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DDV1 Downing One Vct Plc

57.00
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Downing One Vct Plc LSE:DDV1 London Ordinary Share GB00BFRSVQ41 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% 57.00 56.00 58.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Downing One VCT Plc Downing One Vct Plc - Annual Financial Report

30/07/2020 12:53pm

UK Regulatory


 
TIDMDDV1 
 
   DOWNING ONE VCT PLC 
 
   Report & Accounts for the year ended 31 March 2020 
 
   Financial Summary 
 
 
 
 
                                                       Unaudited  Audited  Audited 
                                                        30 Jun    31 Mar   31 Mar 
                                                         2020      2020     2019 
                                                         Pence     Pence    Pence 
-----------------------------------------------------  ---------  -------  ------- 
 
Net asset value per share ("NAV")                           59.1     57.6     78.3 
-----------------------------------------------------  ---------  -------  ------- 
Cumulative dividends paid since 12 November 2013            35.5     35.5     31.5 
-----------------------------------------------------  ---------  -------  ------- 
Total Return 
 (net asset value plus cumulative dividends paid per 
 share)                                                     94.6     93.1    109.8 
-----------------------------------------------------  ---------  -------  ------- 
 
 
Dividends in respect of financial year 
-----------------------------------------------------  ---------  -------  ------- 
Interim dividend per share                                            2.0      3.0 
-----------------------------------------------------  ---------  -------  ------- 
Proposed final dividend per share                                     2.0      2.0 
-----------------------------------------------------  ---------  -------  ------- 
                                                                      4.0      5.0 
-----------------------------------------------------  ---------  -------  ------- 
 
 
   Chairman's Statement 
 
   I write this statement during an unprecedented period for the world. The 
coronavirus pandemic has affected everybody. The full extent of the 
impact on the UK and global economies is not yet clear, although it is 
certain that it will be substantial and long lasting. 
 
   With the Company's financial year end falling on 31 March 2020, these 
results incorporate investment valuations which we believe take account 
of the potential impact of the pandemic and the resulting lockdown. This 
has produced a disappointing result for the year. With significant 
exposure to the leisure and hospitability sector, as well as care homes 
and children's nurseries, unsurprisingly, there have been some 
reductions in valuations.  The Company also holds a portfolio of quoted 
stocks which, in line with markets, experienced falls in share prices at 
the year end (although there has since been some recovery). As a result 
of some significant changes to the VCT regulations in the last few years, 
the other element to the portfolio is the young unquoted growth 
businesses which is now the main focus of new investing activity. These 
investments are in a wide variety of sectors but are mostly still 
immature, and in some cases, may be vulnerable to this period of 
economic turmoil. The Board has sought to take a cautious approach in 
assessing the prospects of these businesses at the current time. 
 
   All of the above has combined to produce a set of results which show a 
substantial fall in net asset value over the year. 
 
   Net asset value and results 
 
   As at 31 March 2020, the net asset value per share ("NAV") stood at 
57.6p, a decrease of 16.7p (21.3%) after adding back dividends of 4.0p 
per share which were paid during the year. 
 
   The Income Statement shows a loss attributable to equity shareholders 
for the year of GBP23.8 million comprising a revenue loss of GBP2.1 
million and a capital loss of GBP21.7 million. 
 
   Investment portfolio 
 
   At the year end, the Company held a portfolio of 86 active investments. 
Of these, 28 are either quoted on AIM or the NEX Exchange Growth Market 
and have a value of GBP17.7 million (27.9% of the portfolio). The 30 
unquoted growth investments have a value of GBP18.5 million and 
represent 29.1% of the portfolio and the 28 unquoted yield focused 
investments have a value of GBP27.4 million and represent 43.0% of the 
portfolio. 
 
   The year under review saw an unrealised loss of GBP20.8 million across 
the portfolio, with the unrealised losses in the unquoted portfolio 
totalling GBP13.8 million and the unrealised losses in the quoted 
portfolio totalling GBP7.0 million. 
 
   In respect of the quoted portfolio, continuing uncertainty created by 
the pandemic and the ongoing Brexit negotiations has created a 
challenging market for almost all companies. The Investment Adviser's 
approach with the quoted portfolio is to hold stakes of a size that 
allow the Adviser to work closely with those businesses and support 
management where required. This has provided the Adviser with some 
comfort that the majority of companies have taken appropriate responses 
to the pandemic. As a result, the Adviser believes these companies are 
reasonably well positioned to weather the storm and capitalise when 
better conditions arrive. 
 
   In the unquoted growth portfolio, as expected, some of the weaker 
businesses have started to show signs that they may be unlikely to 
ultimately achieve their business plan. It is typical in a portfolio of 
this type that these come to light before the stronger businesses prove 
themselves. The pandemic has, in some cases, accelerated this situation 
so the Board has made a number of write downs. The Adviser continues to 
work closely with all portfolio companies, including the weaker ones to 
ensure that value can be recovered where possible. 
 
   The unquoted yield-focused portfolio is where the pandemic has created 
most disruption and a number of the businesses in this portfolio are 
currently closed. The Investment Adviser has ensured that they have all 
taken advantage of what government and other support is available and 
will look to resume operations when lockdown restrictions allow. The 
impact of this on the long-term value of these businesses is not clear, 
however, as a minimum they are losing revenue and a number of valuation 
write downs have been made accordingly. 
 
   Further details on the investment activity are included in the 
Investment Adviser's Reports below. 
 
   Dividends 
 
   The Company has a policy of seeking to pay annual dividends of at least 
4% of net assets per annum. 
 
   The Company has enough liquid funds to be able to continue with the 
payment of its regular dividend at the year end, of which we believe 
Shareholders are supportive. 
 
   The Board is therefore proposing to pay a final dividend of 2.0p per 
share on 18 September 2020, subject to Shareholder approval at the 
forthcoming AGM, to Shareholders on the register at 28 August 2020. This 
will bring total dividends in respect of the year ended 31 March 2020 to 
4.0p per share (2019: 5.0p), which represents a yield based on opening 
NAV of 5.1% p.a. 
 
   Shareholders are reminded that the Company operates a Dividend 
Reinvestment Scheme for those investors that wish to reinvest their 
dividends and obtain further income tax relief on the reinvested 
dividend. A Dividend Reinvestment Form is available on Downing's website 
or further information can be obtained by contacting Downing. 
 
   Share buybacks 
 
   The Company continues to operate a policy of buying in its own shares 
that become available in the market at a 5% discount to NAV (subject to 
liquidity and regulatory restrictions). 
 
   During the year, the Company purchased and subsequently cancelled 
1,760,680 shares at an average price of 72.9p per share. 
 
   The Company retains Panmure Gordon as its corporate broker to assist in 
operating the share buyback process and ensuring that the quoted spread 
on the Company's shares remains at a reasonable level. 
 
   Annual General Meeting ("AGM") 
 
   With the social distancing restrictions still in place as a result of 
the pandemic, it Is difficult to make plans to hold an AGM as we would 
normally do. The government has recognised this problem and has made 
legislative changes to allow companies more flexibility in the way AGMs 
are held. 
 
   In line with what many companies are currently doing, we are therefore 
planning to hold a "closed AGM" which Shareholders will not be allowed 
to attend. The meeting will still comply with the minimum legal 
requirements for an AGM. 
 
   The closed AGM will take place on 15 September 2020 at 10:30am. 
Shareholders are encouraged to vote by proxy, as they will not be able 
to do so in person. We always welcome questions from our Shareholders at 
the AGM but this year, given the restrictions in place, please submit 
any questions for the Board or the Investment Adviser via email to 
d1agm@downing.co.uk by 5:00pm on 11 September 2020. The Board will seek 
to address topics raised in any submitted questions by publishing a 
statement with the AGM results. Full details are included within the 
notice of AGM at the back of this report. 
 
   Three items of special business are proposed at the AGM: 
 
   - one in respect of the authority to buy back shares as noted above; and 
 
   - two in respect of the authority to allot shares. 
 
   The authority to allot shares ensures the Company will be able to allot 
shares to monthly investors and also give the Board the opportunity to 
consider further fundraising options without having to necessarily incur 
the expense of seeking separate approval via a shareholder circular. 
 
   Any decision on future fundraising will, of course, give consideration 
to the level of uninvested funds already held by the Company and the 
rate of investment. 
 
   Fundraising 
 
   The Company launched a new offer for subscription on 19 September 2019, 
seeking to raise up to GBP15 million, with the option to raise up to a 
further GBP25 million. With a large proportion of the funds usually 
raised by VCTs in the last few weeks of the tax year, the fundraising 
was disrupted by the coronavirus lockdown, however, to date, the offer 
has raised GBP15.3 million and has now been extended to 31 August 2020. 
 
   With the new funds from the fundraising, the Company has sufficient cash 
reserves to support existing portfolio companies and take advantage of 
new opportunities. 
 
   Outlook 
 
   The overall performance for the year has been disappointing and has been 
compounded by the impact of the pandemic. The Investment Adviser has 
acted swiftly to ensure that portfolio companies are supported and have 
taken quick and decisive action in respect of the ongoing situation to 
safeguard their long-term survival. 
 
   Since the 31 March 2020 year end there has been some recovery of ground 
by the quoted stocks. At 30 June 2020, the estimated unaudited NAV was 
59.1p per share, an increase of 1.5p since 31 March 2020.The next year, 
will no doubt, be a challenging one for many of our portfolio companies, 
as it will for businesses everywhere. We will look to the Investment 
Adviser to provide as much support as it can to guide the portfolio 
companies through these difficult times. 
 
   Inevitably, some may not be able to recover to the level we might hope, 
however we believe some continue to have the potential to deliver the 
outcomes that we were targeting when we first invested and some 
companies may even benefit from the current conditions by having to 
adapt their business models in a way that can ultimately deliver 
improved outcomes. 
 
   The Company has funds to invest and history suggests that one of the 
most profitable times for investing is at the bottom of the economic 
cycle. One of the challenges for the Investment Adviser over the next 
year is to continue generating high quality deal flow, within the 
restrictions of the VCT regulations, that can drive growth for the 
Company over the coming years. 
 
