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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Oxford Technology 2 Venture Capital Trust Plc | LSE:OXH | London | Ordinary Share | GB0003105052 | OT2 ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 11.90 | 8.40 | 15.40 | 11.90 | 11.90 | 11.90 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Trust,ex Ed,religious,charty | -1.63M | -1.88M | -0.0674 | -1.77 | 3.31M |
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TIDMOXH
10 May 2017
Oxford Technology 2 VCT plc ("the Company" or "OT2")
Annual Report and Accounts for the year ended 28 February 2017
The Directors are pleased to announce the audited results of the Company
for the year ended 28 February 2017 and a copy of the Annual Report and
Accounts ("Accounts") will be made available to Shareholders shortly.
Set out below are extracts of the audited Accounts. References to page
numbers below are to those Accounts.
The AGM will be held at The Magdalen Centre, Oxford Science Park, Oxford
OX4 4GA on Wednesday 5 July 2017, at 11am.
A copy of the Annual Report and Accounts will be available from the
registered office of the Company at The Magdalen Centre, Oxford Science
Park, Oxford OX4 4GA, as well as on the Company's website:
www.oxfordtechnology.com
Financial Headlines
Year Ended Year Ended
28 February 2017 29 February 2016
Net Assets at Year End GBP2.53m GBP1.91m
Net Asset Value per Share 37.2p 28.2p
Dividend per Share paid in Year - 2.5p
Cumulative Dividend per Share 13.0p 13.0p
NAV + Cumulative Dividend per Share 50.2p 41.2p
paid from Incorporation
Share Price at Year End 20.0p 20.0p
Earnings Per Share
(Basic & Diluted) 9.0p 2.9p
Chairman's Statement
I am pleased to present my annual report for the year to 28 February
2017 to fellow shareholders.
Overview
Last year, it was pleasing to report that there had been some positive
progress within our portfolio with the sale of Telegesis, at a multiple
of 45 times our investment, which enabled the payment of the first
dividend since 2009. This year, the largest investment within our
portfolio, OC Robotics (OCR), representing 60% of our net assets, is
undergoing due diligence, which could result in the business being
acquired by a large multi-national company. The business has continued
to develop, following further commercial and grant-funded activities. If
the sale completes, a further return of funds to shareholders will be
possible.
We still have shareholdings in 8 other unlisted companies, and were able
to provide follow-on funding to three of these during the year: Arecor
(GBP75k), Immbio (GBP50k) and Orthogem (GBP25k). Plasma Antennas also
raised funds, but OT2 was unable to invest due to restrictions imposed
by VCT legislation.
Portfolio Review
The net asset value per share on 28 February 2017 was 37.2p compared to
28.2p on 29 February 2016. The earnings per share in the year to 28
February 2017 were 9.0p. Thus at 28 February 2017, the Total Return is
50.2p. The 32% increase in net asset value has been primarily driven by
the revaluation of OCR.
The Company's 9 remaining portfolio company holdings are at different
stages of development. The Directors continue to monitor all companies,
looking for the optimum time to realise your Company's investment in
them.
OT2 continues to invest in support of its portfolio as the companies
develop. It has not been affected by the recent changes in VCT
legislation, given the types of investments OT2 makes, and the fact that
all are existing investees who have previously received financing from
OT2.
GBP75k was invested in Arecor to support its transition from a
research-led company to a product-led company including an initiative
with the US Juvenile Diabetes Research Foundation for the delivery of
ultra-concentrated rapid acting insulin. In February 2017, Arecor was
awarded a GBP1m grant from Innovate UK towards clinical trials.
GBP50k was invested into ImmBio to support the completion of their
First-in-Human study of their novel vaccine, PnuBioVax(TM), against the
bacterial pathogen Streptococcus pneumoniae. PnuBioVax was found to be
safe and well tolerated, and capable of producing antibody responses
against key S. pneumoniae antigens broadly conserved across strains.
The company is now in detailed discussions with larger organisations
regarding commercialisation.
GBP25k was invested in Orthogem to enable it to register its new product
TriPore Putty. The synthetic bone market has moved significantly
towards putties, and the commercial launch of their new product is
expected to have a significant impact on sales.
Photocopier software company, Select Technology, remains the second
largest holding in the Company's portfolio - it has had a profitable and
cash generative year, paying another dividend in January and further
dividends are expected in future. This dividend helped cover just over
40% of OT2's costs for the year. The company has continued to grow,
though profits have been slightly impacted as the company executes a
planned transition to reduce dependency on one particular supplier,
which will have the effect of increasing business resilience and should
result in faster growth. However, the lower reported profits have
caused a reduction in our valuation.
Plasma Antennas continues to be in discussion with several large players
particularly around 4G and 5G telecommunications.
Further details on these investments are contained within the Investment
Portfolio Review. The full list of the Company's investments is shown on
page 13, with details of all investees on our website.
Dividends/Return of Capital
The ongoing strategy is to seek to crystallise value from the portfolio
and distribute cash to shareholders when the opportunity arises.
The Board is considering the best way to return funds to shareholders
should the sale of OCR complete. The VCT's shares currently have limited
liquidity, and as a result trade at a significant discount. This acts as
a major deterrent to those wishing to sell their shares, and the Board
is sympathetic that many of its shareholders were subscribers in the
initial offer in 2000 and may be keen to be able to dispose of some of
their investment. Should the sale of OCR complete, significant funds
would be available for distribution, and this could provide a one-off
opportunity for shareholders to realise part of their investment at much
closer to net asset value than is currently possible. However, the Board
needs to consider the interests of all its shareholders, and a number
may be deterred from selling any of their shares as this would have
implications for previously deferred capital gains, and a simple
dividend would suit them better.
To this end, the Board is working on a plan that would enable all
shareholders to sell a proportion of their holding back to the Company
(although at a discount to NAV). A dividend would then be paid to all
remaining shareholders.
