treasury
shares) |
282,620,005 |
256,695,682 |
266,724,287 |
(Loss)/return attributable per
Ordinary share (pence) (basic and diluted) |
0.10 |
(1.39) |
(1.29) |
0.06 |
(1.20) |
(1.14) |
0.13 |
0.92 |
1.05 |
The (loss)/return per share has been calculated
after adjusting for treasury shares of 45,787,992 (31 December
2022: 38,617,058; 30 June 2023: 43,285,891).
There are no convertible instruments,
derivatives or contingent share agreements in issue, and therefore
no dilution affecting the (loss)/return per share. The basic
(loss)/return per share is therefore the same as the diluted
(loss)/return per share.
8.
Called up
share capital
Allotted, called up and fully paid Ordinary shares of 1
penny each |
Unaudited
31 December 2023 |
Unaudited
31 December 2022 |
Audited
30 June 2023 |
Number of shares |
326,515,116 |
307,032,867 |
326,884,706 |
Nominal value of allotted
shares (£’000) |
3,265 |
3,070 |
3,269 |
Voting rights (number of
shares net of treasury shares) |
280,727,124 |
268,415,809 |
283,598,815 |
During the period to 31 December 2023 the
Company purchased 4,068,839 Ordinary shares (nominal value £41,000)
at a cost of £1,265,000. From this, 2,502,101 shares were purchased
for treasury and 1,566,738 shares have been cancelled. The total
number of Ordinary shares held in treasury as at 31 December 2023
was 45,787,992 (31 December 2022: 38,617,058; 30 June 2023:
43,285,891) representing 14.0% of the Ordinary shares in issue as
at 31 December 2023.
Under the terms of the Dividend Reinvestment
Scheme Circular dated 26 February 2009, the following new Ordinary
shares of nominal value 1 penny per share were allotted during the
period:
Allotment date |
Number of shares allotted |
Aggregate nominal value of shares
(£’000) |
Issue price
(pence per share) |
Net invested
(£’000) |
Opening market price on allotment date
(pence per share) |
30 November 2023 |
1,197,148 |
12 |
31.64 |
359 |
30.10 |
|
|
|
|
|
|
9. Contingencies
and guarantees
As at 31 December 2023 the Company had no
financial commitments in respect of investments (31 December 2022:
£nil; 30 June 2023: £nil).
There are no external contingencies or
guarantees of the Company as at 31 December 2023 (31 December 2022:
£nil; 30 June 2023: £nil).
10. Post
balance sheet events
Since 31 December
2023 the Company has not made any material investment
transactions.
The Company
received £1.7 million of deferred consideration from the historic
disposal of G.Network Communications that was included in trade and
other receivables at 31 December 2023.
11.
Related
party transactions
Other than
transactions with the Manager as disclosed in note 5, there are no
other related party transactions requiring disclosure.
12. Going
concern
The Board has
conducted a detailed assessment of the Company’s ability to meet
its liabilities as they fall due. Cash flow forecasts are updated
and discussed quarterly at Board level and have been stress tested
to allow for the forecasted impact of the current economic climate
and a volatile geopolitical backdrop. The Board has revisited and
updated their assessment of liquidity risk and concluded that it
remains unchanged since the last Annual Report and Financial
Statements. Further details can be found on pages 88 and 89 of
those accounts.
The portfolio of
investments is diversified in terms of sector, and the major cash
outflows of the Company (namely investments, dividends and share
buy-backs) are within the Company’s control. Accordingly, after
making diligent enquiries, the Directors have a reasonable
expectation that the Company has adequate cash and liquid resources
to continue in operational existence for the foreseeable future.
For this reason, the Directors have adopted the going concern basis
in preparing this Half-yearly Financial Report and this is in
accordance with the Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting issued by the
Financial Reporting Council in September 2014, and the subsequent
updated Going concern, risk and viability guidance issued by the
FRC in 2021.
13.
Other
information
The information set
out in the Half-yearly Financial Report does not constitute the
Company’s statutory accounts within the terms of section 434 of the
Companies Act 2006 for the periods ended 31 December 2023 and 31
December 2022 and is unaudited. The financial information for the
year ended 30 June 2023 does not constitute statutory accounts
within the terms of section 434 of the Companies Act 2006 and is
derived from the statutory accounts for the financial year, which
have been delivered to the Registrar of Companies. The Auditor’s
report on those accounts was unqualified and did not contain
statements under s498 (2) or (3) of the Companies Act 2006.
14. Publication
This Half-yearly Financial Report is being sent
to shareholders and copies will be made available to the public at
the registered office of the Company, Companies House, the National
Storage Mechanism and also electronically at
www.albion.capital/funds/CRWN.
- Investment portfolio by sector as at 31 December 2023
Albion Crown Vct (LSE:CRWN)
Historical Stock Chart
From Sep 2024 to Oct 2024
Albion Crown Vct (LSE:CRWN)
Historical Stock Chart
From Oct 2023 to Oct 2024