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Share Name Share Symbol Market Type Share ISIN Share Description
Albion Technology & General Vct Plc LSE:AATG London Ordinary Share GB0005581672 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 75.00 73.50 76.50 75.00 74.75 75.00 15,000 08:00:17
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Equity Investment Instruments 0.6 -0.2 -0.2 - 83

Albion Tech&Gen VCT Albion Technology & General Vct Plc: Half-yearly Financial Report

20/09/2021 3:37pm

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Albion Technology & General VCT PLC

LEI number: 213800TKJUY376H3KN16

As required by the UK Listing Authority's Disclosure Guidance and Transparency Rule 4.2, Albion Technology & General VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 30 June 2021. This announcement was approved by the Board of Directors on 20 September 2021.

The full Half-yearly Financial Report (which is unaudited) for the period to 30 June 2021, will shortly be sent to shareholders. Copies of the full Half-yearly Financial Report will be shown via the Albion Capital Group LLP website by clicking www.albion.capital/funds/AATG/30Jun21.pdf.

Investment objective and policy

The Company's investment objective is to provide investors with a regular and predictable source of dividend income, combined with the prospect of long-term capital growth, through a balanced portfolio of predominantly unquoted growth and technology businesses in a qualifying Venture Capital Trust ("VCT").

Investment policy

The Company will invest in a broad portfolio of unquoted growth and technology businesses. Allocation of assets will be determined by the investment opportunities which become available, but efforts will be made to ensure that the portfolio is diversified in terms of sectors and stages of maturity of portfolio companies.

VCT qualifying and non-qualifying investments

Application of the investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue and Customs ("VCT regulations"). The maximum amount invested in any one company is limited to any HMRC annual investment limits. It is intended that normally at least 80 per cent. of the Company's funds will be invested in VCT qualifying investments. The VCT regulations also have an impact on the type of investments and qualifying sectors in which the Company can make an investment.

Funds held either prior to investing in VCT qualifying assets or for liquidity purposes will be held as cash on deposit, invested in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings or invested in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so). Investment in such open-ended equity funds will not exceed 7.5 per cent. of the Company's assets at the time of investment.

Risk diversification and maximum exposures

Risk is spread by investing in a number of different businesses within VCT qualifying industry sectors using a mixture of securities. The maximum the Company will invest in a single company is 15 per cent. of the Company's assets at cost at the time of investment. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of investments' suitability for sale. It is possible that individual holdings may grow in value to a point where they represent a significantly higher proportion of total assets prior to a realisation opportunity being available.

Borrowing powers

The Company's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Directors do not have any intention of utilising long-term gearing.

Financial calendar

 
Record date for second dividend for the year      3 December 2021 
 Payment date for second dividend for the year   31 December 2021 
 Financial year end                                   31 December 
 

Financial highlights

 
                                                    Unaudited 
                          Unaudited              six months ended                 Audited 
                 six months ended 30 June 2021     30 June 2020                  year ended 
                       (pence per share)         (pence per share)   31 December 2020 (pence per share) 
Opening net 
 asset value                             69.35               82.58                                82.58 
Capital 
 return/(loss)                           11.15              (2.70)                               (0.06) 
Revenue loss                            (0.11)              (0.07)                               (0.22) 
                ------------------------------  ------------------  ----------------------------------- 
Total 
 return/(loss)                           11.04              (2.77)                               (0.28) 
Ordinary 
 dividends 
 paid                                   (1.73)              (2.00)                               (3.95) 
Special 
 dividend 
 paid                                        -                   -                               (9.00) 
Impact from 
 share capital 
 movements                              (0.49)                0.04                                    - 
                ------------------------------  ------------------  ----------------------------------- 
Net asset 
 value                                   78.17               77.85                                69.35 
 
 
                                                    Ordinary shares 
Total shareholder value to 30 June 2021           (pence per share) 
----------------------------------------------  ------------------- 
Total dividends paid during the period ended: 
31 December 2001                                               1.00 
31 December 2002                                               2.00 
31 December 2003                                               1.50 
31 December 2004                                               7.50 
31 December 2005                                               9.00 
31 December 2006                                               8.00 
31 December 2007                                               8.00 
31 December 2008                                              16.00 
31 December 2009                                                  - 
31 December 2010                                               8.00 
31 December 2011                                               5.00 
31 December 2012                                               5.00 
31 December 2013                                               5.00 
31 December 2014                                               5.00 
31 December 2015                                               5.00 
31 December 2016                                               5.00 
31 December 2017                                               4.00 
31 December 2018                                               4.00 
31 December 2019                                               4.00 
31 December 2020                                              12.95 
30 June 2021                                                   1.73 
                                                 ------------------ 
Total dividends paid to 30 June 2021                         117.68 
Net asset value as at 30 June 2021                            78.17 
                                                 ------------------ 
Total shareholder value to 30 June 2021                      195.85 
                                                 ------------------ 
 

In addition to the dividends paid above, the Board declared a second dividend for the year ending 31 December 2021 of 1.95 pence per Ordinary share to be paid on 31 December 2021 to shareholders on the register on 3 December 2021.

Further details regarding the total shareholder value for C Shares and Albion Income and Growth VCT PLC can be found at www.albion.capital/funds/AATG under the 'Financial Summary for Previous Funds' section.

Notes

Total shareholder value for every 100 pence invested on initial allotment. The table above excludes tax benefits upon subscription.

Interim management report

Introduction

I am delighted to report a strong positive total return for the six months to 30 June 2021 of 11.04 pence per share, which represents a 15.9% uplift on opening net asset value. We continue to see resilience and, in many cases, growth from our portfolio, with many of our portfolio companies demonstrating the value of the services they provide to their customers as the economy emerges from the Covid-19 pandemic ("the Pandemic").