   Chris Kay 
 
   Chairman 
 
   Investment Adviser's Report - Overview 
 
   Introduction 
 
   We present a review of the investment portfolio and activity over the 
last financial year. Our review is split into three parts comprising: 
 
   - this overview, 
 
   - a detailed report on the unquoted investments, and 
 
   - a report on the quoted investments. 
 
   Portfolio Overview 
 
   At 31 March 2020, the Company held a portfolio with a value of GBP63.6 
million comprising 86 quoted and unquoted companies, across a diverse 
range of sectors in both the growth and yield-focused categories. 
Investment valuations at the year end have been significantly impacted 
by the coronavirus pandemic and lockdown. Further detail is included 
below. 
 
   The portfolio shows the continuing shift of from yield-focused to growth 
investments, in line with strategy which is consistent with the current 
VCT regulations. There has been a 14% increase in the proportion of the 
funds in growth investments between 2018 and 2020. 
 
   During the period to 31 March 2020, all of the 20 new investments made 
were growth investments, with three being quoted and the remaining 17 
unquoted. This is illustrated in the portfolio which shows the unquoted 
growth investments increasing year on year. We expect the proportion of 
growth investments in the portfolio to continue to increase over the 
coming years. 
 
   Several portfolio companies suffered setbacks, exacerbated by the 
coronavirus pandemic towards the year end, resulting in significant 
write downs against a number. At the year end, approximately one third 
of the portfolio is valued at less than cost, with half of the portfolio 
above cost and the remainder equal to cost. Some detail on individual 
investments is provided on the following below. 
 
   Portfolio Performance 
 
   The performance of the portfolio over the year has produced an 
unrealised loss of GBP20.8 million (2019: GBP6.3 million), with the 
unquoted portfolio generating an unrealised loss of GBP13.8 million and 
the quoted portfolio generating an unrealised loss of GBP7.0 million. 
 
   The losses over the period are split relatively evenly across each of 
the three investment portfolios, quoted growth, unquoted growth and 
unquoted yield-focused. Each of the portfolios has been impacted by the 
coronavirus pandemic and effective lockdown. The unquoted yield-focused 
investment portfolio also suffered from some issues with specific 
investments earlier in the year, resulting in several valuation 
write-downs. 
 
   It is not unexpected to suffer some losses at a relatively early stage 
in a portfolio of young growth companies as the weaker businesses tend 
to become apparent before the stronger businesses prove themselves as 
such. This effect has been responsible for a proportion of the losses 
seen in the unquoted growth portfolio during the year. 
 
   The net unrealised losses in the quoted portfolio totalled GBP7.0 
million. The largest unrealised losses in the quoted portfolio related 
to Downing Strategic Micro-Cap Investment Trust plc (GBP1.5 million), 
Bonhill Group plc (GBP1.0 million) and Universe Group plc (GBP652,000). 
An analysis of the unrealised gains and losses are detailed further 
below. 
 
   The unrealised losses in the unquoted portfolio totalled GBP13.8 
million.  Within the unquoted portfolio, the largest unrealised losses 
were in respect of growth investment, Xupes Limited (GBP2.25 million), 
and yield-focused investments, Jito Trading Limited (GBP1.9 million), 
Cadbury House Holdings Limited (GBP1.3 million) and Quadrate Catering 
Limited (GBP1.2 million). These losses were partially offset by 
unrealised gains on Harrogate Street LLP (GBP657,000) and Baron House 
Developments LLP (GBP539,000). 
 
   Realised losses (over carrying value brought forward) in the period 
totalled GBP303,000, with the two most notable contributors being quoted 
growth company Craneware plc (loss of GBP455,000), and unquoted 
yield-focused company, Leytonstone Pub Limited (loss of GBP364,000), 
however this was a gain over cost of GBP1.4 million. These losses were 
offset by a small number of gains which are detailed below. 
 
   Further details on these and other movements can be found within the 
quoted and unquoted Investment Adviser Reports. 
 
   Income generation 
 
   As noted above, as the portfolio is gradually shifting away from 
yield-focused investments to more growth, and accordingly the income 
generated has reduced. 
 
   Almost half of all disposals in the year were yield-focused companies 
that were exited in line with standing exit plans. As a result, income 
has fallen from GBP4.7 million to GBP2.2 million across the period. 
Despite this, a steady income flow is expected from the remaining 
yield-focused investments held as well as some quoted growth company 
dividends. 
 
   Portfolio Composition 
 
   The diversification of the investment portfolio continues with new 
unquoted growth investments made into a number of new sectors. The main 
sectors in which the Company has invested are alternative energy and 
software and computer services, albeit the maximum exposure to any 
sector is 14%. 
 
   Exposure in sectors such as leisure, which include pub companies has 
decreased from 14% to 10%, whilst sectors such as retail has almost 
doubled to 5% following investments into this area with Ecstase Limited, 
trading as ADAY (GBP1.0 million), and Streethub Limited, trading as 
Trouva (GBP1.3 million). 
 
   Following the 2019/20 fundraising and some significant realisations, 27% 
of the investment portfolio is currently held in cash. Focus for the 
coming year is on deploying these funds into new investments coming from 
our pipeline. 
 
   Net asset value and results 
 
   The net asset value per Share ("NAV") at 31 March 2020 stood at 57.6p, 
compared to the NAV at 31 March 2019 of 78.3p. Total Return (NAV plus 
cumulative dividends paid since the merger in 2013) is 93.1p, compared 
to the Total Return at 31 March 2019 of 109.8p. 
 
   The loss on ordinary activities after taxation for the year was GBP23.8 
million (2019: profit of GBP4.3 million), comprising a revenue loss of 
GBP2.1 million (2019: profit of GBP2.6 million) and a capital loss of 
GBP21.7 million (2019: GBP6.9 million). 
 
   Outlook 
 
   Following investment additions during the period of GBP11.2 million, we 
expect to see a similar level of activity going forward. Despite the 
disruption of the pandemic, we still have a developing pipeline of 
opportunities. 
 
   There have been some disappointing performers in the portfolio over the 
last year. We have dedicated substantial resources in seeking to address 
the issues of each of the affected companies. Businesses in the 
hospitality and leisure sector are suffering heavily in the coronavirus 
lockdown and will require significant management time to help them get 
through and restore operations in due course. 
 
   The fall in the share prices of the quoted growth companies mainly 
result from market sentiment arising from uncertainly created by the 
pandemic and, to some extent, also Brexit. We continue to stay close to 
all these businesses to ensure we provide support where we can. 
 
   Close monitoring and support of the entire portfolio is paramount in 
these uncertain times. As Investment Adviser, we shall ensure that all 
companies benefit from government aid that is available and take 
sensible decisions as they deal with these unprecedented conditions as 
we look to deliver improved returns over the long term. 
 
   Downing LLP 
 
   Investment Adviser's Report -- Unquoted Portfolio 
 
   We present a review of the unquoted investment portfolio for the year 
ended 31 March 2020. 
 
   At 31 March 2020, the unquoted portfolio of 58 investments was valued at 
GBP45.9 million.   28 of these with a value of GBP18.5 million are 
unquoted growth companies and 30 are unquoted yield focused companies 
with a value of GBP27.4m. 
 
   Unquoted Growth 
 
   Investment activity 
 
   During the period, the Company invested a total of GBP10.2 million in 
unquoted growth companies, comprising nine new opportunities and eight 
follow-on investments. 
 
   The nine new investments were as follows: - 
 
   StreetHub Limited (GBP1.3 million) trading as Trouva, is an online 
marketplace for a curated range of homeware and lifestyle products. 
 
   Ecstase Limited (GBP1.0 million) trading as ADAY, is a direct to 
consumer women's clothing brand founded in 2014 that creates versatile 
and season-less garments with a low environmental footprint. 
 
   Lineten Limited (GBP750,000) is a software platform that connects 
retailers to a range of on-demand and same-day delivery fleets to 
facilitate customer deliveries. 
 
   FundingXchange Limited (GBP525,000) is an SME funding platform and B2B 
technology provider which enables online lending. 
 
   JRNI Limited (GBP525,000) is a business to business (B2B) software 
platform that enables companies to offer online appointment and event 
bookings to their customers and staff. 
 
   Hummingbird Technologies Limited (GBP500,000) is an advanced crop 
analytics platform that is powered by machine learning and aerial 
imagery to assess and predict crop health. 
 
   Cambridge Touch Technologies Limited (GBP459,000) is developing cost 
effective pressure sensitive multi touch technology for the screens of 
handheld devices. 
 
   ADC Biotechnology Limited (GBP421,000) is creating innovative new 
technology, which aims to speed up, simplify and significantly lower the 
costs of the processes involved in the production of new Antibody Drug 
Conjugates (ADCs). 
 
   FVRVS Limited (GBP250,000) trading as Fundamental VR, provides surgery 
simulation software for enterprise clients. 
 
   Follow on investments totalling GBP4.5 million were made into eight 
companies, most notably Avid Technology Group Limited (GBP736,000), 
E-Fundamentals Limited (GBP675,000), Lignia Wood Company Limited 
(GBP666,000) and Limitless Technology Limited (GBP583,000). 
 
   Details of the investment realisations during the year are set out 
below. Total proceeds of GBP817,000 were generated from unquoted growth 
companies, producing profits over holding value of GBP33,000. 
 
   Ludorum plc, the owner of the intellectual property rights to various 
children's entertainment brands, received a liquidation distribution 
during the year, generating a loss against cost of GBP1.5 million, but a 
gain over opening value of GBP33,000. 
 
   Street Hub Limited, E-Fundamentals (Group) Limited and Avid Technologies 
Group Limited all converted their existing loan notes during the period 
into further qualifying equity. 
 
   Portfolio valuation 
 
   The unquoted growth portfolio faced a number of disappointing 
developments and as a result was reduced in value by GBP7.5 million 
during the year. The most significant provisions are as follows: 
 
   Xupes Limited, an online retailer of pre-owned luxury goods including 
designer watches and handbags has been written down to nil following 
uncertainty over its future as a result of operational issues and 
likelihood of existing investors refusing to further support the 
business. As the company has some borrowings, it is difficult to recover 
any value and as a result the investment has been fully provided 
against. 
 
