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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Oxford Technology 4 Venture Capital Trust Plc | LSE:OXF | London | Ordinary Share | GB00B01H4V84 | 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% | 34.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMOXF
19 May 2020
Oxford Technology 4 VCT plc ("the Company" or "OT4")
Annual Report and Accounts for the year ended 29 February 2020
The Directors are pleased to announce the audited results of the Company
for the year ended 29 February 2020. A copy of the Annual Report and
Accounts (together the "Accounts") will be made available to
Shareholders shortly. Set out below are extracts from the audited
Accounts. References to page numbers below are to those Accounts.
The AGM will be held at Magdalen Centre, Oxford Science Park, Oxford OX4
4GA on Thursday 9 July 2020, at 2pm. We believe the meeting is likely
to be a virtual meeting with limited physical attendance and no investee
or Investment Adviser presentations. We will provide further updates on
this by the end of June via our website:
https://www.oxfordtechnologyvct.com. In this eventuality, shareholders
will not be allowed to attend in person.
A copy of the Annual Report and Accounts will be available from the
registered office of the Company at Magdalen Centre, Oxford Science Park,
Oxford OX4 4GA, as well as on the Company's website.
Financial Headlines
Year Ended Year Ended
29 February 2020 28 February 2019
----------------------------------- -------------------- -------------------
Net Assets at Year End GBP4.15m GBP5.64m
----------------------------------- -------------------- -------------------
Net Asset Value (NAV) per Share 36.1p 49.0p
----------------------------------- -------------------- -------------------
Dividend paid in Year 3.0p 3.0p
----------------------------------- -------------------- -------------------
Cumulative Dividend per Share 43.0p 40.0p
----------------------------------- -------------------- -------------------
NAV + Cumulative Dividend per 79.1p 89.0p
Share Paid from Incorporation
----------------------------------- -------------------- -------------------
Share Price at Year End 26.5p 29.5p
----------------------------------- -------------------- -------------------
Earnings Per Share (9.9)p 6.1p
(Basic & Diluted)
----------------------------------- -------------------- -------------------
Chairman's Statement
I present the Annual Report for the year to 29 February 2020 to fellow
shareholders.
In these unprecedented and uncertain times our thoughts are with
everyone affected by the recent market and social turmoil, specifically
our shareholders, the staff of our Investment Adviser and the employees
of our investee companies. We hope that by the time of our AGM in July
there will be some light at the end of the tunnel and greater visibility
going forward.
Shareholders will appreciate that an annual report is a snapshot in
time. Our year end was 29 February and shareholders will be aware that
the FTSE100 had been above 7000 for the whole year up to 26 February,
fell to 6700 at 29 February. It subsequently dropped to a low of 5000
on 23 March 2020 before recovering to 5750 as of mid-May, a drop of 14%
since 29 February. Whilst the FTSE index is not a direct determinant of
the valuation of small unquoted early stage technology companies, it
represents a guide to market sentiment which is likely to influence
general company value assessments.
Under the valuation rules we are required to produce valuations based on
all the information that was known or should have been known to the
Directors at 29 February 2020. Clearly the full scale of the impact of
the Covid-19 virus and the extraordinary measures that the government
took in March to protect the country, combined with the oil price shock
were unexpected at that time, to say the least.
We have been continuously assessing the effect of this double impact.
With the passage of another two months to the time of signing off this
report we are beginning to get greater clarity of what it means to the
investee companies and your VCT. Industry-wide the worst hit sectors
have been airlines, travel, hospitality and oil whilst on the upside
some biotechnology companies have found new opportunities. The rest of
the portfolio has not materially changed since 29 February. Since the
year end Castleton, the only listed company in the OT4 portfolio has
announced an approved takeover offer from MRI Software Limited, which
should protect the share price from downward movement until the
completion of the acquisition.
Last year our biggest Brexit concern was the uncertainty itself, and
this year, I had expected to comment on the ongoing uncertainty about
the terms on which the UK would "fully leave" the EU at the end of this
calendar year. The result of the General Election, the signing of the
Withdrawal Agreement, the pandemic and the resulting turmoil have now
returned Brexit and trade discussions to the business pages. The
pandemic has highlighted a national need for a higher degree of
self-sufficiency and the economic downturns across Europe will hopefully
work against the introduction of extreme trade barriers and tariffs.