Results and dividends

The net asset value per Ordinary share as at 30 June 2021 has increased to 78.17 pence in the six months (31 December 2020: 69.35 pence; 30 June 2020: 77.85 pence (pre special dividend payment of 12.95 pence per share)), mainly due to the continuing progress of a number of our portfolio companies as discussed below.

In line with our dividend policy, targeting 5% of NAV per annum, the Company paid a dividend of 1.73 pence per share during the period to 30 June 2021 (2020: 2.00 pence per share). The Company will pay a second dividend for the financial year to 31 December 2021 of 1.95 pence per share on 31 December 2021 to shareholders on the register on 3 December 2021, being 2.5% of the latest reported NAV at 30 June 2021.

This will bring the total dividends paid for the year ending 31 December 2021 to 3.68 pence per share, which equates to a 5.3% yield on the opening NAV of 69.35 pence per share at 31 December 2020.

Performance and portfolio update

The total gain on investments for the period ended 30 June 2021 was GBP15.0 million (31 December 2020: gain of GBP1.5 million; 30 June 2020: loss of GBP2.2 million). The key movements in the period include GBP8.9 million valuation uplift to Quantexa, and GBP2.2 million uplift to Oviva following their successful, externally led, funding rounds. Encouragingly, we have also seen many of our other portfolio companies performing well, including GBP1.0 million uplift to Black Swan Data, GBP0.9 million uplift to Phrasee and GBP0.8 million uplift to The Evewell Group.

There have also been some write-downs in our portfolio, the largest being memsstar (GBP0.8m) reflecting the effect of the Pandemic on its trading, and Mirada (GBP0.7 million) as its ability to sell its software into hospitals has also been hampered by the Pandemic.

The period saw a number of disposals with proceeds totalling GBP1.7 million, which has led to realised gains of GBP0.9 million. The principal exit was the sale of OmPrompt Holdings in March which resulted in a return of 2.3 times cost, and generated proceeds of GBP0.7 million. SBD Automotive was also sold generating 2.1 times cost. Further details on these disposals can be found in the table below.

Further information on the portfolio of investments can be found below.

During the period, a total of GBP4.6 million was deployed into portfolio companies, of which GBP2.4 million was invested in five new portfolio companies, all of which should result in further investment as the companies prove themselves and grow. These are:

   -- GBP1.0 million into Threadneedle Software Holdings Limited (trading as 
      Solidatus), a provider of data lineage software to enterprise customers 
      in regulated sectors, which allows them to rapidly discover, visualise, 
      catalogue and understand how data flows through their systems; 
 
   -- GBP0.5 million into Gravitee Topco Limited (trading as Gravitee.io), an 
      API management platform; 
 
   -- GBP0.4 million into NuvoAir AB, a provider of digital therapeutics and 
      decentralised clinical trials for respiratory conditions; 
 
   -- GBP0.3 million into Brytlyt Limited, which uses patented software and AI, 
      combined with the superior computation power of graphics processing units 
      (GPUs), to derive insights thousands of times faster than legacy systems; 
      and 
 
   -- GBP0.2 million into Accelex Technology Limited (trading as Accelex), a 
      provider of data extraction and analytics technology for private capital 
      markets. 

A further GBP2.2 million was invested in existing portfolio companies, including GBP0.9 million into Black Swan Data to support the restructure of its business to focus primarily on predictive analytics for consumer brands; GBP0.4 million into uMotif to take advantage of a growing market for its software which gathers data from clinical trials; and GBP0.4 million into Panaseer to continue to develop its cyber security platform.

Current portfolio sector allocation

Set out at the bottom of this announcement is the sector diversification of the portfolio of investments as at 30 June 2021.

Board Composition

During the period, Neil Cross retired after being Chairman of your Company since its launch in 2000. I would like to thank Neil for his outstanding stewardship, insightful contributions and guidance, not least in his assistance to me during my time on the Board.

After serving as a non-executive Director of the Company for nine years, Modwenna Rees-Mogg will be retiring from the Board on 20 September 2021. We have valued her hugely thoughtful contributions and wish her well in the future.

The Nomination Committee is engaged in succession planning, but the Board has adequate skills and experience, amongst the four ongoing directors, to oversee the activities of the Company. I was pleased to accept the role of chair during the next stage of the Company's development, including refreshing the Board. In relinquishing the role of Audit Chair, I am confident that Margaret Payn will fulfil the role well. The roles of Senior Independent Director and Remuneration Committee chair will be filled in due course as part of the succession planning.

Share buy-backs

It remains the Board's policy to buy-back shares in the market, subject to the overall constraint that such purchases are in the Company's interest. This includes the maintenance of sufficient cash resources for investment in new and existing portfolio companies and the continued payment of dividends to shareholders.

It is the Board's intention that such buy-backs should be at around a 5% discount to net asset value, in so far as market conditions and liquidity permit. The Company purchased 1,514,472 Ordinary shares for treasury during the period at a total cost of GBP1.0 million. The Company continues to provide active buy-back to help provide good secondary market liquidity for those who want to dispose of all or part of their shareholdings.

Risks, uncertainties and prospects

The continuing uncertainty and wide-reaching implications arising from the Pandemic remains the key risk facing the Company, including the impact on the UK and Global economies and the prospect of inflation as a result of government intervention during the crisis. There are also continuing potential implications of the UK's departure from the European Union which may adversely affect our underlying portfolio companies. The Manager is continually assessing the exposure to such risks for each portfolio company, and where possible appropriate actions are being implemented. Overall investment risk, however, is mitigated through a variety of processes, including our policy of aiming to achieve balance in the portfolio through the inclusion of sectors that are less exposed to the business and consumer cycles and in trying to identify, and nurture, good individual investment opportunities.

Other principal risks and uncertainties are detailed in note 13 below.