Much of any distribution would need to be returned to shareholders
within 6 months of any such sale to keep within the VCT rules, and
furthermore the Board is keen to keep the costs of any such operation to
a minimum. For this reason, shareholders will note the Board are asking
for permission to enable the Company to buy back up to 30% of its share
capital. Recent buy back resolutions in OT2 have not been supported by
enough of those voting to approve the resolution. The Directors
understand that this was because it was feared that such a buy back
could be to the benefit of some shareholders over others. It should be
noted that should the Directors choose to use the powers granted by the
relevant AGM resolutions, the same terms will be offered to ALL
shareholders, and each shareholder will have the choice of whether they
wish to tender any of their shares or not. Indeed the ability to buy
back shares under the powers allotted by this resolution have been
specifically worded so that they can only be used via a tender offer to
all shareholders.
It should be stressed that there can be no certainty that the sale of
OCR will complete (and on the terms currently envisaged), and the above
proposal could only be offered if it does. It will be at the Directors'
sole discretion as to whether a tender will be proposed and its precise
terms, but if it is, it will follow the parameters as set out in the
resolution. Each shareholder will have the opportunity to decide whether
to tender any shares at that time and how many should such an offer be
made. But the Directors hope that shareholders will support the
resolutions which will allow everyone who wishes to sell some of their
holdings to do so, as well as enabling all remaining shareholders to
receive a dividend.
Continued Improvements to Cost Effectiveness and VCT Market Changes.
Following the reduction of fees implemented at the start of the previous
financial year, your Board continues to look at methods of reducing
running costs as well as improving liquidity for shareholders who wish
to realise their holdings. Whilst the exit from OC Robotics will provide
a welcome return to shareholders, it will leave the VCT with a much
reduced - yet more diversified - portfolio.
Shareholders may be aware of some significant changes to the VCT market
in recent years. Changes to pension tax reliefs are driving investors
to look for alternatives - coupled with a reduced supply of tax
efficient investment opportunities, this has resulted in exceptional
demand from investors wishing to subscribe for VCTs. Changes to VCT
legislation have been made to target more VCT money towards the types of
earlier stage companies that OT2 has invested in. This may present an
opportunity for your VCT.
Several options are being explored, and your Board is hoping to bring
forward proposals later in the year which may increase options for
shareholders.
Audit Tender
New legislation has been introduced in the UK on audit firm rotation,
resulting from the new European Audit Regulation Directive, making it
mandatory for listed companies to undergo a tender process for the audit
of their company at least every ten years. An audit firm can, however,
be appointed for up to twenty years provided a public tender process has
been carried out after ten years. The Company has therefore recently
conducted an audit tender process. The Board, on the recommendation of
the Audit Committee, has decided to recommend the re-appointment of
James Cowper Kreston as the Company's external auditor. For further
information on the audit tender, please see the Audit Committee section
of the Corporate Governance Statement on pages 27 and 28 of this Annual
Report.
AGM
Shareholders should note that the AGM for the Company will be held on
Wednesday 5 July 2017 at the Magdalen Centre, Oxford Science Park,
starting at 11am and will include presentations by Oxford Technology
Management and some of the companies that the Oxford Technology VCTs
have invested in.
A formal Notice of the AGM has been enclosed with these Financial
Statements together with a Form of Proxy for those not attending. We
appreciate the input of our shareholders and look forward to welcoming
as many of you as possible on the day.
Outlook
The year under review was dominated by two major political events, the
UK's vote to leave the European Union and the election of Donald Trump
to the office of US President. In the case of the EU referendum, the
leave result triggered a significant fall in the value of sterling, and
it has so far remained weak. This in turn led to the increase in
valuation of UK larger companies, which have a bias towards overseas
earnings.
The more immediate impact on our own UK smaller investees has been to
improve those with overseas revenues in sterling terms while increasing
the costs for those with foreign activities or imports. These impacts
are not yet material. The longer term UK/EU trading issues will take
time to emerge but clearly one impact is that our investee company
sterling valuations now look more attractive to overseas buyers.
Post referendum the new Theresa May government has retained the VCT
model although we anticipate it will continue to be kept under review to
ensure that it delivers value to the taxpayer. The Oxford Technology
VCTs have operated and continue to operate very much in the spirit of
the VCT legislation by investing in and subsequently supporting early
stage technology companies. Unfortunately the current VCT rules
sometimes limit the amount of follow on investment that we are able to
make.
The outlook has not changed from a year ago. Your Board monitors each
investee, with clear views as to the value milestones which will allow
investments to be realised. In February 2016 we returned funds to
shareholders after a very successful exit from Telegesis. We are
hopeful of a similar event with OC Robotics in the first half of this
financial year (although can make no guarantee that the sale will
complete). We continue to work to maximise value for shareholders and
will, as per our stated strategy, seek to crystallise this value and
return value to shareholders when liquidity allows.
Richard Roth
Chairman
10 May 2017
Investment Portfolio Review
OT2 was formed in 2000 and invested in a total of 30 companies, all
start-up or early stage technology companies. Some of these companies
failed with the loss of the investment. Some have succeeded and have
been sold. The table on page 13 shows the companies remaining in the
portfolio. A more detailed analysis is given of the top five
investments.
OC Robotics, the Company's largest investment, continues to promote and
develop its snake arm robot technology. There are many potential
applications for such equipment, with the company benefitting from
significant grants to develop its capabilities in a number of industries,
including nuclear decommissioning, aircraft inspections and oil and gas
extraction and storage. The company is currently considering an offer
from a large multinational company for an outright sale.
Select Technology specialises in software for photocopiers - now known
as MFDs or Multi-Function Devices. Over the last decade Select
Technology has built up a global network of distributors and dealers
through which it sells both products which it has developed itself and
products which have been produced by others. These products now include
PaperCut, Kpax, Foldr and Drivve Image.
Select Technology has made steady financial progress. Sales have
increased from GBP210k in the year to July 2010 to GBP5.2m in the year
to July 2016. Select Technology is profitable and cash generative and
is likely to be in a position to pay regular dividends in future. It is
a modern company in the sense that it has employees all over the world,
and usually only one person in the office in Basingstoke: everyone
usually works remotely.