   Avid Technologies Group Limited, a manufacturer of electrified 
ancillaries for internal combustion engines, is currently in the early 
stages of a sales process. The investment value was written down by 
GBP1.1 million in line with economic uncertainty. 
 
   Empiribox Holdings Limited, the provider of equipment and training to 
primary schools across the UK was reduced in value by GBP1.1 million as 
a result of a number of factors, including operational issues 
experienced in the company and cash restrictions within primary schools 
in the UK, which intensified further as a result of the effective 
closure of UK schools from March. 
 
   Live Better With Limited, a developer of a healthcare website aiming to 
help people with long-term medical conditions, has been reduced in value 
to nil as a result of significant underperformance and the current 
economic environment. 
 
   Lignia Wood Company Limited, a producer of modified sustainable wood 
based in Barry, Wales, was written down by GBP617,000 as a result of 
expected material reductions in customer demand. 
 
   Unquoted Yield Focused 
 
   Investment activity 
 
   During the period, the Company made no new investments into this 
portfolio, however it generated total proceeds of GBP6.5 million from 
disposals, producing a gain of GBP931,000 over cost and a loss of 
GBP122,000 over holding value. Details of the realisations in the year 
are set out below. 
 
   The largest realisation related to Leytonstone Pub Limited and 
Leytonstone Pub No1 Limited, the owner of The Red Lion pub located in 
Leytonstone, London which exited in full, generating combined proceeds 
of GBP3.6 million and a gain over cost of GBP1.6 million. 
 
   Wickham Solar Limited, the owner of a 5.6MW ground mounted solar farm in 
Bourne, Lincolnshire was exited in full, realising a gain over cost of 
GBP244,000 and a gain over holding value of GBP56,000. 
 
   Portfolio valuation 
 
   The unquoted yield focused portfolio also encountered several 
disappointing developments and as a result was reduced in value by 
GBP6.3 million during the year. The most significant movements are as 
follows: 
 
   Jito Trading Limited was developing a wood pellet manufacturing plant in 
Weitra, Austria. The plant is not yet operational due to delays and 
issues encountered in the construction phase. We are now of the view 
that management will be unable to operate the plant profitably. As a 
result, it has been decided not to commission the plant and to seek to 
sell it as a turn-key project. An advisor has been appointed to sell the 
business and discussions with potential buyers are underway. Offers have 
been received, but as the company has borrowings, it is not expected 
that a sale would recover any value for the equity shareholders. 
 
   The investments in Quadrate Spa Limited and Quadrate Catering Limited, 
which own and operate a health club business and a top floor restaurant 
in The Cube complex in Birmingham were written down to nil, generating a 
combined unrealised loss of GBP1.9 million. A sale and leaseback 
transaction was due to complete in February 2020, however as a result of 
the coronavirus pandemic, both companies are not operational due to 
government-imposed lockdown measures and the offer has been withdrawn. 
We are monitoring the fluid situation and are assisting management where 
possible. 
 
   Cadbury House Holdings Limited, owns and operates a health club, 
restaurant and conference centre at Cadbury House, near Bristol. 
 
   The company has suffered a fall in value of GBP1.3 million as a result 
of the continuing economic uncertainty as well as a result of the 
government-imposed lockdown measures in March 2020, which has caused the 
site to close. 
 
   The period to 31 March 2020 has also seen a number of unrealised gains 
in the portfolio totalling GBP1.3 million. The most notable of these 
gains related to Harrogate Street LLP and Baron House Developments LLP, 
which increased in value by GBP657,000 and GBP539,000 respectively. 
 
   Harrogate Street LLP, a property developer was uplifted during the year 
by GBP657,000 following positive performance. Baron House Development 
LLP, a company created to fund the purchase of a property outside 
Newcastle station was uplifted by GBP539,000 during the year following 
improved trading. 
 
   Conclusion and outlook 
 
   The falls experienced by both parts of the unquoted portfolios over the 
year are disappointing. Some provisions in the growth investments are 
not unexpected in a portfolio in this sector and the pandemic has also 
had a significant impact. The failure of Jito, which is not related to 
these factors is the most disappointing. In that case, the management 
team we backed was unable to deliver what originally appeared to us to 
be an achievable business plan. 
 
   We have ensured that the portfolio companies have taken quick and 
decisive action in respect of the coronavirus pandemic, securing 
immediate survival and working to align themselves to the new normal. 
Some businesses will emerge leaner and stronger as a result and some 
will be forced to accelerate systemic changes already anticipated which 
may have a positive outcome. 
 
   Our role over the next year will be to provide support to all portfolio 
companies in a variety of ways to ensure they are as well positioned as 
can be to weather the current situation and have the best chance of 
thriving when conditions allow. 
 
   Downing LLP 
 
   Investment Adviser's Report - Quoted Growth Portfolio 
 
   Investment activity 
 
   At 31 March 2020 the quoted portfolio was valued at GBP17.7 million 
comprising 28 active investments. 
 
   The Covid-19 pandemic negatively affected share prices during the 
reporting period, since that time share prices have improved modestly in 
line with the market.   The Advisers have been focusing on the ability 
of investments to survive the pandemic and trying to estimate how the 
portfolio will emerge post Covid-19.  It is worth noting that the 
majority of companies in the quoted portfolio hold net-cash and where 
there is debt, there is strong asset backing in the majority of cases. 
There is only one company where we feel there is the likelihood of a 
fundraise for Covid-19 reasons. 
 
   Over 48% of the quoted portfolio is accounted for in the top 10 holdings, 
reflecting the Adviser's focused investment strategy. The quoted 
portfolio saw relatively little change in the year. During the period 
there were two corporate actions, the takeover of Sanderson Group plc at 
140p, representing a GBP365,000 gain over the original cost of 
GBP336,000, and a GBP240,000 gain on the value before the takeover. 
There was also a takeover of Brady plc at 18p, representing a GBP201,000 
loss over the original cost of GBP272,000 and a loss of GBP154,000 over 
the value before the takeover. There were partial sales in Craneware plc 
and an outright sale in Finsbury Food Group plc. 
 
   The Company made a new investment of GBP300,000 into Immotion Group plc, 
a VCT qualifying investment. There were also follow-on investments into 
existing non-qualifying holdings of GBP197,000 into Downing Strategic 
Micro-Cap Investment Trust plc, and GBP500,000 into Impact Healthcare 
REIT plc. 
 
   Overall, the quoted portfolio produced unrealised losses of GBP7.0 
million. The most notable movements in the portfolio over the period are 
discussed below. 
 
   Portfolio Movements 
 
   The main positive contributor to performance was Cohort plc, an 
independent technology group, and one of the top 10 holdings. The group 
issued a trading update and Covid-19 update post period end. Management 
stated that Cohort's performance was tracking broadly in line with 
expectations prior to the imposition of Covid-19 restrictions in the 
last two months of its financial year to 30 April 2020, typically its 
busiest period. The restrictions have affected its ability to carry out 
work on customer premises and customers' ability to witness acceptance 
tests and to place new orders.  This had some impact on FY20 revenue and 
trading profit, although these still showed positive growth compared to 
FY19. 
 
   With the benefit of a lower tax charge the group anticipate FY20 
earnings per share to be in line with market expectations. The board 
reported that the group has a robust financial position, a strong order 
book underpinning 60% of expected current year revenues, and an 
encouraging pipeline of order opportunities across the business. The 
valuation of Cohort increased by 25% over the period, contributing 
GBP176,000 of unrealised gains to the portfolio. 
 
   Pressure Technologies plc, a specialist engineering group, provided an 
update on trading for the 26 weeks to 28 March 2020 and on the impact of 
Covid-19 on its operations post reporting period end. Chesterfield 
Special Cylinders (CSC) performed in line with management expectations 
for the half year and progress with key energy and defence orders has 
continued in line with project plans.  Precision Machined Components 
(PMC) achieved strong order intake over the past six months across a 
broadening customer base.  However, despite this progress, a significant 
delay to the output of new large complex components, the onboarding of 
new customers and the late commissioning of new machining centres 
adversely impacted gross margins in the first quarter.  Management 
stated that while Covid-19 and a very low oil price presented an 
uncertain outlook, it is confident that the management and operational 
changes already made over the past year will help the business to 
navigate through this challenging period and return to cash generative 
growth. The valuation of Pressure Technologies increased by 3.5% over 
the period, contributing GBP2,000 of unrealised gains to the portfolio. 
 
   Negative contributors included the Downing Strategic Micro-Cap 
Investment Trust (DSM), which reduced the value of the portfolio by 
GBP1.5 million, reflecting the impact of the discount that DSM 
experienced at the start of the Covid-19 crisis.  This was in-line with 
other investment trusts in the sector.  The net asset value (NAV) of DSM 
did not experience a similar decline.  DSM takes strategic stakes of 
between 3%-25% of the underlying equity and uses its influential 
position in portfolio companies by applying strategic mechanisms such as 
helping with restructuring, refinancing, and M&A in order to unlock 
shareholder value. It is a focused portfolio of between 12-18 positions 
and an investment horizon of 3-7 years. 
 
   DSM has endured a challenging three years since its launch in 2017. The 
economic backdrop and Brexit uncertainty resulted in significant 
negative sentiment towards both the UK micro-cap sector and the value 
orientated investment approach applied by the Manager. 
 
   As the political and economic situation improved at the end of 2019 and 
into 2020, share prices began to rally and to reflect the intrinsic 
value in portfolio companies. DSM had used its strategic influence to 
drive the necessary changes in most positions, improving the appropriate 
management teams and putting finance in place to execute on catalysts 
which should generate returns over its planned investment horizon. The 
NAV discount had been well managed throughout that period at c.3% 
discount (up until the start of the pandemic). As the Covid-19 crisis 
unfolded, the strategy quickly became a fundamental engagement with 
investees to ensure company survivability. In the annual report, issued 
post period end, the Managers stated that most portfolio positions are 
well capitalised to survive the pandemic, considering downside 
scenarios. They remain confident that DSM is well positioned, with more 
than 15% of NAV held in cash, allowing flexibility to support existing 
positions if appropriate, and to take advantage of market weakness in 
potential new positions that have been in diligence for some time. 
 