Albion VCTs Top Up Offers

As announced in the Annual Report and Financial Statements for the year ended 31 December 2020, the 2020/21 Offers were fully subscribed and closed having raised GBP15.5 million for the Company. The Board was pleased to see the high level of demand for the Company's shares from existing and new shareholders. The Board will consider participating in any Albion VCTs Top Up Offers for 2021/22.

The proceeds of the Offer are being used to provide support to our existing portfolio companies and to enable us to take advantage of new and exciting investment opportunities as they arise, a number of which are noted above. Details on the share allotments during the period can be found in note 8.

Transactions with the Manager

Details of the transactions that took place with the Manager in the period can be found in note 5. Details of related party transactions can be found in note 11.

The Company has had a Management Performance Incentive scheme in place since the Company launched in 2000, with the last changes to the scheme being in 2013. The circumstances of the Company and markets in general have changed dramatically since 2000, not least in the ownership of the Company through Top Up Offers, a merger in 2013 and share buy-backs. The portfolio of the Company, and the demands on Managing such a portfolio, are quite different from two decades ago, as is the VCT market more generally, with technology and sector specialisation becoming more important, and against more stringent VCT eligibility requirements.

Consequently, the Board and Manager recognise that the current Management Performance Incentive scheme is not in alignment with the Company's current and future circumstances. Accordingly, the Board has agreed with the Manager to review the current arrangements and to make a proposal to shareholders, which will require shareholder approval, in the Annual Report and Financial Statements for the year ending 31 December 2021. The proposal will include full detail and explanation of changed circumstances and the impact of what is being proposed.

It continues to be the Board's belief that an appropriate incentive fee structure is an important tool for ensuring efficiency of returns for investors and for attracting and retaining good investment management skills, and aligning these two related ingredients in the best interests of shareholders.

Shareholder seminar

The Board is pleased to report that the current intention of the Manager, Albion Capital, is to host a physical rather than virtual shareholder seminar this year on 12 November 2021, in central London, with the venue to be confirmed. This will be dependent on government guidelines and any changes thereto, and we will keep shareholders informed as the date approaches. The Board and Manager are keen to interact with shareholders and look forward to updating you on portfolio developments, as well as answering any questions.

More details will shortly be available on the Albion Capital website: www.albion.capital.

Outlook

The Board is encouraged by the very positive result for the period, which demonstrates the resilience of our portfolio which is both diversified in terms of companies at different stages of maturity and across a variety of different sectors, as well as capable of delivering good returns. We remain confident that our portfolio companies are well positioned to grow, despite the uncertainty around the longer-term impact of the Pandemic and other market uncertainties, and that our Manager is well positioned to find new opportunities for us, as well as manage our existing investments. The Board believes the Company is well placed to continue to deliver long term value to our shareholders.

Robin Archibald

Chairman

20 September 2021

Responsibility statement

The Directors, Robin Archibald, Margaret Payn, Mary Anne Cordeiro, Modwenna Rees-Mogg and Patrick Reeve, are responsible for preparing the Half-yearly Financial Report. In preparing these condensed Financial Statements for the period to 30 June 2021 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