Plasma Antennas has developed a range of next generation smart
selectable antenna technologies and has a prototype of a true plasma
antenna, which it is hoped may be at the centre of tomorrow's
communications systems. At the time of writing Plasma Antennas is in
discussions with three large electronics companies none of them in the
UK. Two have visited Plasma Antennas, based in Winchester. It is hoped
that a partnership deal can be concluded with one or more of them or
with another.
Arecor in which OT2 is a small shareholder is making encouraging
progress. In particular it is developing its own products for the
better treatment of diabetes. In February 2017, Arecor won a grant of
just over GBP1m to help with this programme. Arecor has signed a GBP45m
license deal regarding insulin glargine with India's largest privately
held pharmaceutical company, Cadila. Details of the deal have not been
disclosed.
Orthogem has been selling synthetic bone graft for many years in granule
form and has a network of distributors around the world. This year it
has raised money to enable it to launch the next generation material: a
putty material that will be more convenient for surgeons to use. OT2
contributed to the fund raising. Sales of the granules have fluctuated
throughout the year, but use has started in India which is a significant
new market for the company.
Dividends paid to shareholders to date are 13p per share.
New Investments in the year
There were three follow on investments during the year of GBP75,000 into
Arecor, GBP25,000 into Orthogem and GBP50,000 into ImmBio. All new
investments have complied with both EU State Aid rules and HMRC VCT
rules.
Disposals during the year
A payment of GBP435 was received from the disposal of Duncan Hynd
Associates Ltd during the year.
Valuation Methodology
Quoted and unquoted investments are valued in accordance with current
industry guidelines that are compliant with International Private Equity
and Venture Capital Valuation Guidelines and current financial reporting
standards.
VCT Compliance
Compliance with the main VCT regulations as at 28 February 2017 and for
the year then ended is summarised as follows:
Type of Investment
By HMRC Valuation Rules Actual Target
Minimum obligation of:
VCT Qualifying Investments 80% 70%
Maximum allowed:
Non-Qualifying Investments 20% 30%
Total 100% 100%
At least 10% of each investment in a qualifying company is held in
'eligible shares' - Complied.
No more than 15% of the income from shares and securities is retained -
Complied.
No investment constitutes more than 15% of the Company's portfolio (by
value at time of investment) - Complied.
No investment made by the VCT has caused the company to receive more
than GBP5m of State Aid investment in the year - Complied
Table of Investments held by Company at 28 February 2017
Change
in
value % equity
for the held by
Net cost of Carrying value at 28/02/17 year % equity held by all % Net
Company Description Date of initial investment investment GBP'000 GBP'000 GBP'000 OT2 OTVCTs Assets
Snake arm
OC Robotics robots Jan 2001 311 1,535 675 35.8 35.8 60.7
Select Photocopier
Technology Interfaces Nov 2001 132 341 (39) 7.4 58.6 13.4
Solid state
Plasma directional
Antennas antennas Nov 2001 188 129 (10) 6.7 45.3 5.1
Protein
Arecor stabilization Jul 2007 89 121 83 1.2 11.4 4.8
Bone graft
Orthogem material Dec 2000 342 100 25 7.7 29.5 4.0
ImmBio Novel vaccines Dec 2000 225 63 50 1.2 13.9 2.5
Active wound
healing
Insense dressings Jun 2001 204 52 14 2.0 6.8 2.1
Data
transformation
Inaplex software Sep 2001 138 37 0 21.5 34.8 1.4
Rechargeable
Oxis Energy batteries Jan 2000 540 27 5 0.2 0.5 1.1
Totals 2,170 2,405 803
Other Net Assets 123 4.9
NET ASSETS 2,528 100
Number of shares in issue: 6,792,923
Net Asset Value per share at 28 February 2017: 37.2 p
Dividends paid to date per share: 13p per share
This table shows the current portfolio holdings. The investments in
Acumen, Assertion, Astron Clinica, Ciphergrid, CHR Design, Coraltech,
Im-Pak, Freehand Surgical, Inscentinel, Jetmask, M3 Networks, OST,
Promic and SVA have been written off. The investments in Hardide,
Commerce Decisions, MET, Telegesis, Equitalk and Duncan Hynd Associates
have been sold.
Directors' Report
The Directors present their report together with financial statements
for the year ended 28 February 2017.
The Directors consider that the Annual Report and Financial Statements,
taken as a whole is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company's
performance, business model and strategy.
This report has been prepared by the Directors in accordance with the
requirements of s415 of the Companies Act 2006. The Company's
independent auditor is required by law to report on whether the
information given in the Directors' Report is consistent with the
financial statements.
Principal Activity
The Company commenced business in 2000. The Company invests in start-up
and early stage technology companies in general located within 60 miles
of Oxford. The Company has maintained its approved status as a Venture
Capital Trust by HMRC.
Directors
The Directors of the Company are required to notify their interests
under Disclosure and Transparency Rule 3.12R. The present and previous
membership of the Board and their beneficial interests in the ordinary
shares of the company at 28 February 2017 and at 29 February 2016 are
set out below:
Name 2017 2016
R Roth 62,902
62,902
R Goodfellow 9,700
19,700
D Livesley Nil
Nil
A Starling Nil
Nil
Under the Company's Articles of Association one third of the Directors
are required to retire by rotation each year. Richard Roth and Alex
Starling will be nominated for re-appointment at the forthcoming AGM.
The Board believes that both non-executive Directors continue to provide
a valuable contribution to the Company and remain committed to their
roles. The Board recommends that Shareholders support the resolutions
to re-elect Richard Roth and Alex Starling at the forthcoming AGM.
The Board is cognisant of shareholders' preference for Directors not to
sit on the boards of too many larger companies ("overboarding").