   Bonhill Group plc was also a negative contributor, reducing the value of 
the portfolio by GBP1.0 million. Bonhill is a leading B2B media business 
specialising in three key areas: Business Insight, Events and Data & 
Analytics. The group provided an update on the impact of Covid-19 in 
March. 
 
   Management stated that the pandemic is causing significant disruption to 
the financial services, technology and diversity communities in the UK, 
Europe, North America and Asia. The company started 2020 well, with 
particularly strong forward bookings in the UK and US. However, as the 
impact of coronavirus has increased, the vast majority of its UK, US, 
European and Asian events have been postponed resulting in an expected 
reduction in revenue and gross profit for the first half of the group's 
financial year.  The board has taken swift action to protect shareholder 
value by conserving cash, improving liquidity and reducing costs through 
headcount reductions. 
 
   Bonhill's brands serve communities and play an important role in 
connecting people and enabling business.  It is using all appropriate 
methods to continue this vital engagement and help its clients to stay 
close to their communities. Management believe that the business is 
well-positioned to respond quickly when the end is in sight, and 
anticipates greater business need for events, forums and networking than 
when the global crisis is over.  Bonhill raised GBP2.5 million in April 
2020 to ensure its survivability during the crisis. 
 
   Outlook 
 
   As fears of the potential impact of Covid-19 intensified, we conducted a 
thorough review of all portfolio positions to make certain that all 
possible risks had been identified and removed. We continue to 
concentrate on businesses that have strong balance sheets to ensure 
survivability and are targeting businesses that have high quality 
revenue streams that are unlikely to be affected by the pandemic. 
 
   Continuing uncertainty over the full global economic and social impact 
of Covid-19 and ongoing Brexit negotiations have created an 
extraordinarily challenging environment for all companies, particularly 
the smaller growth companies in which the portfolio invests. The 
Investment Adviser is working closely with management teams to ensure 
that they are supported and assisted where possible during these 
worrying times. 
 
   While there will doubtlessly be further challenges ahead, we are 
optimistic that as long-term investors their prudent approach in this 
time of volatility should allow the quoted portfolio to deliver 
long-term performance. 
 
   Downing LLP 
 
   Review of Investments 
 
   Portfolio of investments 
 
   The following investments, all of which are incorporated in England and 
Wales, were held at 31 March 2020: 
 
 
 
 
                                                                   Total invested 
                                         Valuation      % of        by funds also 
                                         movement     portfolio        managed by 
                   Cost     Valuation     in year     by value    Downing LLP (1) 
                 GBP'000    GBP'000      GBP'000                     GBP'000 
Top ten venture 
capital 
investments 
---------------  -------  -----------  -----------  -----------  ---------------- 
Doneloans 
 Limited           5,000        5,491        (135)         6.3%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Tracsis plc*       1,443        4,508        (347)         5.2%             2,417 
---------------  -------  -----------  -----------  -----------  ---------------- 
Downing Care 
 Homes Holdings 
 Limited           3,880        4,117        (379)         4.7%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Baron House 
 Developments 
 LLP               2,695        3,234          539         3.7%             2,055 
---------------  -------  -----------  -----------  -----------  ---------------- 
Downing 
 Strategic 
 Micro-Cap 
 Investment 
 Trust plc***      5,197        2,226      (1,521)         2.6%             4,998 
---------------  -------  -----------  -----------  -----------  ---------------- 
Pilgrim Trading 
 Limited           2,593        2,120        (473)         2.4%             3,722 
---------------  -------  -----------  -----------  -----------  ---------------- 
Harrogate 
 Street LLP        1,400        2,057          657         2.4%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Anpario plc*       1,448        1,917         (62)         2.2%             1,583 
---------------  -------  -----------  -----------  -----------  ---------------- 
Cadbury House 
 Holdings 
 Limited           3,081        1,749      (1,326)         2.0%             1,979 
---------------  -------  -----------  -----------  -----------  ---------------- 
Pearce and 
 Saunders 
 Limited           1,320        1,507        (145)         1.7%             1,680 
---------------  -------  -----------  -----------  -----------  ---------------- 
                  28,057       28,926      (3,192)        33.2%            18,434 
---------------  -------  -----------  -----------  -----------  ---------------- 
Other quoted 
growth 
investments 
---------------  -------  -----------  -----------  -----------  ---------------- 
Craneware plc*       353        1,391        (426)         1.6%               114 
---------------  -------  -----------  -----------  -----------  ---------------- 
Impact 
 Healthcare 
 REIT plc***       1,518        1,302        (248)         1.5%               258 
---------------  -------  -----------  -----------  -----------  ---------------- 
Inland Homes 
 plc*              1,526        1,282        (519)         1.5%             2,926 
---------------  -------  -----------  -----------  -----------  ---------------- 
Cohort plc*          394          865          176         1.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Vianet Group 
 plc*                952          733        (438)         0.8%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Universe Group 
 plc*              1,506          709        (652)         0.8%             1,794 
---------------  -------  -----------  -----------  -----------  ---------------- 
Science in 
 Sport plc*        1,239          611        (394)         0.7%             3,145 
---------------  -------  -----------  -----------  -----------  ---------------- 
Pittards plc*      1,350          506        (191)         0.6%             1,217 
---------------  -------  -----------  -----------  -----------  ---------------- 
Angle plc*           678          466         (57)         0.5%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Brooks 
 Macdonald 
 Group plc*          257          252         (39)         0.3%             2,770 
---------------  -------  -----------  -----------  -----------  ---------------- 
SysGroup plc*        377          169         (69)         0.2%             1,518 
---------------  -------  -----------  -----------  -----------  ---------------- 
Pennant 
 International 
 Group plc*          335          165        (376)         0.2%               304 
---------------  -------  -----------  -----------  -----------  ---------------- 
Norman 
 Broadbent 
 plc*                906          151        (166)         0.2%             1,332 
---------------  -------  -----------  -----------  -----------  ---------------- 
Frontier IP 
 Group plc*           30          137         (43)         0.2%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Immotion Group 
 plc*                300           77        (223)         0.1%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Bonhill Group 
 plc*              1,000           75      (1,025)         0.1%             3,198 
---------------  -------  -----------  -----------  -----------  ---------------- 
Dillistone 
 Group plc*          411           60         (71)         0.1%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Pressure 
 Technologies 
 plc*                249           58            2         0.1%               304 
---------------  -------  -----------  -----------  -----------  ---------------- 
Fireangel 
 Safety 
 Technology 
 Group plc*          545           44         (28)         0.1%             9,772 
---------------  -------  -----------  -----------  -----------  ---------------- 
MI Downing UK 
 Micro-Cap 
 Growth 
 Fund***              50           29         (14)         0.0%             5,150 
---------------  -------  -----------  -----------  -----------  ---------------- 
AIQ Limited            -            7            4         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Flowgroup plc*       385            -            -         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
ACHP plc*             61            -         (65)         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Redhall Group 
 plc*                500            -        (170)         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Wheelsure 
 Holdings 
 plc**                48            -         (18)         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
                  14,970        9,089      (5,050)        10.6%            33,802 
---------------  -------  -----------  -----------  -----------  ---------------- 
Other unquoted 
growth 
investments 
---------------  -------  -----------  -----------  -----------  ---------------- 
E-Fundamentals 
 (Group) 
 Limited           1,342        1,342            -         1.5%             1,897 
---------------  -------  -----------  -----------  -----------  ---------------- 
Rated People 
 Limited           1,282        1,282            -         1.5%             2,949 
---------------  -------  -----------  -----------  -----------  ---------------- 
Lignia Wood 
 Company 
 Limited           1,777        1,250        (617)         1.4%             3,614 
---------------  -------  -----------  -----------  -----------  ---------------- 
Streethub 
 Limited           1,050        1,101           51         1.3%             2,993 
---------------  -------  -----------  -----------  -----------  ---------------- 
Firefly 
 Learning 
 Limited           1,047        1,047            -         1.2%             2,271 
---------------  -------  -----------  -----------  -----------  ---------------- 
Avid 
 Technologies 
 Group Limited     1,833        1,037      (1,104)         1.2%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
 