Robin Archibald

Chairman

20 September 2021

Portfolio of investments

 
                                                 As at 30 June 2021 
                        % voting    Cost    Cumulative movement in value   Value    Change in value for the period* 
Portfolio company        rights    GBP'000             GBP'000             GBP'000              GBP'000 
----------------------  --------                                          --------  ------------------------------- 
Quantexa Limited             2.6     2,740                        14,145    16,885                            8,907 
Radnor House School 
 (TopCo) Limited            14.8     2,710                         2,001     4,711                              152 
Proveca Limited              7.2     1,184                         3,465     4,649                              650 
Chonais River Hydro 
 Limited                    15.7     2,169                         1,769     3,938                             (18) 
Oviva AG                     3.5     1,192                         2,568     3,760                            2,231 
Oxsensis Limited            15.9     2,968                           729     3,697                                - 
Black Swan Data 
 Limited                     9.2     3,268                             -     3,268                            1,005 
Egress Software 
 Technologies Limited        2.2       765                         1,895     2,660                              170 
The Evewell Group 
 Limited                     6.1     1,195                         1,121     2,316                              820 
Cantab Research 
 Limited (T/A 
 Speechmatics)               3.7     1,486                           734     2,220                              734 
Gharagain River Hydro 
 Limited                    18.5     1,526                           670     2,196                              (7) 
Phrasee Limited              2.9       680                         1,091     1,771                              854 
Panaseer Limited             3.1     1,122                           534     1,656                             (30) 
Concirrus Limited            3.2     1,632                             -     1,632                                - 
The Street by Street 
 Solar Programme 
 Limited                     8.1       895                           576     1,471                            (113) 
Elliptic Enterprises 
 Limited                     1.8     1,402                            26     1,428                               26 
MHS 1 Limited               22.5     1,565                         (255)     1,310                             (86) 
Regenerco Renewable 
 Energy Limited              7.9       822                           453     1,275                             (89) 
uMotif Limited               3.8     1,121                            49     1,170                                - 
Convertr Media Limited       6.9     1,105                            40     1,145                                5 
Healios Limited              2.5       633                           417     1,050                             (54) 
The Voucher Market 
 Limited (T/A WeGift)        2.5     1,020                             -     1,020                                - 
Threadneedle Software 
 Holdings Limited (T/A 
 Solidatus)                  1.7     1,014                             -     1,014                                - 
Credit Kudos Limited         4.5       979                             -       979                                - 
MPP Global Solutions 
 Limited                     2.9       950                             -       950                                - 
Beddlestead Limited          9.8     1,200                         (277)       923                              111 
Aridhia Informatics 
 Limited                     4.9       950                          (86)       864                              169 
InCrowd Sports Limited       5.0       636                           228       864                              240 
Alto Prodotto Wind 
 Limited                     6.9       586                           241       827                             (42) 
The Q Garden Company 
 Limited                    33.4       934                         (150)       784                             (52) 
DySIS Medical Limited        3.5     2,589                       (1,867)       722                               15 
Locum's Nest Limited         9.8       675                            41       716                               82 
Cisiv Limited                7.7       695                          (28)       667                              220 
memsstar Limited            30.1       515                           117       632                            (760) 
Limitless Technology 
 Limited                     2.1       560                            55       615                                - 
Arecor Therapeutics 
 PLC (Previously 
 Arecor Limited)             0.9       304                           266       570                              266 
MyMeds&Me Limited            4.6       439                           130       569                              151 
Gravitee Topco Limited 
 (T/A Gravitee.io)           2.3       490                             -       490                                - 
Albion Investment 
 Properties Limited         31.8       434                            34       468                               12 
Imandra Inc.                 1.6       151                           313       464                              313 
NuvoAir AB                   1.4       443                             -       443                                - 
Innovation Broking 
 Group Limited               6.0        60                           371       431                              247 
Premier Leisure 
 (Suffolk) Limited             -       454                          (28)       426                             (28) 
TransFICC Limited            2.6       397                             -       397                                - 
Koru Kids Limited            1.6       345                            36       381                                - 
Erin Solar Limited          15.7       440                          (85)       355                             (24) 
AVESI Limited                8.0       259                            84       343                             (33) 
Brytlyt Limited              1.9       322                             -       322                                - 
Seldon Technologies 
 Limited                     1.4       283                             -       283                                - 
Zift Channel Solutions 
 Inc.                        1.6       881                         (633)       248                               85 
Harvest AD Limited             -       210                           (2)       208                              (6) 
Xperiome Limited 
 (Previously 
 Raremark)                   2.4       322                         (121)       201                            (176) 
Accelex Technology 
 Limited (T/A 
 Accelex)                    2.0       181                             -       181                                - 
Avora Limited                2.2       400                         (249)       151                            (249) 
Greenenerco Limited          3.1        90                            57       147                              (6) 
uMedeor Limited (T/A 
 uMed)                       0.9       100                             -       100                                - 
Symetrica Limited            0.3        79                          (16)        63                                - 
Sandcroft Avenue 
 Limited (T/A Hussle)        2.1       427                         (403)        24                             (34) 
Palm Tree Technology 
 Limited                     0.5       320                         (304)        16                             (16) 
Forward Clinical 
 Limited (T/A Pando)         1.6       196                         (190)         6                             (48) 
Abcodia Limited              3.2       568                         (564)         4                            (209) 
Mirada Medical Limited      12.9     1,321                       (1,321)         -                            (683) 
Elements Software 
 Limited                     3.3        19                          (19)         -                                - 
---------------------- 
Total fixed asset 
 investments                        55,418                        27,658    83,076                           14,702 
----------------------  --------  --------  ----------------------------  --------  ------------------------------- 
 

T/A -- trading as

* As adjusted for additions and disposals during the period.

 
Investment 
realisations 
in the period 
to 30 June       Cost    Opening carrying value  Disposal proceeds  Total realised gain  Gain/(loss) on opening value 
2021            GBP'000          GBP'000              GBP'000             GBP'000                   GBP'000 
-------------  --------  ----------------------  -----------------  -------------------  ---------------------------- 
Disposals: 
OmPrompt 
 Holdings 
 Limited            306                     678                701                  395                            23 
SBD 
 Automotive 
 Limited            273                     569                567                  294                           (2) 
Mi-Pay Group 
 PLC                135                     135                150                   15                            15 
 
Loan stock 
repayments 
and other: 
Alto Prodotto 
 Wind 
 Limited             17                      25                 25                    8                             - 
Greenenerco 
 Limited              3                       5                  5                    2                             - 
Escrow 
 adjustments 
 and other**          -                       -                228                  228                           228 
    Total           734                   1,412              1,676                  942                           264 
-------------  --------  ----------------------  -----------------  -------------------  ---------------------------- 
 

** These comprise fair value movements on deferred consideration on previously disposed investments, release of the G.Network Communications discount which is treated as a financing transaction, and expenses which are incidental to the purchase or disposal of an investment

 
Unrealised gains on fixed asset investments               14,702 
Realised gains on fixed asset investments                    264 
Total gains on investments as per Income statement        14,966 
----------------------------------------------------      ------ 
 

Condensed income statement

 
                                                                           Unaudited                     Unaudited                      Audited 
                                                                        six months ended              six months ended                 year ended 
                                                                          30 June 2021                  30 June 2020                31 December 2020 
----------------------------------------------------------  ----  ----------------------------  ----------------------------  ---------------------------- 
                                                                  Revenue   Capital    Total    Revenue   Capital    Total    Revenue   Capital    Total 
                                                            Note   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
----------------------------------------------------------  ----  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
Gains/(losses) on investments                                  3         -    14,966    14,966         -   (2,224)   (2,224)         -     1,453     1,453 
Investment income                                              4       330         -       330       348         -       348       604         -       604 
Investment management fee                                      5     (270)     (807)   (1,077)     (260)     (779)   (1,039)     (505)   (1,516)   (2,021) 
Other expenses                                                       (193)         -     (193)     (163)         -     (163)     (347)         -     (347) 
                                                            ----  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
(Loss)/profit on ordinary activities before tax                      (133)    14,159    14,026      (75)   (3,003)   (3,078)     (248)      (63)     (311) 
Tax (charge)/credit on ordinary activities                               -         -         -         -         -         -         -         -         - 
                                                            ----  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
(Loss)/profit and total comprehensive income attributable 
 to shareholders                                                     (133)    14,159    14,026      (75)   (3,003)   (3,078)     (248)      (63)     (311) 
                                                            ----  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
Basic and diluted (loss)/return per share (pence)*             7    (0.11)     11.15     11.04    (0.07)    (2.70)    (2.77)    (0.22)    (0.06)    (0.28) 
----------------------------------------------------------  ----  --------  --------  --------  --------  --------  --------  --------  --------  -------- 
 

* adjusted for treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2020 and the audited statutory accounts for the year ended 31 December 2020.