Shareholders will be aware that in July 2015, the Company, along with
the other VCTs that were managed by Oxford Technology Management,
appointed directors such that the four VCTs each had a Common Board. In
addition, Richard Roth has subsequently also become a Director of Hygea
VCT plc, a VCT investing in the Med Tech sector which is also
self-managed and has a number of investments in common with the Oxford
Technology VCTs. Whilst great care is taken to safeguard the interests
of the shareholders of each separate company, there is an element of
overlap in the workload of each Director across the four OT funds due to
the way the VCTs are managed. The Directors note that the workload
related to the four OT funds is less than it would be for four totally
separate and larger funds, and are satisfied that Richard Roth has the
time to focus on the requirements of each OT fund.
Investment Management Fees
OT2 Managers Ltd, the Company's wholly owned subsidiary, has an
agreement to provide investment management services to the Company for a
fee of 1% of net assets per annum. Alex Starling and Richard Roth,
together with Lucius Cary are Directors of OT2 Managers Ltd.
Directors' and Officers' Insurance
The Company has maintained insurance cover on behalf of the Directors,
indemnifying them against certain liabilities which may be incurred by
them in relation to their duties as Directors of the Company.
Ongoing Review
The Board has reviewed and continues to review all aspects of internal
governance to mitigate the risk of breaches of VCT rules or company law.
Whistleblowing
The Board has been informed that the Investment Manager has arrangements
in place in accordance with the UK Corporate Governance Code's
recommendations by which staff of Oxford Technology Management or the
Secretary of the Company may, in confidence, raise concerns within their
respective organisations about possible improprieties in matters of
financial reporting or other matters.
Bribery Act 2010
The Company is committed to carrying out business fairly, honestly and
openly. The Investment Manager has established policies and procedures
to prevent bribery within its organisation. The Company has adopted a
zero tolerance approach to bribery and will not tolerate bribery under
any circumstance in any transaction the Company is involved in. The
Company has instructed the Investment Manager to adopt the same approach
with investee companies.
Relations with Shareholders
The Company values the views of its shareholders and recognises their
interest in the Company. The Company's website provides information on
all of the Company's investments, as well as other information of
relevance to shareholders (www.oxfordtechnology.com/vct2).
Shareholders have the opportunity to meet the Board at the Annual
General Meeting. In addition to the formal business of the AGM the
Board is available to answer any questions a shareholder may have.
The Board is also happy to respond to any written queries made by
shareholders during the course of the year and can be contacted at the
Company's registered office: The Magdalen Centre, Oxford Science Park,
Oxford OX4 4GA.
Going Concern
After making enquiries, the Directors have a reasonable expectation that
the Company has adequate resources to continue in operational existence
for the foreseeable future. For this reason they have adopted the going
concern basis in preparing the financial statements.
Substantial Shareholders
At 28 February 2017, the Company has been notified by Neville Registrars
of five investors whose interest exceeds three percent of the Company's
issued share capital (Vidacos Nominees Ltd, 12.7% (beneficial interest
of Starcap ANS 7.4%); Redmayne Nominees Ltd 4.8% (beneficial interest of
Shivani Palakpari Shree Parikh representing 4.7%); Barclayshare Nominees
(Europe) Ltd, 3.5%; Richard Vessey, 3.4%; and TD Direct Investing
Nominees (Europe) Ltd 3.1%.
Auditors
James Cowper Kreston offer themselves for re-appointment in accordance
with Section 489 of the Companies Act 2006.
On behalf of the Board
Richard Roth
Chairman
10 May 2017
Directors' Remuneration Report
Introduction
This report has been prepared by the Directors in accordance with the
requirements of the Companies Act 2006. The Company's independent
auditor, James Cowper Kreston, is required to give its opinion on
certain information included in this report. This report includes a
statement regarding the Directors' Remuneration Policy. Resolutions to
approve the Directors' Remuneration Report will be proposed at the
Annual General Meeting on 5 July 2017.
The Directors' Remuneration Policy was approved by shareholders at the
AGM on 26 August 2015. The Directors' Remuneration Report for the year
ended 29 February 2016 was approved by shareholders at the AGM on 8 July
2016 on a unanimous show of hands and 100% of proxies voted in favour.
This report sets out the Company's forward-looking Directors'
Remuneration Policy and the Annual Remuneration Report which describes
how this policy has been applied during the year.
Directors' Terms of Appointment
The Board consists entirely of non-executive Directors who meet at least
four times a year and on other occasions as necessary to deal with
important aspects of the Company's affairs. Directors are appointed with
the expectation that they will serve for at least three years and are
expected to devote the time necessary to perform their duties. All
Directors retire at the first general meeting after election and
thereafter every third year, with at least one Director standing for
election or re-election each year. Re-election will be recommended by
the Board but is dependent upon shareholder vote. Directors who have
been in office for more than nine years will stand for annual
re-election in line with the AIC Code. There are no service contracts in
place, but Directors have a letter of appointment.
Directors' Remuneration Policy
The Board acts as the Remuneration Committee and meets annually to
review Directors' pay to ensure it remains appropriate given the need to
attract and retain candidates of sufficient calibre and ensure they are
able to devote the time necessary to lead the Company in achieving its
strategy. The Board has not engaged any third party consultancy
services, but did consult with the previous Chairman, Michael O'Regan
and Richard Vessey, the previous Chairman of Oxford Technology 3 VCT
when the current levels were determined in 2015.
The Articles of Association of the company state that the aggregate of
the remuneration (by way of fee) of all the Directors shall not exceed
GBP50,000 per annum unless otherwise approved by Ordinary Resolution of
the Company. Based on the Company sharing a Common Board with the other
Oxford Technology VCT funds the following Directors' fees are payable by
the Company;
per annum
Director Base Fee GBP3,500
Chairman's Supplement GBP2,000
Audit Committee Chairman GBP3,000
Audit Committee Member GBP1,500
Each of the directors have agreed to waive GBP1,500 of their fee until
the fund performance improves. Fees are currently paid annually. The
fees are not specifically related to the Directors' performance, either
individually or collectively. No expenses are paid to the Directors.