Imagen Limited     1,000        1,000            -         1.1%             2,086 
---------------  -------  -----------  -----------  -----------  ---------------- 
Ecstase Limited    1,000        1,000            -         1.1%             2,081 
---------------  -------  -----------  -----------  -----------  ---------------- 
Curo 
 Compensation 
 Limited           1,418          898        (298)         1.0%               705 
---------------  -------  -----------  -----------  -----------  ---------------- 
Upp 
 Technologies 
 Group Limited     1,077          808        (269)         0.9%             1,077 
---------------  -------  -----------  -----------  -----------  ---------------- 
Limitless 
 Technology 
 Limited             757          803            -         0.9%             2,283 
---------------  -------  -----------  -----------  -----------  ---------------- 
Hackajob 
 Limited             784          784            -         0.9%             1,324 
---------------  -------  -----------  -----------  -----------  ---------------- 
Lineten Limited      750          750            -         0.9%               789 
---------------  -------  -----------  -----------  -----------  ---------------- 
Virtual Class 
 Limited             914          681           19         0.8%             1,469 
---------------  -------  -----------  -----------  -----------  ---------------- 
Masters of Pie 
 Limited             667          667            -         0.8%             2,304 
---------------  -------  -----------  -----------  -----------  ---------------- 
FundingXchange 
 Limited             525          525            -         0.6%             1,286 
---------------  -------  -----------  -----------  -----------  ---------------- 
JRNI Limited         525          525            -         0.6%             2,815 
---------------  -------  -----------  -----------  -----------  ---------------- 
Exonar Limited       500          500            -         0.6%             1,035 
---------------  -------  -----------  -----------  -----------  ---------------- 
ADC 
 Biotechnology 
 Limited             421          421            -         0.5%             2,527 
---------------  -------  -----------  -----------  -----------  ---------------- 
Hummingbird 
 Technologies 
 Limited             500          418         (82)         0.5%             1,500 
---------------  -------  -----------  -----------  -----------  ---------------- 
BridgeU 
 Corporation         810          414        (396)         0.5%               810 
---------------  -------  -----------  -----------  -----------  ---------------- 
Cambridge Touch 
 Technologies 
 Limited             459          361         (98)         0.4%             1,397 
---------------  -------  -----------  -----------  -----------  ---------------- 
Empiribox 
 Holdings 
 Limited           1,528          325      (1,072)         0.4%             2,924 
---------------  -------  -----------  -----------  -----------  ---------------- 
Channel Mum 
 Limited             500          300        (200)         0.3%             1,851 
---------------  -------  -----------  -----------  -----------  ---------------- 
FVRVS Limited        250          250            -         0.3%             1,814 
---------------  -------  -----------  -----------  -----------  ---------------- 
Ludorum plc          177            7            3         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Glownet Limited      741            -        (185)         0.0%             1,569 
---------------  -------  -----------  -----------  -----------  ---------------- 
Live Better 
 With Limited        991            -        (991)         0.0%             3,970 
---------------  -------  -----------  -----------  -----------  ---------------- 
Tawa Associates 
 Limited               -            -         (16)         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Resource 
 Reserve 
 Recovery 
 Limited               6            -            -         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Xupes Limited      2,250            -      (2,250)         0.0%             1,551 
---------------  -------  -----------  -----------  -----------  ---------------- 
                  26,881       18,496      (7,505)        21.2%            52,891 
---------------  -------  -----------  -----------  -----------  ---------------- 
Other unquoted 
yield focused 
investments 
---------------  -------  -----------  -----------  -----------  ---------------- 
Data Centre 
 Response 
 Limited             557        1,308           41         1.5%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Nomansland 
 Biogas 
 Limited           1,300        1,300            -         1.5%             5,260 
---------------  -------  -----------  -----------  -----------  ---------------- 
Fenkle Street 
 LLP                 346          900           64         1.0%             1,280 
---------------  -------  -----------  -----------  -----------  ---------------- 
Kimbolton Lodge 
 Limited             664          815         (91)         0.9%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Downing Pub EIS 
 ONE Limited         490          545         (78)         0.6%             5,862 
---------------  -------  -----------  -----------  -----------  ---------------- 
Fresh Green 
 Power Limited       378          462           42         0.6%               566 
---------------  -------  -----------  -----------  -----------  ---------------- 
SF Renewables 
 (Solar) 
 Limited             422          342        (105)         0.4%             6,778 
---------------  -------  -----------  -----------  -----------  ---------------- 
Rockhopper 
 Renewables 
 Limited             738          332        (310)         0.4%             6,470 
---------------  -------  -----------  -----------  -----------  ---------------- 
FCT No.1 
 Limited             228          299        (100)         0.3%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Indigo 
 Generation 
 Limited             920          290        (354)         0.3%             8,291 
---------------  -------  -----------  -----------  -----------  ---------------- 
Ironhide 
 Generation 
 Limited             920          290        (354)         0.3%             8,405 
---------------  -------  -----------  -----------  -----------  ---------------- 
Green Energy 
 Production UK 
 Limited             200          108            6         0.1%               300 
---------------  -------  -----------  -----------  -----------  ---------------- 
Pearce and 
 Saunders DevCo 
 Limited              88           88            -         0.1%               112 
---------------  -------  -----------  -----------  -----------  ---------------- 
Jito Trading 
 Limited           2,500            -      (1,875)         0.0%             7,200 
---------------  -------  -----------  -----------  -----------  ---------------- 
London City 
 Shopping 
 Centre 
 Limited             110            -            -         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Quadrate 
 Catering 
 Limited           1,500            -      (1,237)         0.0%             2,300 
---------------  -------  -----------  -----------  -----------  ---------------- 
Quadrate Spa 
 Limited           1,872            -        (692)         0.0%             3,258 
---------------  -------  -----------  -----------  -----------  ---------------- 
The Thames Club 
 Limited             175            -            -         0.0%             2,800 
---------------  -------  -----------  -----------  -----------  ---------------- 
Top Ten 
 Holdings plc        399            -            -         0.0%                 - 
---------------  -------  -----------  -----------  -----------  ---------------- 
Yamuna 
 Renewables 
 Limited           2,500            -            -         0.0%             4,510 
---------------  -------  -----------  -----------  -----------  ---------------- 
                  16,307        7,079      (5,043)         8.0%            63,392 
---------------  -------  -----------  -----------  -----------  ---------------- 
 
Total 
 investments      86,215       63,590     (20,790)        73.0%           168,519 
---------------  -------  -----------  -----------  -----------  ---------------- 
Cash at bank 
 and in hand                   23,471                     27.0% 
---------------  -------  -----------  -----------  -----------  ---------------- 
                               87,061                    100.0% 
---------------  -------  -----------  -----------  -----------  ---------------- 
 
 
   The Company also invested into Golden Rock Global plc and Mining, 
Minerals & Metals plc. These investments were acquired at negligible 
value and continued to be valued at the same level. 
 
   All venture capital investments are unquoted unless otherwise stated. 
 
   * Quoted on AIM 
 
   ** Quoted on the NEX Exchange Growth Market 
 
   *** Quoted on the Main Market of the London Stock Exchange 
 
 
 
   (1) Other self-managed and discretionary managed funds also managed by 
Downing LLP as Investment Manager or Adviser as at 31 March 2020: 
 
   - Downing TWO VCT plc 
 
   - Downing THREE VCT plc 
 
   - Downing FOUR VCT plc 
 
   - MI Downing UK Micro-Cap Growth Fund 
 
   - MI Downing Monthly Income Fund 
 
   - Downing Strategic Micro-Cap Investment Trust plc 
 
   - Downing AIM Estate Planning Service and Downing AIM NISA 
 
   - VT Downing Unique Opportunities Fund 
 
   - Downing Renewables EIS 
 
   - Downing Indian Solar EIS 
 
   - Downing Ventures EIS 
 
   - Downing Pub EIS 
 
   - Downing EIS 
 
   Investment movements for the year ended 31 March 2020 
 
   Additions 
 
 
 
 
                                                            GBP'000 
----------------------------------------------------------  ------- 
Quoted growth investments 
----------------------------------------------------------  ------- 
Impact Healthcare REIT plc                                      500 
----------------------------------------------------------  ------- 
Immotion Group plc                                              300 
----------------------------------------------------------  ------- 
Downing Strategic Micro-Cap Investment Trust plc                197 
----------------------------------------------------------  ------- 
                                                                997 
----------------------------------------------------------  ------- 
Unquoted growth investments 
----------------------------------------------------------  ------- 
Streethub Limited                                             1,300 
----------------------------------------------------------  ------- 
Ecstase Limited                                               1,000 
----------------------------------------------------------  ------- 
Lineten Limited                                                 750 
----------------------------------------------------------  ------- 
Avid Technologies Group Limited                                 736 
----------------------------------------------------------  ------- 
E-Fundamentals (Group) Limited                                  675 
----------------------------------------------------------  ------- 
Lignia Wood Company Limited                                     666 
----------------------------------------------------------  ------- 
Limitless Technology Limited                                    583 
----------------------------------------------------------  ------- 
FundingXchange Limited                                          525 
----------------------------------------------------------  ------- 
JRNI Limited                                                    525 
----------------------------------------------------------  ------- 
Upp Technologies Limited (formerly Volo Commerce Limited)       510 
----------------------------------------------------------  ------- 
Empiribox Holdings Limited                                      500 
----------------------------------------------------------  ------- 
Hummingbird Technologies Limited                                500 
----------------------------------------------------------  ------- 
Masters of Pie Limited                                          500 
----------------------------------------------------------  ------- 
Cambridge Touch Technologies Limited                            459 
----------------------------------------------------------  ------- 
ADC Biotechnology Limited                                       421 
----------------------------------------------------------  ------- 
Channel Mum Limited                                             300 
----------------------------------------------------------  ------- 
FVRVS Limited                                                   250 
----------------------------------------------------------  ------- 
                                                             10,200 
----------------------------------------------------------  ------- 
                                                             11,197 
----------------------------------------------------------  ------- 
 
 
   Disposals 
 
 
 
 
                                                                    Profit/   Realised 
                                           Value at                (loss) vs   gain/ 
                               Cost        01/04/19*     Proceeds    cost      (loss) 
                             GBP'000        GBP'000      GBP'000    GBP'000   GBP'000 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Quoted growth investments 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Sanderson Group plc                336              461       701        365       240 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Finsbury Food Group plc            655              688       843        188       155 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Brady plc                          272              225        71      (201)     (154) 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Craneware plc                      497            2,550     2,095      1,598     (455) 
--------------------------  ----------  ---------------  --------  ---------  -------- 
                                 1,760            3,924     3,710      1,950     (214) 
--------------------------  ----------  ---------------  --------  ---------  -------- 
 
Unquoted growth investments (including loan note 
redemptions) 
-------------------------------------------------------  --------  ---------  -------- 
Ludorum plc                      1,592               31        64    (1,528)        33 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Streethub Limited                  250              250       250          -         - 
--------------------------  ----------  ---------------  --------  ---------  -------- 
E-Fundamentals (Group) 
 Limited                           250              250       250          -         - 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Avid Technologies Group 
 Limited                           253              253       253          -         - 
--------------------------  ----------  ---------------  --------  ---------  -------- 
                                 2,345              784       817    (1,528)        33 
--------------------------  ----------  ---------------  --------  ---------  -------- 
 
Unquoted yield focused investments (including loan 
 note redemptions) 
-------------------------------------------------------  --------  ---------  -------- 
Leytonstone Pub No1 
 Limited                            81               81       258        177       177 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Wickham Solar Limited              472              660       716        244        56 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Pantheon Trading Limited         1,500            1,500     1,509          9         9 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Tramps Nightclub Limited           262                -         -      (262)         - 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Mosaic Spa and Health 
 clubs Limited                     706               58        58      (648)         - 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Pabulum Pubs Limited               607              607       607          -         - 
--------------------------  ----------  ---------------  --------  ---------  -------- 
Leytonstone Pub Limited          1,911            3,686     3,322      1,411     (364) 
--------------------------  ----------  ---------------  --------  ---------  -------- 
                                 5,539            6,592     6,470        931     (122) 
--------------------------  ----------  ---------------  --------  ---------  -------- 
                                 9,644           11,300    10,997      1,353     (303) 
--------------------------  ----------  ---------------  --------  ---------  -------- 
 
 
   * Adjusted for purchases in the year where applicable 
 
   Directors' responsibilities statement 
 
   The Directors are responsible for preparing the Strategic Report, the 
Report of the Directors, the Directors' Remuneration Report, the 
separate Corporate Governance Statement and the financial statements in 
accordance with applicable law and regulations. They are also 
responsible for ensuring that the annual report includes information 
required by the Listing Rules of the Financial Conduct Authority. 
 