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 have been prepared in accordance with The Association of Investment Companies' Statement of Recommended Practice.

Condensed balance sheet

 
                                                         Unaudited      Unaudited         Audited 
                                                        30 June 2021   30 June 2020   31 December 2020 
                                                 Note     GBP'000        GBP'000          GBP'000 
-----------------------------------------------  ----  -------------  -------------  ----------------- 
 
Fixed asset investments                                       83,076         58,658             65,152 
 
Current assets 
Current asset investments                                          -          1,662                  - 
Trade and other receivables                                    2,133            132              2,038 
Cash and cash equivalents                                     19,957         26,200             11,451 
                                                       -------------  -------------  ----------------- 
                                                              22,090         27,994             13,489 
 
 Total assets                                                105,166         86,652             78,641 
 
 Payables: amounts falling due within one year 
 Trade and other payables                                      (947)          (659)              (613) 
                                                       -------------  -------------  ----------------- 
Total assets less current liabilities                        104,219         85,993             78,028 
                                                       -------------  -------------  ----------------- 
 
Equity attributable to equity holders 
Called up share capital                             8          1,530          1,287              1,307 
Share premium                                                 52,293         35,246             37,036 
Capital redemption reserve                                        48             42                 48 
Unrealised capital reserve                                    27,619         11,234             13,595 
Realised capital reserve                                      23,752         23,038             23,617 
Other distributable reserve                                  (1,023)         15,146              2,425 
                                                       -------------  -------------  ----------------- 
Total equity shareholders' funds                             104,219         85,993             78,028 
                                                       -------------  -------------  ----------------- 
 
Basic and diluted net asset value per share 
 (pence)*                                                      78.17          77.85              69.35 
-----------------------------------------------  ----  -------------  -------------  ----------------- 
 

* excluding treasury shares

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2020 and the audited statutory accounts for the year ended 31 December 2020.

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 20 September 2021 and were signed on its behalf by

Robin Archibald

Chairman

Company number: 04114310

Condensed statement of changes in equity

 
                                                                                  Capital    Unrealised  Realised      Other 
                                                       Called up share   Share   redemption   capital    capital   distributable 
                                                           capital      premium   reserve     reserve    reserve*    reserve*      Total 
                                                           GBP'000      GBP'000   GBP'000     GBP'000    GBP'000      GBP'000     GBP'000 
-----------------------------------------------------  ---------------  -------  ----------  ----------  --------  -------------  -------- 
As at 1 January 2021                                             1,307   37,036          48      13,595    23,617          2,425    78,028 
Profit/(loss) and total comprehensive income for the 
 period                                                              -        -           -      14,702     (543)          (133)    14,026 
Transfer of previously unrealised gains on disposal 
 of investments                                                      -        -           -       (678)       678              -         - 
Purchase of own shares for treasury                                  -        -           -           -         -        (1,009)   (1,009) 
Issue of equity                                                    223   15,643           -           -         -              -    15,866 
Cost of issue of equity                                              -    (386)           -           -         -              -     (386) 
Dividends paid                                                       -        -           -           -         -        (2,306)   (2,306) 
-----------------------------------------------------  ---------------  -------  ----------  ----------  --------  -------------  -------- 
As at 30 June 2021                                               1,530   52,293          48      27,619    23,752        (1,023)   104,219 
-----------------------------------------------------  ---------------  -------  ----------  ----------  --------  -------------  -------- 
As at 1 January 2020                                             1,296   34,949          28      13,708    23,567         18,474    92,022 
Loss and total comprehensive income for the period                   -        -           -     (2,561)     (442)           (75)   (3,078) 
Transfer of previously unrealised losses on disposal 
 of investments                                                      -        -           -          87      (87)              -         - 
Purchase of own shares for cancellation                           (14)        -          14           -         -        (1,052)   (1,052) 
Issue of equity                                                      4      314           -           -         -              -       318 
Cost of issue of equity                                              -     (16)           -           -         -              -      (16) 
Dividends paid                                                       -        -           -           -         -        (2,201)   (2,201) 
-----------------------------------------------------  ---------------  -------  ----------  ----------  --------  -------------  -------- 
As at 30 June 2020                                               1,287   35,246          42      11,234    23,038         15,146    85,993 
-----------------------------------------------------  ---------------  -------  ----------  ----------  --------  -------------  -------- 
As at 1 January 2020                                             1,296   34,949          28      13,708    23,567         18,474    92,022 
Profit/(loss) and total comprehensive income for the 
 year                                                                -        -           -       1,233   (1,296)          (248)     (311) 
Transfer of previously unrealised gains on disposal 
 of investments                                                      -        -           -     (1,346)     1,346              -         - 
Purchase of shares for cancellation                               (20)        -          20           -         -        (1,473)   (1,473) 
Issue of equity                                                     31    2,138           -           -         -              -     2,169 
Cost of issue of equity                                              -     (51)           -           -         -              -      (51) 
Dividends paid                                                       -        -           -           -         -       (14,328)  (14,328) 
-----------------------------------------------------  ---------------  -------  ----------  ----------  --------  -------------  -------- 
As at 31 December 2020                                           1,307   37,036          48      13,595    23,617          2,425    78,028 
-----------------------------------------------------  ---------------  -------  ----------  ----------  --------  -------------  -------- 
 

*These reserves amount to GBP22,729,000 (30 June 2020: GBP38,184,000; 31 December 2020: GBP26,042,000) which is considered distributable.