There are no share option schemes or pension schemes in place but
Directors are entitled to a share of the carried interest as detailed
below.
Richard Roth chairs the Company. Richard also chairs the Audit Committee,
with Robin Goodfellow as a member of the Committee. As the VCT is
self-managed, the Audit Committee carries out a particularly important
role for the VCT and has played a greater part in the production of the
annual accounts compared to earlier years.
Alex Starling and Richard Roth receive no remuneration in respect of
their directorships of OT2 Managers Ltd, the Company's Investment
Manager.
The performance fee is detailed in note 3. Current Directors are
entitled to benefit from any payment made, subject to a formula driven
by relative lengths of service. The performance fee becomes payable if
a certain cash return threshold to shareholders is exceeded - the excess
is then subject to a 20% carry that is distributed to Oxford Technology
Management, past Directors and current Directors; the remaining 80% is
returned to shareholders. At 28 February 2017 no performance fee was
due nor accrued.
Should any performance fee be payable at the end of the year to 28
February 2018, Alex Starling, Robin Goodfellow, and Richard Roth would
each receive 0.23% of any amount over the threshold and David Livesley
0.80%. No performance fee will be payable for the year ending 28
February 2018 unless original shareholders have received back at least
144.8p in cash for each 100p (gross) invested.
Relative Spend on Directors' Fees
The Company has no employees, so no consultation with employees or
comparison measurements with employee remuneration are appropriate.
Loss of Office
In the event of anyone ceasing to be a Director, for any reason, no loss
of office payments will be made. There are no contractual arrangements
entitling any Director to any such payment.
Annual Remuneration Report
Directors' Fees Year End 28/02/18 Year End 28/02/17 Year End 29/02/16
(unaudited) (audited) (audited)
Richard Roth GBP7,000 GBP7,000 GBP4,667
Alex Starling GBP2,000 GBP2,000 GBP1,333
Mike O'Regan* - - GBP0
Lucius Cary - - GBP1,250
Robin Goodfellow GBP3,500 GBP3,500 GBP2,333
David Livesley GBP2,000 GBP2,000 GBP1,333
Total GBP14,500 GBP14,500 GBP10,916
* Mike O'Regan waived his fees.
Prior to his appointment as a director of OT2, Richard Roth received an
additional one off payment of GBP2,000 in the year to 29 February 2016
as compensation for executive work undertaken in relation to the setting
up of the Common Board structure.
Income Statement
Year Ended Year Ended
28 February 2017 29 February 2016
Note Revenue Capital Total Revenue Capital Total
Ref. GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gain on disposal of fixed asset investments - - - - 142 142
Unrealised gain on valuation of fixed asset
investments - 653 653 - 83 83
Investment income 2 27 - 27 36 - 36
Investment management fees 3 (5) (14) (19) (3) (14) (17)
Other expenses 4 (45) - (45) (52) - (52)
Return on ordinary activities before tax (23) 639 616 (19) 211 192
Taxation on return on ordinary activities 5 - - - - - -
Return on ordinary activities after tax (23) 639 616 (19) 211 192
Return on ordinary activities after tax attributable
to
equity shareholders (23) 639 616 (19) 211 192
Earnings per share - basic and diluted 6 (0.4)p 9.4p 9.0p (0.2)p 3.1p 2.9p
There was no other Comprehensive Income recognised during the year.
The 'Total' column of the Income Statement is the Profit and Loss
Account of the Company, the supplementary Revenue and Capital return
columns have been prepared under guidance published by the Association
of Investment Companies.
All Revenue and Capital items in the above statement derive from
continuing operations.
The Company has only one class of business and derives its income from
investments made in shares and securities and from bank and money market
funds.
The accompanying notes are an integral part of the financial statements.
Statement of Changes in Equity
Unrealised Profit
Share Share Capital & Loss
Capital Premium Reserve Reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 March 2015 679 376 803 32 1,890
Revenue return on ordinary activities after tax - - - (19) (19)
Expenses charged to capital - - - (14) (14)
Current period gains on disposal - - - 142 142
Current period gains on fair value of
investments - - 83 - 83
Prior years' losses now realised - - (207) 207 -
Movement in reserves (note 11) - - (1,097) 1,097 -
Dividends paid - - - (170) (170)
Balance as at 29 February 2016 679 376 (418) 1,275 1,912
Revenue return on ordinary activities after tax - - - (23) (23)
Expenses charged to capital - - - (14) (14)
Current period gains on disposal - - - - -
Current period gains on fair value of
investments - - 653 - 653
Balance as at 28 February 2017 679 376 235 1,238 2,528
The accompanying notes are an integral part of the financial statements.
Balance Sheet
Year Ended Year Ended
28 February 2017 29 February 2016
Note
Ref. GBP'000 GBP'000 GBP'000 GBP'000
Fixed Asset Investments At Fair
Value 7 2,405 1,602
Current Assets
Debtors 8 2 21
Cash At Bank 146 333
Creditors: Amounts Falling Due
Within 1 Year 9 (25) (27)
Net Current Assets 123 327
Creditors: Amounts Falling Due
In More Than 1 Year 9 - (17)
Net Assets 2,528 1,912
Called Up Equity Share Capital 10 679 679
Share Premium 376 376
Unrealised Capital Reserve 11 235 (418)
Profit and Loss Account Reserve 11 1,238 1,275
Total Equity Shareholders'
Funds 11 2,528 1,912
Net Asset Value Per Share 37.2p 28.2p
The accompanying notes are an integral part of the financial statements.