   Company law requires the Directors to prepare financial statements for 
each financial year. Under that law the Directors have elected to 
prepare the financial statements in accordance with United Kingdom 
Generally Accepted Accounting Practice (United Kingdom Accounting 
Standards and applicable law), including Financial Reporting Standard 
102, the financial reporting standard applicable in the UK and Republic 
of Ireland (FRS 102). Under company law, the Directors must not approve 
the financial statements unless they are satisfied that they give a true 
and fair view of the state of affairs of the Company and of the profit 
or loss of the Company for that period. 
 
   In preparing these financial statements, the Directors are required to: 
 
   - select suitable accounting policies and then apply them consistently; 
 
   - make judgments and accounting estimates that are reasonable and 
prudent; 
 
   - state whether the financial statements have been prepared in 
accordance with applicable UK Accounting Standards, subject to any 
material departures disclosed and explained in the financial statements; 
and 
 
   - prepare the financial statements on the going concern basis unless it 
is inappropriate to presume that the Company will continue in business. 
 
   The Directors are responsible for keeping adequate accounting records 
that are sufficient to show and explain the Company's transactions, and 
to disclose with reasonable accuracy at any time the financial position 
of the Company and to enable them to ensure that the financial 
statements and the Directors Remuneration Report comply with the 
Companies Act 2006. 
 
   They are also responsible for safeguarding the assets of the Company and 
hence for taking reasonable steps for the prevention and detection of 
fraud and other irregularities. 
 
   In addition, each of the Directors considers that the Annual Report, 
taken as a whole, is fair, balanced and understandable and provides the 
information necessary to assess the Company's position, performance, 
business model and strategy. 
 
   Income Statement 
 
   for the year ended 31 March 2020 
 
 
 
 
                  Year ended 31 March 2020        Year ended 31 March 2019 
 
                 Revenue  Capital    Total    Revenue   Capital    Total 
                 GBP'000  GBP'000   GBP'000   GBP'000   GBP'000   GBP'000 
---------------  -------  --------  --------  --------  --------  -------- 
 
Income             2,118       100     2,218     4,593       134     4,727 
---------------  -------  --------  --------  --------  --------  -------- 
 
Losses on 
 investments           -  (21,094)  (21,094)         -   (6,317)   (6,317) 
---------------  -------  --------  --------  --------  --------  -------- 
 
                   2,118  (20,994)  (18,876)     4,593   (6,183)   (1,590) 
 --------------  -------  --------  --------  --------  --------  -------- 
 
Investment 
 management 
 fees              (970)     (970)   (1,940)     (975)     (975)   (1,950) 
---------------  -------  --------  --------  --------  --------  -------- 
Other expenses   (3,000)         -   (3,000)     (732)         -     (732) 
---------------  -------  --------  --------  --------  --------  -------- 
 
Return/(loss) 
 on ordinary 
 activities 
 before tax      (1,852)  (21,964)  (23,816)     2,886   (7,158)   (4,272) 
---------------  -------  --------  --------  --------  --------  -------- 
 
Tax on total 
 comprehensive 
 income and 
 ordinary 
 activities        (257)       257         -     (252)       252         - 
---------------  -------  --------  --------  --------  --------  -------- 
 
Return/(loss) 
 attributable 
 to equity 
 shareholders    (2,109)  (21,707)  (23,816)     2,634   (6,906)   (4,272) 
---------------  -------  --------  --------  --------  --------  -------- 
 
Basic and 
 diluted return 
 per share         (1.6)    (16.1)    (17.7)      2.0p    (5.2p)    (3.2p) 
---------------  -------  --------  --------  --------  --------  -------- 
 
 
   The total column within the Income Statement represents the Statement of 
Total Comprehensive Income of the Company prepared in accordance with 
Financial Reporting Standards ("FRS 102"). There are no other items of 
comprehensive income. The supplementary revenue and capital return 
columns are prepared in accordance with the Statement of Recommended 
Practice issued in November 2014 and updated in February 2018 by the 
Association of Investment Companies ("AIC SORP"). 
 
   Statement of Changes in Equity 
 
   for the year ended 31 March 2020 
 
 
 
 
                                                            Funds held in 
                 Called      Capital                       respect of shares             Capital 
                 up Share   redemption       Share              not yet       Special     reserve   Revaluation  Revenue 
                 Capital     reserve     premium account       allotted        reserve   realised     reserve     reserve    Total 
                 GBP'000     GBP'000        GBP'000            GBP'000        GBP'000    GBP'000      GBP'000    GBP'000   GBP'000 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
For the year ended 31 March 2019 
--------------------------------------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
 
At 1 April 
 2018               1,200        1,574            31,661              12,876    64,859           -        4,909       828   117,907 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Total 
 comprehensive 
 income                 -            -                 -                   -         -       (618)      (6,287)     2,634   (4,271) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Realisation of 
revaluations 
from previous 
years*                  -            -                 -                   -         -     (1,598)        1,598         -         - 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Realisation of 
impaired 
valuations              -            -                 -                   -         -     (1,123)        1,123         -         - 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Transfer 
 between 
 reserves*              -            -                 -                   -  (10,018)      10,018            -         -         - 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Transactions 
with owners 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Dividends 
    paid                -            -                 -                   -         -     (6,679)            -   (1,341)   (8,020) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Unallotted 
    shares              -            -                 -            (12,762)         -           -            -         -  (12,762) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Issue of 
    new 
    shares            157            -            13,854                   -         -           -            -         -    14,011 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Share issue 
    costs               -            -                 -                   -     (470)           -            -         -     (470) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Purchase of 
    own 
    shares**         (23)           23                 -                   -   (1,845)           -            -         -   (1,845) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
At 31 March 
 2019               1,334        1,597            45,515                 114    52,526           -        1,343     2,121   104,550 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
 
For the year ended 31 March 2020 
--------------------------------------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
 
At 1 April 
 2019               1,334        1,597            45,515                 114    52,526           -        1,343     2,121   104,550 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Total 
 comprehensive 
 income                 -            -                 -                   -         -       (917)     (20,790)   (2,109)  (23,816) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Realisation of 
revaluations 
from previous 
years*                  -            -                 -                   -         -       2,488      (2,488)         -         - 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Realisation of 
impaired 
valuations              -            -                 -                   -         -    (13,431)       13,431         -         - 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Transfer 
 between 
 reserves*              -            -                 -                   -  (16,499)      16,499            -         -         - 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
Transactions 
with owners 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Dividends 
    paid                -            -                 -                   -         -     (4,639)            -     (886)   (5,525) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Utilised in 
    share 
    issue               -            -                 -               (114)         -           -            -         -     (114) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Unallotted 
    shares              -            -                 -               5,775         -           -            -         -     5,775 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Issue of 
    new 
    shares            124            -             9,188                   -         -           -            -         -     9,312 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Share issue 
    costs               -            -                 -                   -     (151)           -            -         -     (151) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
   Purchase of 
    own 
    shares**         (18)           18                 -                   -   (1,289)           -            -         -   (1,289) 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
At 31 March 
 2020               1,440        1,615            54,703               5,775    34,587           -      (8,504)     (874)    88,742 
--------------  ---------  -----------  ----------------  ------------------  --------  ----------  -----------  --------  -------- 
 
 
   * A transfer of GBP2,488,000 representing previously recognised 
unrealised losses on disposal of investments during the year ended 31 
March 2020 (2019: GBP1,598,000) has been made from the Revaluation 
reserve to the Capital Reserve-realised.  A transfer of GBP16.5 million 
representing realised gains on disposal of investments, less net 
investment impairments and the excess of capital expenses over capital 
income and capital dividends in the year (2019: GBP7.3 million) has been 
made from the Special reserve to the Capital Reserve -- realised. 
 