Condensed statement of cash flows

 
                                                                                           Audited 
                                Unaudited                       Unaudited                 year ended 
                       six months ended 30 June 2021   six months ended 30 June 2020   31 December 2020 
                                  GBP'000                         GBP'000                  GBP'000 
--------------------  ------------------------------  ------------------------------  ----------------- 
Cash flow from 
operating 
activities 
Loan stock income 
 received                                        315                             269                511 
Dividend income 
 received                                         15                              82                108 
Deposit interest 
 received                                          1                              51                 58 
Investment 
 management fee 
 paid                                          (871)                           (996)            (2,062) 
Other cash payments                            (231)                           (180)              (344) 
Corporation tax paid                               -                               -                  - 
                      ------------------------------                                  ----------------- 
Net cash flow from 
 operating 
 activities                                    (771)                           (774)            (1,729) 
 
 
Cash flow from 
investing 
activities 
Purchase of current 
 asset investments                                 -                             (4)                (4) 
Purchase of fixed 
 asset investments                           (4,634)                         (3,497)            (9,158) 
Disposal of current 
 asset investments                                 -                               -              1,616 
Disposal of fixed 
 asset investments                             1,587                             952              1,936 
Net cash flow from 
 investing 
 activities                                  (3,047)                         (2,549)            (5,610) 
 
 
Cash flow from 
financing 
activities 
Issue of share 
 capital                                      15,120                               -                  - 
Cost of issue of 
 equity                                         (19)                               -               (47) 
Dividends paid                               (1,932)                         (1,898)           (12,158) 
Purchase of own 
 shares (including 
 costs)                                        (845)                         (1,047)            (1,473) 
Net cash flow from 
 financing 
 activities                                   12,324                         (2,945)           (13,678) 
 
Increase/(decrease) 
 in cash and cash 
 equivalents                                   8,506                         (6,268)           (21,017) 
Cash and cash 
 equivalents at 
 start of period                              11,451                          32,468             32,468 
                      ------------------------------  ------------------------------  ----------------- 
Cash and cash 
 equivalents at end 
 of period                                    19,957                          26,200             11,451 
                      ------------------------------  ------------------------------  ----------------- 
 

Notes to the 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"), 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 2018 and further detail on the valuation techniques used are outlined in note 2 below.

Company information can be found on page 2 of the Half-yearly Financial Report.

2. Accounting policies

Fixed and current 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 per cent. 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, the 
      investment in question is valued at the amount reported at the previous 
      reporting 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 rights to receive payment and expected settlement are 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.

Bank interest 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 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:

   -- 75 per cent. of management fees and performance incentive fees, if any, 
      are allocated to the realised capital reserve. This is in line with the 
      Board's expectation that over the long term 75 per cent. of the Company's 
      investment returns will be in the form of capital gains; and 
 
   -- 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 accounts for the nominal value of the shares.

Share premium

This reserve accounts for the difference between the price paid for the Company's shares and the nominal value of those shares, less issue costs.

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 diminutions in value; 
 
   -- expenses, together with the related taxation effect, charged in 
      accordance with the above policies; and 
 
   -- dividends paid to equity holders where paid out in the form of 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 distributed by the Company are accounted for in the period in which the dividend is paid 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.        Gains/(losses) on investments 
 
                                                                                      Audited 
                           Unaudited                       Unaudited                 year ended 
                  six months ended 30 June 2021   six months ended 30 June 2020   31 December 2020 
                             GBP'000                         GBP'000                  GBP'000 
Unrealised 
 gains/(losses) 
 on fixed asset 
 investments                             14,702                         (2,026)              1,233 
Unrealised 
 losses on 
 current asset 
 investments                                  -                           (535)                  - 
Realised gains 
 on fixed asset 
 investments                                264                             337                801 
Realised losses 
 on current 
 asset 
 investments                                  -                               -              (581) 
                                         14,966                         (2,224)              1,453 
                 ------------------------------  ------------------------------  ----------------- 
 
   4.        Investment income 
 
                           Unaudited          Unaudited           Audited 
                        six months ended   six months ended      year ended 
                          30 June 2021       30 June 2020     31 December 2020 
                            GBP'000            GBP'000            GBP'000 
--------------------- 
Loan stock interest                  314                269                510 
Dividend income                       15                 30                 39 
Bank deposit interest                  1                 49                 55 
                       -----------------  -----------------  ----------------- 
                                     330                348                604 
                       -----------------  -----------------  ----------------- 
 
 
   5.        Investment management fee 
 
                           Unaudited          Unaudited           Audited 
                        six months ended   six months ended      year ended 
                          30 June 2021       30 June 2020     31 December 2020 
                            GBP'000            GBP'000            GBP'000 
Investment management 
 fee charged to 
 revenue                             270                260                505 
Investment management 
 fee charged to 
 capital                             807                779              1,516 
                       -----------------  -----------------  ----------------- 
                                   1,077              1,039              2,021 
                       -----------------  -----------------  ----------------- 
 

Further details of the Management agreement under which the investment management fee is paid are given in the Strategic report on page 13 of the Annual Report and Financial Statements for the year ended 31 December 2020.

During the period, services for a total value of GBP1,077,000 (30 June 2020: GBP1,039,000; 31 December 2020: GBP2,021,000) were purchased by the Company from Albion Capital Group LLP in respect of management fees. At the financial period end, the amount due to Albion Capital Group LLP in respect of these services disclosed as accruals was GBP683,000 (30 June 2020: GBP561,000; 31 December 2020: GBP477,000). The total annual running costs of the Company are capped at an amount equal to 2.75 per cent. of the Company's net assets, with any excess being met by Albion Capital by way of a reduction in management fees. During the period, the management fee was reduced by GBP162,000 as a result of this cap (30 June 2020: GBP37,000; 31 December 2020: GBP78,000).