The statements were approved by the Directors and authorised for issue
on 10 May 2017 and are signed on their behalf by:
Richard Roth
Chairman
Statement of Cash Flows
Year Ended Year Ended
28 February 2017 29 February 2016
GBP'000 GBP'000
Cash flows from operating activities
Return on ordinary activities before tax 616 192
Adjustments for:
Gain on disposal of investments - (142)
Gain on valuation of investments (653) (83)
Decrease/(increase) in debtors 19 (2)
Decrease in creditors (19) (17)
Outflow from operating activities (37) (52)
Cash flows from investing activities
Purchase of investments (150) (13)
Disposal of investments - 355
Dividends paid - (170)
(Decrease)/increase in cash at bank (187) 120
Opening cash and cash equivalents 333 213
Cash and cash equivalents at year end 146 333
The accompanying notes are an integral part of the financial statements.
Notes to the Financial Statements
The financial statements have been prepared under Financial Reporting
Standard 102 - 'The Financial Reporting Standard applicable in the
United Kingdom and Republic of Ireland' ('FRS 102'). The accounting
policies have not materially changed from last year.
1. Principal Accounting Policies
Basis of Preparation
The financial statements have been prepared under the historical cost
convention, except for the measurement at fair value of certain
financial instruments, and in accordance with UK Generally Accepted
Accounting Practice ("GAAP"), including FRS 102 and with the Companies
Act 2006 and the Statement of Recommended Practice (SORP) 'Financial
Statements of Investment Trust Companies and Venture Capital Trusts
(revised 2014)' issued by the AIC.
The principal accounting policies have remained materially unchanged
from those set out in the Company's 2016 Annual Report and financial
statements. A summary of the principal accounting policies is set out
below.
FRS 102 sections 11 and 12 have been adopted with regard to the
Company's financial instruments. The Company held all fixed asset
investments at fair value through profit or loss. Accordingly, all
interest income, fee income, expenses and gains and losses on
investments are attributable to assets held at fair value through profit
or loss.
The most important policies affecting the Company's financial position
are those related to investment valuation and require the application of
subjective and complex judgements, often as a result of the need to make
estimates about the effects of matters that are inherently uncertain and
may change in subsequent periods. These are discussed in more detail
below.
Going Concern
After reviewing the Company's forecasts and expectations, the Directors
have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. The
Company therefore continues to adopt the going concern basis in
preparing its financial statements.
Key Judgements and Estimates
The preparation of the financial statements requires the Board to make
judgements and estimates regarding the application of policies and
affecting the reported amounts of assets, liabilities, income and
expenses. Estimates and assumptions mainly relate to the fair valuation
of the fixed asset investments particularly unquoted investments.
Estimates are based on historical experience and other assumptions that
are considered reasonable under the circumstances. The estimates and the
assumptions are under continuous review with particular attention paid
to the carrying value of the investments.
Investments are regularly reviewed to ensure that the fair values are
appropriately stated. Unquoted investments are valued in accordance with
current International Private Equity and Venture Capital Valuation
(IPEV) guidelines, which can be found on their website at
www.privateequityvaluation.com, although this does rely on subjective
estimates such as appropriate sector earnings multiples, forecast
results of investee companies, asset values of investee companies and
liquidity or marketability of the investments held.
Although the Directors believe that the assumptions concerning the
business environment and estimate of future cash flows are appropriate,
changes in estimates and assumptions could result in changes in the
stated values. This could lead to additional changes in fair value in
the future.
Functional and Presentational Currency
The financial statements are presented in Sterling (GBP). The functional
currency is also Sterling (GBP).
Cash and Cash Equivalents
Cash and cash equivalents includes cash in hand, deposits held at call
with banks, other short-term highly liquid investments with original
maturities of three months or less and also include bank overdrafts.
Fixed Asset Investments
The Company's principal financial assets are its investments and the
policies in relation to those assets are set out below.
Purchases and sales of investments are recognised in the financial
statements at the date of the transaction (trade date).
These investments will be managed and their performance evaluated on a
fair value basis and information about them is provided internally on
that basis to the Board. Accordingly, as permitted by FRS 102, the
investments are measured as being fair value through profit or loss on
the basis that they qualify as a group of assets managed, and whose
performance is evaluated, on a fair value basis in accordance with a
documented investment strategy. The Company's investments are measured
at subsequent reporting dates at fair value.
In the case of investments quoted on a recognised stock exchange, fair
value is established by reference to the closing bid price on the
relevant date or the last traded price, depending upon convention of the
exchange on which the investment is quoted. In the case of AIM quoted
investments this is the closing bid price.
In the case of unquoted investments, fair value is established by using
measures of value such as the price of recent transactions, earnings
multiple, revenue multiple, discounted cash flows and net assets. These
are consistent with the IPEV guidelines.
Gains and losses arising from changes in fair value of investments are
recognised as part of the capital return within the Income Statement and
allocated to the unrealised capital reserve.
In the preparation of the valuations of assets the Directors are
required to make judgements and estimates that are reasonable and
incorporate their knowledge of the performance of the investee
companies.
Fair Value Hierarchy
Paragraph 34.22 of FRS 102 regarding financial instruments that are
measured in the balance sheet at fair value requires disclosure of fair
value measurements dependent on whether the stock is quoted and the
level of the accuracy in the ability to determine its fair value. The
fair value measurement hierarchy is as follows:
For Quoted Investments:
Level a: quoted prices in active markets for an identical asset. The
fair value of financial instruments traded in active markets is based on
quoted market prices at the balance sheet date. A market is regarded as
active if quoted prices are readily and regularly available, and those
prices represent actual and regularly occurring market transactions on
an arm's length basis. The quoted market price used for financial assets
held is the bid price at the Balance Sheet date.
Level b: where quoted prices are not available (or where a stock is
normally quoted on a recognised stock exchange that no quoted price is
available), the price of a recent transaction for an identical asset,
providing there has been no significant change in economic circumstances
or a significant lapse in time since the transaction took place. The
Company holds no such investments in the current or prior year.
For investments not quoted in an active market:
Level c: the fair value of financial instruments that are not traded in
an active market is determined by using valuation techniques. These
valuation techniques maximise the use of observable data (e.g. the price
of recent transactions, earnings multiple, discounted cash flows and/or
net assets) where it is available and rely as little as possible on
entity specific estimates. If all significant inputs required to fair
value an instrument are observable, the instrument is included in level
c (i). If one or more of the significant inputs is not based on
observable market data, the instrument is included in level c (ii).