   ** These shares were subsequently cancelled. 
 
   Balance Sheet 
 
   as at 31 March 2020 
 
 
 
 
                                                        2020     2019 
                                                       GBP'000  GBP'000 
---------------------------------------------------    -------  ------- 
 
  Fixed assets 
---------------------------------------------------    -------  ------- 
  Investments                                           63,590   84,483 
-----------------------------------------------------  -------  ------- 
 
  Current assets 
---------------------------------------------------    -------  ------- 
  Debtors                                                1,944    3,228 
-----------------------------------------------------  -------  ------- 
  Cash at bank and in hand                              23,471   17,222 
-----------------------------------------------------  -------  ------- 
                                                        25,415   20,450 
  ---------------------------------------------------  -------  ------- 
  Creditors: amounts falling due within one year         (263)    (383) 
-----------------------------------------------------  -------  ------- 
 
  Net current assets                                    25,152   20,067 
-----------------------------------------------------  -------  ------- 
 
  Net assets                                            88,742  104,550 
-----------------------------------------------------  -------  ------- 
 
  Capital and reserves 
---------------------------------------------------    -------  ------- 
  Called up share capital                                1,440    1,334 
-----------------------------------------------------  -------  ------- 
  Capital redemption reserve                             1,615    1,597 
-----------------------------------------------------  -------  ------- 
  Share premium account                                 54,703   45,515 
-----------------------------------------------------  -------  ------- 
  Funds held in respect of shares not yet allotted       5,775      114 
-----------------------------------------------------  -------  ------- 
  Special reserve                                       34,587   52,526 
-----------------------------------------------------  -------  ------- 
  Revaluation reserve                                  (8,504)    1,343 
-----------------------------------------------------  -------  ------- 
  Revenue reserve                                        (874)    2,121 
-----------------------------------------------------  -------  ------- 
 
  Total equity shareholders' funds                      88,742  104,550 
-----------------------------------------------------  -------  ------- 
 
 
  Basic and diluted net asset value per share            57.6p    78.3p 
-----------------------------------------------------  -------  ------- 
 
 
   The financial statements were approved and authorised for issue by the 
Board of Directors on 30 July 2020 and were signed on its behalf by: 
 
   Chris Kay 
 
   Chairman 
 
   Company number: 3150868 
 
   Cash Flow Statement 
 
   for the year ended 31 March 2020 
 
 
 
 
                                                          2020      2019 
                                                        GBP'000   GBP'000 
-----------------------------------------------------   --------  -------- 
  Cash flow from operating activities 
-----------------------------------------------------   --------  -------- 
  (Loss)/profit on ordinary activities after taxation   (23,816)   (4,272) 
------------------------------------------------------  --------  -------- 
  Loss/(gains) on investments                             21,094     6,317 
------------------------------------------------------  --------  -------- 
  Decrease/(increase) in debtors                           1,284   (1,654) 
------------------------------------------------------  --------  -------- 
  (Decrease)/increase in creditors                          (28)      (76) 
------------------------------------------------------  --------  -------- 
 
Net cash generated from operating activities             (1,466)       315 
------------------------------------------------------  --------  -------- 
 
Cash flow from investing activities 
-----------------------------------------------------   --------  -------- 
Purchase of investments                                 (11,197)  (12,501) 
------------------------------------------------------  --------  -------- 
Proceeds from disposal of investments                     10,997     3,289 
------------------------------------------------------  --------  -------- 
 
Net cash (outflow)/inflow from investing activities        (200)   (9,212) 
------------------------------------------------------  --------  -------- 
 
Cash flows from financing activities 
-----------------------------------------------------   --------  -------- 
Proceeds from share issue                                  9,312    14,011 
------------------------------------------------------  --------  -------- 
Funds held in respect of shares not yet allotted           5,661  (12,762) 
------------------------------------------------------  --------  -------- 
Share issue costs                                          (151)     (470) 
------------------------------------------------------  --------  -------- 
Purchase of own shares                                   (1,382)   (2,096) 
------------------------------------------------------  --------  -------- 
Equity dividends paid                                    (5,525)   (8,020) 
------------------------------------------------------  --------  -------- 
 
Net cash (outflow)/inflow from financing activities        7,915   (9,337) 
------------------------------------------------------  --------  -------- 
 
 
(Decrease)/increase in cash                                6,249  (18,234) 
------------------------------------------------------  --------  -------- 
 
 
  Net movement in cash 
-----------------------------------------------------   --------  -------- 
 
  Beginning of year                                       17,222    35,456 
------------------------------------------------------  --------  -------- 
  Net cash (outflow)/inflow                                6,249  (18,234) 
------------------------------------------------------  --------  -------- 
 
  End of year                                             23,471    17,222 
------------------------------------------------------  --------  -------- 
 
   Notes to the Accounts 
 
   for the year ended 31 March 2020 
 
   1. General information 
 
   Downing ONE VCT plc ("the Company") is a venture capital trust 
established under the legislation introduced in the Finance Act 1995 and 
is domiciled in the United Kingdom and incorporated in England and Wales, 
and its registered office is St. Magnus House, 3 Lower Thames Street, 
London EC3R 6HD. 
 
   2. Accounting policies 
 
   Basis of accounting 
 
   The Company has prepared its financial statements in accordance with the 
Financial Reporting Standard 102 ("FRS 102") and in accordance with the 
Statement of Recommended Practice "Financial Statements of Investment 
Trust Companies" issued November 2014 and updated February 2018 
("SORP"). 
 
   The financial statements are presented in Sterling (GBP) and rounded to 
thousands. 
 
   Going concern 
 
   After reviewing the Company's forecasts and projections, the Directors 
have a reasonable expectation that the major cash outflows of the 
Company (most notably investments, share buybacks and dividends) are 
within the Company's control and therefore the Company has sufficient 
cash to meet its expenses and liabilities when they fall due. The impact 
of COVID-19 has been considered, more detail on these considerations can 
be found within the Corporate Governance report. As such, the Board 
confirms that the Company has adequate resources to continues in 
operational existence for at least 12 months from the date of approval 
of the financial statements. The Company therefore continues to adopt 
the going concern basis in preparing its financial statements. 
 
   Presentation of income statement 
 
   In order to better reflect the activities of a Venture Capital Trust and 
in accordance with guidance issued by the Association of Investment 
Companies ("AIC"), supplementary information which analyses the income 
statement between items of a revenue and capital nature has been 
presented alongside the income statement. The net revenue is the measure 
the Directors believe appropriate in assessing the Company's compliance 
with certain requirements set out in Part 6 of the Income Tax Act 2007. 
 
   Investments 
 
   Venture capital investments are designated as "fair value through profit 
or loss" assets due to investments being managed and performance 
evaluated on a fair value basis. A financial asset is designated within 
this category if it is both acquired and managed on a fair value basis, 
with a view to selling after a period of time, in accordance with the 
Company's documented investment policy. 
 
   Judgements in applying accounting policies and key sources of estimation 
uncertainty 
 
   Of the Company's assets measured at fair value, it is possible to 
determine their fair values within a reasonable range of estimates. The 
fair value of an investment upon acquisition is deemed to be cost. 
Thereafter, investments are measured at fair value in accordance with 
FRS 102 sections 11 and 12, together with the International Private 
Equity and Venture Capital Valuation Guidelines ("IPEV"). 
 
   Investments quoted on recognised stock markets are measured using bid 
prices. 
 
   The valuation methodologies for unquoted instruments (comprising equity 
and loan notes), used by the IPEV to ascertain the fair value of an 
investment, are as follows: 
 
   - Calibration to the price of recent investment; 
 
   - Multiples; 
 
   - Net assets; 
 
   - Discounted cash flows or earnings (of the underlying business); 
 
   - Discounted cash flows (from the investment); and 
 
   - Industry valuation benchmarks. 
 
   The methodology applied takes account of the nature, facts and 
circumstances of the individual investment and uses reasonable data, 
market inputs, assumptions and estimates in order to ascertain fair 
value, as explained in the investment accounting policy above. Where an 
investee company has gone into receivership, liquidation or 
administration and there is little likelihood of a recovery, the loss on 
the investment, although not physically disposed of, is treated as being 
realised. 
 
   Gains and losses arising from changes in fair value are included in the 
income statement as a capital item. 
 
   It is not the Company's policy to exercise significant influence or 
joint control over investee companies. Therefore, the results of these 
companies are not incorporated into the Income Statement, except to the 
extent of any income accrued. This is in accordance with the SORP and 
FRS 102 sections 14 and 15 that do not require portfolio investments to 
be accounted for using the equity method of accounting. 
 
   Calibration to price of recent investment requires a level of judgment 
to be applied in assessing and reviewing any additional information 
available since the last investment date.  The manager considers a range 
of factors in order to determine if there is any indication of decline 
in value or evidence of increase in value since the recent investment 
date.  If no such indications are noted the price of the recent 
investment will be used as the fair value for the investment. 
 
   Examples of signals which could indicate a movement in value are: - 
 
   - Changes in results against budget or in expectations of achievement of 
technical milestones (patents/testing/ regulatory approvals) 
 
   - Significant changes in the market of the products or in the economic 
environment in which it operates 
 
   - Significant changes in the performance of comparable companies 
 
   - Internal matters such as fraud, litigation or management structure. 
 
   In respect of disclosures required by the SORP for the 10 largest 
investments held by the Company, the most recent publicly available 
accounts information, either as filed at Companies House, or announced 
to the London Stock Exchange, is disclosed. In the case of unlisted 
investments, this may be abbreviated information only. 
 
   Income 
 
   Dividend income from investments is recognised when the Shareholders' 
right to receive payment has been established, normally the ex-dividend 
date. 
 
   Loan stock interest is accrued on a time apportioned basis, by reference 
to the principal outstanding and at the effective interest rate 
applicable and only where there is reasonable certainty of collection. 
 
   Distributions from investments in limited liability partnerships 
("LLPs") are recognised as they are paid to the Company. Where such 
items are considered capital in nature they are recognised as capital 
profits. 
 
   Expenses 
 
   All expenses are accounted for on an accruals basis. In respect of the 
analysis between revenue and capital items presented within the income 
statement, all expenses have been presented as revenue items, except as 
follows: 
 
   -Expenses which are incidental to the acquisition of an investment are 
deducted from the Capital Account. 
 
   - Expenses which are incidental to the disposal of an investment are 
deducted from the disposal proceeds of the investment. 
 
   - Expenses are split and presented partly as capital items where a 
connection with the maintenance or enhancement of the value of the 
investments held can be demonstrated. Investment management fees are 
allocated 50% to revenue and 50% to capital, in order to reflect the 
Directors' expected long-term view of the nature of the investment 
returns of the Company. 
 
   Taxation 
 
   The tax effects on different items in the Income Statement are allocated 
between capital and revenue on the same basis as the particular item to 
which they relate, using the Company's effective rate of tax for the 
accounting period. 
 
   Due to the Company's status as a Venture Capital Trust and the continued 
intention to meet the conditions required to comply with Part 6 of the 
Income Tax Act 2007, no provision for taxation is required in respect of 
any realised or unrealised appreciation of the Company's investments. 
 
   Deferred taxation is not discounted and is provided in full on timing 
differences that result in an obligation at the balance sheet date to 
pay more tax, or a right to pay less tax, at a future date, at rates 
expected to apply when the obligations or rights crystallise based on 
tax rates and law enacted or substantively enacted at the balance sheet 
date. Timing differences arise from the inclusion of items of income and 
expenditure in taxation computations in periods different from those in 
which they are included in the accounts. Deferred tax assets are only 
recognised if it is expected that future taxable profits will be 
available to utilise such assets and are recognised on a non-discounted 
basis. 
 