During the period, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve's services as a Director (30 June 2020 and 31 December 2020: GBPnil).

Albion Capital Group LLP, its partners and staff (including Patrick Reeve), held 1,219,349 Ordinary shares in the Company as at 30 June 2021.

Albion Capital Group LLP is, from time to time, eligible to receive arrangement fees and monitoring fees from portfolio companies. During the period to 30 June 2021, fees of GBP145,000 attributable to the investments of the Company were received by Albion Capital Group LLP pursuant to these arrangements (30 June 2020: GBP99,000; 31 December 2020: GBP237,000).

The Company entered into an offer agreement relating to the Offers with the Company's investment manager Albion Capital Group LLP, pursuant to which Albion Capital would receive a fee of 2.5% of the gross proceeds of the Offers and out of which Albion Capital would pay the costs of the Offers, as detailed in the Prospectus.

 
6. Dividends                                                Unaudited         Unaudited           Audited 
                                                         six months ended  six months ended     year ended 
                                                           30 June 2021      30 June 2020     31 December 2020 
                                                              GBP'000           GBP'000           GBP'000 
------------------------------------------------------- 
Special dividend of 9.00p per share paid on 30 October 
 2020                                                                   -                 -              9,942 
Dividend of 1.95p per share paid on 31 December 2020                    -                 -              2,185 
Dividend of 1.73p per share paid on 30 June 2021 (30 
 June 2020: 2.00p per share)                                        2,306             2,201              2,201 
                                                                    2,306             2,201             14,328 
                                                         ----------------  ----------------  ----------------- 
 

The Directors have declared a dividend of 1.95 pence per Ordinary share (total approximately GBP2,600,000) payable on 31 December 2021, to shareholders on the register on 3 December 2021.

   7.        Basic and diluted (loss)/return per share 
 
                                                               Unaudited            Unaudited       Audited 
                                                            six months ended     six months ended    year ended 
Ordinary shares                                               30 June 2021         30 June 2020      31 December 2020 
                                                          Revenue    Capital   Revenue     Capital  Revenue     Capital 
-------------------------------------------------------- 
(Loss)/profit attributable to equity shares (GBP'000)        (133)     14,159     (75)   (3,003)      (248)     (63) 
Weighted average shares in issue (adjusted for treasury 
 shares)                                                      127,004,453          110,973,597          110,981,864 
(Loss)/return attributable per equity share (pence)         (0.11)      11.15   (0.07)    (2.70)     (0.22)    (0.06) 
 

The weighted average number of shares is calculated after adjusting for treasury shares of 19,710,942 (30 June 2020: 18,196,470; 31 December 2020: 18,196,470).

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.        Share capital 
 
Allotted, called up and fully paid shares of 1 penny     Unaudited      Unaudited         Audited 
 each                                                   30 June 2021   30 June 2020   31 December 2020 
----------------------------------------------------- 
Number of shares                                         153,035,258    128,657,872        130,710,891 
Nominal value of allotted shares (GBP'000)                     1,530          1,287              1,307 
Voting rights (number of shares net of treasury 
 shares)                                                 133,324,316    110,461,402        112,514,421 
 

During the period to 30 June 2021 the Company purchased 1,514,472 Ordinary shares (nominal value GBP15,145) for treasury at a cost of GBP1,009,000. The total number of Ordinary shares held in treasury as at 30 June 2021 was 19,710,942 (30 June 2020: 18,196,470; 31 December 2020: 18,196,470) representing 12.9 per cent. of the Ordinary shares in issue as at 30 June 2021.

Under the terms of the Dividend Reinvestment Scheme, the following new Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2021:

 
             Number 
               of 
Date of      shares   Aggregate nominal value of shares     Issue price      Net invested  Opening market price on allotment date (pence per 
allotment   allotted              (GBP'000)               (pence per share)    (GBP'000)                         share) 
---------- 
30 June 
 2021        512,667                                  5               73.62           360                                              70.00 
 

Under the terms of the Albion VCTs Prospectus Top Up Offers 2020/21, the following new Ordinary shares, of nominal value 1 penny each, were allotted during the period to 30 June 2021:

 
                                                                                    Net 
            Number of                                                          consideration 
Date of       shares    Aggregate nominal value of shares     Issue price        received     Opening market price on allotment date (pence per 
allotment    allotted               (GBP'000)               (pence per share)    (GBP'000)                          share) 
---------- 
26 
 February 
 2021        2,059,020                                 21               70.30          1,426                                              66.00 
26 
 February 
 2021          520,699                                  5               70.70            361                                              66.00 
26 
 February 
 2021       18,541,660                                185               71.10         12,854                                              66.00 
9 April 
 2021          175,959                                  2               70.50            122                                              66.00 
9 April 
 2021           16,384                                  -               70.80             11                                              66.00 
9 April 
 2021          497,978                                  5               71.20            346                                              66.00 
            21,811,700                                                                15,120 
            ----------                                                         ------------- 
 
   9.      Commitments and contingencies 

As at 30 June 2021, the Company had no financial commitments in respect of investments (30 June 2020 and 31 December 2020: GBPnil).

There are no contingencies or guarantees of the Company as at 30 June 2021 (30 June 2020 and 31 December 2020: GBPnil).

   10.      Post balance sheet events 

Since 30 June 2021, the Company has completed the following material transactions:

   -- Investment of GBP1,501,000 in Oviva AG; and 
 
   -- Investment of GBP352,000 in The Evewell Group Limited. 
   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 meetings and have been stress tested to allow for the forecasted impact of the Covid-19 pandemic. The Board has revisited and updated its assessment of liquidity risk and concluded that it remains unchanged since the last Annual Report and Financial Statements. Further details can be found on page 68 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 due to Covid-19 in 2020.