There have been no transfers between these classifications in the year
(2016: none). The change in fair value for the current and previous year
is recognised in the income statement.
Income
Investment income includes interest earned on bank balances and from
unquoted loan note securities, and dividends. Fixed returns on debt are
recognised on a time apportionment basis so as to reflect the effective
yield, provided it is probable that payment will be received in due
course. Dividend income from investments is recognised when the
shareholders' rights to receive payment have been established, normally
the ex dividend date.
Expenses
All expenses are accounted for on an accruals basis. Expenses are
charged wholly to revenue with the exception of the investment
management fee which has been charged 75% to capital and 25% to revenue.
Any applicable performance fee will be charged 100% to capital.
Revenue and Capital
The revenue column of the Income Statement includes all income and
revenue expenses of the Company. The capital column includes gains and
losses on disposal and holding gains and losses on investments. Gains
and losses arising from changes in fair value of investments are
recognised as part of the capital return within the Income Statement and
allocated to the appropriate capital reserve on the basis of whether
they are realised or unrealised at the balance sheet date.
Taxation
Current tax is recognised for the amount of income tax payable in
respect of the taxable profit for the current or past reporting periods
using the current tax rate. The tax effect of different items of
income/gain and expenditure/loss is allocated between capital and
revenue return on the "marginal" basis as recommended in the SORP.
Deferred tax is recognised on an undiscounted basis in respect of all
timing differences that have originated but not reversed at the balance
sheet date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is
probable that they will be recovered against the reversal of deferred
tax liabilities or other future taxable profits.
Financial Instruments
The Company's principal financial assets are its investments and the
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 into.
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.
The Company does not have any externally imposed capital requirements.
Reserves
Called up Equity Share Capital - represents the nominal value of shares
that have been issued.
Share Premium Account - includes any premiums received on issue of share
capital. Any transaction costs associated with the issuing of shares are
deducted from the Share Premium Account.
Unrealised Capital Reserve arises when the Company revalues the
investments still held during the period and any gains or losses arising
are credited/charged to the Unrealised Capital Reserve. When an
investment is sold, any balance held on the Unrealised Capital Reserve
is transferred to the Profit and Loss Reserve as a movement in reserves.
The Profit and Loss Reserve represents the aggregate of accumulated
realised profits, less losses and dividends.
Dividends Payable
Dividends payable are recognised as distributions in the financial
statements when the Company's liability to make payment has been
established. This liability is established for interim dividends when
they are declared by the Board, and for final dividends when they are
approved by the Shareholders.
Investment Income
Year Ended Year Ended
28 February 2017 29 February 2016
GBP'000 GBP'000
Dividends received 27 36
Total 27 36
3. Investment Management Fees
Expenses are charged wholly to revenue with the exception of the
investment management fee which has been charged 75% to the capital
reserve in line with industry practice.
Year Ended Year Ended
28 February 2017 29 February 2016
GBP'000 GBP'000
Investment management fee 19 19
Cost cap refund from OTM - (2)
Total 19 17
In the year to 28 February 2017 the manager received a fee of 1% of the
net asset value as at the previous year end. (2016: 1%). Oxford
Technology Management is also entitled to certain monitoring fees from
investee companies and the Board reviews the amounts.
Oxford Technology Management had previously agreed to defer 25% of the
2% management fee to which it was contractually entitled (ie 0.5% of net
assets) until such a time when the finances of the Company made this
payment more affordable. As part of the revised agreement with effect
from 1 March 2015 the Board have agreed to pay the deferred balance over
a 36 month period.
A performance fee is payable to the Investment Manager once original
shareholders have received a specified threshold in cash for each 100p
(gross) invested. The original threshold of 100p has now been increased
by compounding that portion that remains to be paid to shareholders by
6% per annum with effect from 1 March 2010, resulting in the remaining
required threshold rising to 124.3p at 28 February 2017, corresponding
to a total shareholder return of 137.3p after taking into account the
13p already paid out (13p + 124.3p = 137.3p). After this amount has
been distributed to shareholders, each extra 100p distributed goes 80p
to the shareholders and 20p to the beneficiaries of the performance
incentive fee, of which Oxford Technology Management receives 14p. No
performance fee has become due or been paid to date. Any applicable
performance fee will be charged 100% to capital.
Expenses are capped at 3%, including the management fee but excluding
Directors' fees and any performance fee. Accordingly Oxford Technology
Management reduced their management fee by GBP nil (2016: GBP2,000).
4. Other Expenses
All expenses are accounted for on an accruals basis. All expenses are
charged through the income statement except as follows:
-- those expenses which are incidental to the acquisition of an investment
are included within the cost of the investment;
-- expenses which are incidental to the disposal of an investment are
deducted from the disposal proceeds of the investment.
Year Ended Year Ended
28 February 2017 29 February 2016
GBP'000 GBP'000
Directors' remuneration 15 11
Auditors' remuneration 6 6
Other expenses 24 35
Total 45 52
5. Tax on Ordinary Activities
Corporation tax payable at 20% (2016: 20%) is applied to profits
chargeable to corporation tax, if any. The corporation tax charge for
the period was GBPnil (2016: GBPnil)
Year Ended Year Ended
28 February 2017 29 February 2016
GBP'000 GBP'000
Return on ordinary activities before tax 616 192
Current tax at standard rate of taxation 123 38
UK dividends not taxable (5) (7)
Unrealised gains not taxable (131) (17)
Realised gains not taxable - (28)
Excess management expenses carried
forward 13 14
Total current tax charge - -
Unrelieved management expenses of GBP1,465,200 (2016: GBP1,400,741)
remain available for offset against future taxable profits.
6. Earnings per Share
The calculation of earnings per share (basic and diluted) for the period
is based on the net profit of GBP616,000 (2016: GBP192,000) attributable
to shareholders divided by the weighted average number of shares
6,792,923 (2016; 6,792,923) in issue during the period.