   Cash and cash equivalents 
 
   Cash and cash equivalents include cash in hand and deposits held at call 
with banks with an original maturity of three months or less. 
 
   Other debtors and other creditors 
 
   Other debtors (including accrued income) and other creditors are 
included within the accounts at amortised cost. 
 
   Share issue costs 
 
   Share issue costs have been deducted from the special reserve account. 
 
   Segmental reporting 
 
   The Company only has one class of business and one market. 
 
   Dividends payable 
 
   Dividends payable are recognised as distributions in the financial 
statements when the Company's liability to make payment has been 
established, normally the record date. 
 
   Funds held in respect of shares not yet allotted 
 
   Cash received in respect of applications for new shares that have not 
yet been allotted is shown as "Funds held in respect of shares not yet 
allotted" and recorded on the Balance Sheet and Statement of Changes in 
Equity. 
 
   3. Basic and diluted return per share 
 
 
 
 
                                                       2020         2019 
                                                      GBP'000      GBP'000 
--------------------------------------------------  -----------  ----------- 
  Return per share based on: 
--------------------------------------------------  -----------  ----------- 
  Net revenue (loss)/return for the financial year      (2,109)        2,634 
--------------------------------------------------  -----------  ----------- 
  Net capital (loss) for the financial year            (21,707)      (6,906) 
--------------------------------------------------  -----------  ----------- 
  Total (loss) for the financial year                  (23,816)      (4,272) 
--------------------------------------------------  -----------  ----------- 
 
  Weighted average number of shares in issue        134,726,743  133,474,895 
--------------------------------------------------  -----------  ----------- 
 
 
   As the Company has not issued any convertible securities or share 
options, there is no dilutive effect on return per share. The return per 
share disclosed therefore represents both the basic and diluted return 
per share. 
 
   4. Principal Risks 
 
   The Company's investment activities expose the Company to a number of 
risks associated with financial instruments and the sectors in which the 
Company invests. The principal financial risks arising from the 
Company's operations are: 
 
   - Investment risks; 
 
   - Credit risk; and 
 
   - Liquidity risk. 
 
   The Board regularly reviews these risks and the policies in place for 
managing them. There have been no significant changes to the nature of 
the risks that the Company is exposed to over the year and there have 
also been no significant changes to the policies for managing those 
risks during the year. 
 
   The risk management policies used by the Company in respect of the 
principal financial risks and a review of the financial instruments held 
at the year-end, are provided below. 
 
   Market risks 
 
   As a VCT, the Company is exposed to investment risks in the form of 
potential losses and gains that may arise on the investments it holds, 
in accordance with its investment policy. The management of these 
investment risks is a fundamental part of the investment activities 
undertaken by the Investment Adviser and overseen by the Board. The 
Investment Adviser monitors investments through regular contact with 
management of investee companies, regular review of management accounts 
and other financial information and attendance at investee company board 
meetings. This enables the Investment Adviser to manage the investment 
risk in respect of individual investments. Investment risk is also 
mitigated by holding a diversified portfolio spread across various 
business sectors and asset classes. 
 
   The key investment risks to which the Company is exposed are: 
 
   - Investment price risk; and 
 
   - Interest rate risk. 
 
   The Company has undertaken sensitivity analysis on its financial 
instruments, split into the relevant component parts, taking into 
consideration the economic climate at the time of review, in order to 
ascertain the appropriate risk allocation. 
 
   Investment price risk 
 
   Investment price risk arises from uncertainty about the future prices 
and valuations of financial instruments held in accordance with the 
Company's investment objectives. It represents the potential loss that 
the Company might suffer through investment price movements in respect 
of quoted investments and also changes in the fair value of unquoted 
investments that it holds. 
 
   Interest risk 
 
   The Company accepts exposure to interest rate risk on floating-rate 
financial assets through the effect of changes in prevailing interest 
rates. The Company receives interest on its cash deposits at a rate 
agreed with its bankers. Investments in loan stock and fixed interest 
securities attract interest predominately at fixed rates. A summary of 
the interest rate profile of the Company's investments is shown below. 
 
   Interest rate profile of financial assets and financial liabilities 
 
   There are three levels of interest which are attributable to the 
financial instruments as follows: 
 
   - "Fixed rate" assets represent investments with predetermined yield 
targets and comprise fixed interest and loan note investments. 
 
   - "Floating rate" assets predominantly bear interest at rates linked to 
the Bank of England base rate and comprise cash at bank. 
 
   - "No interest rate" assets do not attract interest and comprise equity 
investments, non-interest bearing convertible loan notes, loans and 
receivables (excluding cash at bank) and other financial liabilities. 
 
   The Company monitors the level of income received from fixed, floating 
and non interest rate assets and, if appropriate, may make adjustments 
to the allocation between the categories, in particular, should this be 
required to ensure compliance with the VCT regulations. 
 
   In March 2020, The Bank of England base rate decreased from 0.75% per 
annum to 0.1% per annum. Any potential change in the base rate at the 
current level wouldn't have a material impact on the net assets and 
total return of the Company. 
 
   Credit risk 
 
   Credit risk is the risk that the counterparty to a financial instrument 
is unable to discharge a commitment to the Company made under that 
instrument. The Company is exposed to credit risk through its holdings 
of loan stock in investee companies, investments in fixed interest 
securities, cash deposits and debtors. 
 
   The Investment Adviser manages credit risk in respect of loan notes with 
a similar approach as described under investment risks above. In 
addition, with the exception of new investments, credit risk is 
mitigated by registering floating charges, covering the full par value 
of the loan stock in the form of fixed and floating charges over the 
assets of the investee companies. The strength of this security in each 
case is dependent on the nature of the investee company's business and 
its identifiable assets. The level of security is a key means of 
managing credit risk. Similarly, the management of credit risk 
associated with interest, dividends and other receivables is covered 
within the investment management procedures. 
 
   Cash is mainly held at Bank of Scotland plc, with a balance also 
maintained at Royal Bank of Scotland plc, both of which are A-rated 
financial institutions. Consequently, the Directors consider that the 
credit risk associated with cash deposits is low. 
 
   There has been limited changes in fair value during the year that can be 
directly attributable to changes in credit risk. 
 
   As at 31 March 2020, of the loan stock classified as "past due", 
GBP1,103,000 relates to the principal of loan notes where, although the 
principal remains within the term, the investee company is not fully 
servicing the interest obligations under the loan note and is in 
arrears.  Notwithstanding the arrears of interest, the Directors do not 
consider that the loan note itself has been impaired or the maturity of 
the principal has altered. 
 
   As at 31 March 2020, of the loan stock classified as "past due", 
GBP7,420,000 relates to the principal of loan notes where the principal 
has passed its maturity date. As at the balance sheet date, the extent 
to which the principal is past its maturity date, GBP5.5 million falls 
within the banding of nil to 2 years past due and GBP1.9 million is 3 to 
5 years past due. Notwithstanding this information, the Directors do not 
consider the loan notes to be impaired at the current time or that 
maturity dates of the principal have altered. 
 
   As at 31 March 2019, of the loan stock classified as "past due", 
GBP2,695,000 related to the principal of loan notes where, although the 
principal remained within term, the investee company was not fully 
servicing the interest obligations under the loan note and was in 
arrears.  Notwithstanding the arrears of interest, the Directors did not 
consider that the loan note itself had been impaired or the maturity of 
the principal had altered. 
 
   As at 31 March 2019, of the loan stock classified as "past due", 
GBP2,134,000 related to the principal of loan notes where the principal 
had passed its maturity date. As at 31 March 2019, the extent to which 
the principal is past its maturity date, GBP2.1 million falls within the 
banding of nil to 2 years past due and GBP58,000 is 3 to 4 years past 
due. Notwithstanding this information, the Directors did not consider 
the loan notes to be impaired at 31 March 2019 or that maturity dates of 
the principal had altered. 
 
   Liquidity risk 
 
   Liquidity risk is the risk that the Company encounters difficulties in 
meeting obligations associated with its financial liabilities. Liquidity 
risk may also arise from either the inability to sell financial 
instruments when required at their fair values or from the inability to 
generate cash inflows as required. The Company normally has a relatively 
low level of creditors (2020: GBP263,000, 2019: GBP383,000) and has no 
borrowings. Most of the quoted investments held by the Company are 
considered to be readily realisable. The Company always holds sufficient 
levels of funds as cash and readily realisable investments in order to 
meet expenses and other cash outflows as they arise. For these reasons 
the Board believes that the Company's exposure to liquidity risk is 
minimal. 
 
   The Company's liquidity risk is managed by the Investment Adviser in 
line with guidance agreed with the Board and is reviewed by the Board at 
regular intervals. 
 
   ANNOUNCEMENT BASED ON AUDITED ACCOUNTS 
 
   The financial information set out in this announcement does not 
constitute the Company's statutory financial statements in accordance 
with section 434 Companies Act 2006 for the year ended 31 March 2020, 
but has been extracted from the statutory financial statements for the 
year ended 31 March 2020 which were approved by the Board of Directors 
on 30 July 2020 and will be delivered to the Registrar of Companies. The 
Independent Auditor's Report on those financial statements was 
unqualified and did not contain any emphasis of matter nor statements 
under s 498(2) and (3) of the Companies Act 2006. 
 
   The statutory accounts for the year ended 31 March 2019 have been 
delivered to the Registrar of Companies and received an Independent 
Auditors report which was unqualified and did not contain any emphasis 
of matter nor statements under s 498(2) and (3) of the Companies Act 
2006. 
 
   A copy of the full annual report and financial statements for the year 
ended 31 March 2020 will be printed and posted to shareholders shortly. 
Copies will also be available to the public at the registered office of 
the Company at St. Magnus House, 3 Lower Thames Street, London EC3R 6HD 
and will be available for download from and www.downing.co.uk 
 
 
 
 
 
 

(END) Dow Jones Newswires

July 30, 2020 07:53 ET (11:53 GMT)

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