   13.        Risks and uncertainties 

In addition to the risks and uncertainties outlined in the Interim management report, the Board confirms that the following major risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Financial Statements for the year ended 31 December 2020. The impact of the Coronavirus (Covid-19) pandemic has created heightened uncertainty but has not changed the nature of these risks. The Board considers that the processes for mitigating these risks remain appropriate.

   1.   Investment, performance and valuation risk 

The risk of investment in poor quality businesses, which could reduce the returns to shareholders and could negatively impact the Company's current and future valuations.

By nature, smaller unquoted businesses, such as those that qualify for VCT purposes, are more volatile than larger, long established businesses.

The Company's investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of, or take into account, certain events or circumstances which occur after the information issued by such companies is reported.

To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its track record over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee, comprising investment professionals from the Manager for all investments, and at least one external investment professional for investments greater than GBP1 million in aggregate across all the Albion managed VCTs. The Manager also invites and takes account of comments from non-executive Directors of the Company on matters discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. The Board and Manager regularly review the deployment of investments and cash resources available to the Company in assessing liquidity required for servicing the Company's buy-backs, dividend payments and operational expenses.

The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines as updated in 2018. These guidelines set out recommendations intended to represent current best practice on the valuation of venture capital investments. The valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board.

   2.   VCT approval risk 

The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status.

To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in VCT management which is used to operating within the requirements of the VCT legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser, who report quarterly to the Board to independently confirm compliance with the VCT legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a portfolio company is also pre-cleared with our professional advisers or H.M. Revenue & Customs. The Company monitors closely the extent of qualifying holdings and addresses this as required.

   3.   Regulatory and compliance risk 

The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies.

Board members and the Manager have experience of operating at senior levels within, or advising, quoted companies. In addition, the Board and the Manager receive regular updates on new regulation, including legislation on the management of the Company, from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks through the Manager's compliance officer, and any issues arising from compliance or regulation are reported to its own board on a monthly basis. These controls are also reviewed as part of the quarterly Board meetings, and also as part of the review work undertaken by the Manager's compliance officer. The report on controls is also evaluated by the internal auditors.

   4.   Market value of Ordinary shares 

The market value of Ordinary shares can fluctuate. The market value of an Ordinary share, as well as being affected by its net asset value ("NAV") and prospective NAV, also takes into account its dividend yield and prevailing interest rates. As such, the market value of an Ordinary share may vary considerably from its underlying NAV. The market prices of shares in quoted investment companies can, therefore, be at a discount or premium to the NAV at different times, depending on supply and demand, market conditions, general investor sentiment and other factors, including the ability to exercise share buybacks. Accordingly, the market price of the Ordinary shares may not fully reflect their underlying NAV.

The Company operates a share buy-back policy, which aims to limit the discount at which the Ordinary shares trade to around 5 per cent. to NAV, by providing a purchaser through the Company in absence of market purchasers. From time to time buy-backs cannot be applied, for example when the Company is subject to a close period, or if it were to exhaust and could not renew any buyback authorities.

New Ordinary shares are issued at sufficient premium to NAV to cover the costs of issue and to avoid asset value dilution to existing investors.

   5.   Operational and internal control risk 

The Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager's business could place assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.

The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year and receives reports from the Manager on its internal controls and risk management, including on matters relating to cyber security.

The Audit Committee reviews the Internal Audit Reports prepared by the Manager's internal auditors, PKF Littlejohn LLP. On an annual basis, the Audit Committee chairman meets with the internal audit partner to provide an opportunity to ask specific detailed questions in order to satisfy the Committee that the Manager has strong systems and controls in place including those in relation to business continuity and cyber security.

Ocorian Depositary (UK) Limited is appointed as Depositary to oversee the custody and cash arrangements and provide other AIFMD duties. The Board reviews the quarterly reports prepared by Ocorian Depositary (UK) Limited to ensure that Albion Capital Group LLP is adhering to its duties as a full-scope AIFM under the AIFMD.

In addition, the Board regularly reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company's investment policy and remain compliant with regulations. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual.

   6.   Economic, political and social risk 

Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events, such as the impact of Brexit, and other factors could substantially and adversely affect the Company's prospects in a number of ways. This also includes risks of social upheaval, including from infection and population re-distribution.

The current significant exogenous risk to the Company, the wider population and economy, is the Coronavirus (Covid-19) pandemic.

The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests in a mixture of instruments in portfolio companies and has a policy of minimising any external bank borrowings within portfolio companies.

At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buy-backs and follow-on investments.

In common with most commercial operations, exogenous risks over which the Company has no control are always a risk and the Company does what it can to address these risks where possible, not least as the nature of the investments the Company makes are long term.

The Board and Manager are continuously assessing the resilience of the portfolio, the Company and its operations and the robustness of the Company's external agents during the Coronavirus (Covid-19) pandemic, as well as considering longer term impacts on how the Company might be positioned in how it invests and operates. Ensuring liquidity in the portfolio to cope with exigent and unexpected pressures on the finances of the portfolio and the Company is an important part of the risk mitigation in these uncertain times.

   14.        Other information 

The information set out in this 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 30 June 2021 and 30 June 2020 and is unaudited. The information for the year ended 31 December 2020, does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for that financial year, which have been delivered to the Registrar of Companies. The Auditor reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

   15.        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/AATG, where the Report can be accessed from the 'Financial Reports and Circulars' section.

Attachment

   -- Current portfolio sector allocation 
      https://ml-eu.globenewswire.com/Resource/Download/ed9618f7-4031-45e4-ada7-36ae82a4e218 
 
 
 

(END) Dow Jones Newswires

September 20, 2021 10:37 ET (14:37 GMT)

Copyright (c) 2021 Dow Jones & Company, Inc.

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