There are no potentially dilutive capital instruments in issue and,
therefore, no diluted returns per share figures are relevant. The basic
and diluted earnings per share are therefore identical.
7. Investments
Unquoted investments
Level c(ii)
GBP'000 Total investments GBP'000
Valuation and net book
amount:
Book cost as at 29 February
2016 2,020 2,020
Cumulative revaluation (418) (418)
Valuation at 29 February 2016 1,602 1,602
Movement in the year:
Purchases at cost 150 150
Disposals - costs - -
Disposals - revaluation - -
Revaluation in year 653 653
Valuation at 28 February 2017 2,405 2,405
Book cost at 28 February 2017 2,170 2,170
Cumulative revaluation to 28
February 2017 235 235
Valuation at 28 February 2017 2,405 2,405
Subsidiary Company
The Company also holds 100% of the issued share capital of OT2 Managers
Ltd at a cost of GBP1.
Results of the subsidiary undertaking for the year ended 28 February
2017 are as follows:
Country of Nature of Turnover Retained profit/loss Net Assets
Registration Business
OT2 England and Investment
Managers Wales Manager GBP19,122 GBP0 GBP1
Ltd
Consolidated group financial statements have not been prepared as the
subsidiary undertaking is not considered to be material for the purpose
of giving a true and fair view. The Financial Statements therefore
present only the results of Oxford Technology 2 VCT plc, which the
Directors also consider is the most useful presentation for
Shareholders.
8. Debtors
28 February 2017 29 February 2016
GBP'000 GBP'000
Prepayments, accrued income & other
debtors 2 21
Total 2 21
9. Creditors - amounts falling due in less than 1 year
28 February 2017 29 February 2016
GBP'000 GBP'000
Investment management fee accrual 18 18
Other creditors and accruals 7 9
Total 25 27
Creditors - amounts falling due in more than 1 year
28 February 2017 29 February 2016
GBP'000 GBP'000
Investment management fee accrual - 17
Total - 17
The Investment Manager has previously deferred 25% of fees, as detailed
in Note 3. These are now being paid between March 2015 and February
2018.
10. Share Capital
28 February 2017 29 February 2016
GBP'000 GBP'000
Authorised:
10,000,000 ordinary shares of 10p each 1,000 1,000
Total Authorised 1,000 1,000
Allotted, called up and fully paid:
6.792,923 (2016: 6,792,923) ordinary shares of 10p
each 679 679
11. Reserves
When the Company revalues its investments during the period, any gains
or losses arising are credited/charged to the Income Statement. Changes
in fair value of investments are then transferred to the Unrealised
Capital Reserve. When an investment is sold any balance held on the
Unrealised Capital Reserve is transferred to the Profit and Loss Account
Reserve as a movement in reserves.
The transfer between the Unrealised Capital Reserve and the Profit and
Loss Reserve in 2016 was the result of the correction of historic
misclassifications between the two reserves. The historic
misclassifications were immaterial as they had no impact on reported
returns or net assets and had no bearing on any distributions.
Distributable reserves are GBP1,238,000 as at 28 February 2017 (2016:
GBP857,000).
Reconciliation of Movement in Shareholders' Funds
28 February 2017 29 February 2016
GBP'000 GBP'000
Shareholders' funds at start of year 1,912 1,890
Return on ordinary activities after tax 616 192
Dividends paid - (170)
Shareholders' funds at end of year 2,528 1,912
The Company paid a dividend of 2.5p per share on 19 February 2016.
12. Financial Instruments and Risk Management
The Company's financial instruments comprise equity and loan note
investments, cash balances and debtors and creditors. The Company holds
financial assets in accordance with its investment policy of investing
mainly in a portfolio of VCT - qualifying quoted and unquoted securities
whilst holding a proportion of its assets in cash or near cash
investments in order to provide a reserve of liquidity. The risk faced
by these instruments, such as interest rate risk or liquidity risk is
considered to be minimal due to their nature. All of these are carried
in the accounts at fair value.
The Company's strategy for managing investment risk is determined with
regard to the Company's investment objective. The management of market
risk is part of the investment management process and is a central
feature of venture capital investment. The Company's portfolio is
managed with regard to the possible effects of adverse price movements
and with the objective of maximising overall returns to shareholders.
Investments in unquoted companies, by their nature, usually involve a
higher degree of risk than investments in companies quoted on a
recognised stock exchange, though the risk can be mitigated to a certain
extent by diversifying the portfolio across business sectors and asset
classes. The overall disposition of the Company's assets is regularly
monitored by the Board.
13. Capital Commitments
The Company had no commitments at 28 February 2017 or 29 February 2016.
14. Related Party Transactions
OT2 Managers Ltd, a wholly owned subsidiary, provides investment
management services to the Company with effect from 1 July 2015 for a
fee of 1% of net assets per annum. During the year, GBP19,122 was paid
in respect of these fees (2016: GBP12,601). No amounts were outstanding
at the year end.
15. Events after the Balance Sheet Date
There are no reportable events after the Balance Sheet date.
Company Number: 3928569
Note to the announcement:
The financial information set out in this announcement does not
constitute statutory accounts as defined in the Companies Act 2006 ("the
Act"). The balance sheet as at 28 February 2017, income statement and
cash flow statement for the period then ended have been extracted from
the Company's 2017 statutory financial statements upon which the
auditor's opinion is unqualified and does not include any statement
under the section 495 of the Act.
The Annual Report and Accounts for the year ended 28 February 2017 will
be filed with the Registrar of Companies.
Copies of the documents will be submitted to the National Storage
Mechanism and are available for inspection at:
http://www.mornningstar.co.uk/uk/NNSM
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Oxford Technology 2 VCT plc via Globenewswire
http://www.oxfordtechnology.com
(END) Dow Jones Newswires
May 10, 2017 12:01 ET (16:01 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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