Last year we stated that our portfolio was not overly exposed to trade
with EU companies and that remains our view.
There has been significant other market turmoil over the last 12 months,
including the closing of the Woodford Equity Income Fund and the
suspension of several property funds driven by investors wishing to
withdraw their money faster than assets could be realised.
Despite all of the above, it is worth reminding ourselves that the VCT
structure is an appropriate holding vehicle for unquoted companies
through difficult times. Unlike unit trusts, we are under no pressure
to make fire sales to meet the demand from unit holders to withdraw
their cash.
Your VCT has over GBP200k in the bank as of mid-May, which covers about
2 years of expenses, at the current running rate, and if we do not
invest further in the portfolio. Furthermore, we expect to fully realise
our Castleton Technology plc holding under the current takeover offer.
Overview
Your company made a loss of 9.9p per share, with the NAV falling GBP1.49
million to 36.1p per share. In part this is as a result of the 3.0p
dividend paid in Q1 2019, but also by significant reductions in
valuations of several portfolio companies made to reflect difficult
trading issues. Total Return since company launch is 79.1p per share.
Your Board is not recommending the payment of a final dividend for the
year ended 29 February 2020.
Whilst we anticipate the majority of our investees will be less impacted
by the recent turmoil than many entities, they are by no means immune
from it. All companies have now needed to react to the change in
circumstances, revising their cash flow forecasts and adjusting for
significantly reduced sales revenues. The Investment Adviser will help
companies through this process, and if desired support them to raise
additional funding where possible. The Board and Investment Adviser have
sought the assess the immediate impact on valuations. Using latest bid
prices, and the Directors' normal determinants of fair value, we
estimate that the NAV per share has reduced to an unaudited 34.3p (a
drop of 5%) as at mid-May. Given we are in no immediate hurry to
liquidate any of our holdings, we would hope some form of market
normality will return before any asset sales occur.
The Board and your Investment Adviser will continue to monitor and
mentor investee companies towards points of value inflection at which we
can profitably exit and return funds to shareholders. This is the
nature of a longer than expected life technology fund.
Portfolio Overview
The largest holding by value within the VCT is now Arecor Limited
(Arecor) which is making excellent progress and represents 33% of the
funds value. It recently announced that it has achieved an important
second contractual milestone with one of its pharmaceutical partners.
The first milestone was triggered in October 2017 following the
signature of a license agreement between the parties. It has also
announced a multi-product collaboration with a US-based clinical stage
biotechnology company. Under the collaboration, Arecor will leverage
its proprietary technology to develop liquid formulations of two
proprietary novel products, one in oncology and one in a rare genetic
orphan condition.
The second largest holding by value is STL Management Limited (Select
Technology) representing 26% of the portfolio. It has been at the
forefront of remote working, both as a practitioner of the art and a
provider of relevant software for others, and as a result, has
seamlessly embraced lockdown working practices. Clearly, it has
suffered interruption to its normal course of business as customers have
grappled with the effects of the economic shock of the last two months.
However, looking beyond the short-term disruption, there is an immediate
opportunity to provision its end customers with the required software
tools that ensure business resilience and effective remote working. A
recent sales webinar was attended by 125 people, well above normal
attendee levels. This could just be because buyers are lacking things
to do, but there is at least circumstantial evidence showing that
companies are using the lockdown hiatus to spend time on 'housekeeping
matters', which includes replacing out-of-date software systems. If
this is the case, then Select Technology may be well-positioned for any
upcoming return to normality. Select Technology paid a dividend in
February 2020.
Castleton Technology plc (Castleton) remains the third largest holding
at 16% of NAV and has quickly become a leading provider of integrated
technology solutions within the social housing sector, with their software being used by over 600 social housing providers. Following a period of rapid growth both organic and by acquisition, Castleton paid a maiden dividend in September 2019. Since the year end, Castleton has announced an approved takeover offer from MRI Software Limited, which should protect the share price from downward movement until the completion of the acquisition and the full realisation of our holding. ImmBio (more formally known as ImmunoBiology Ltd) is our fourth largest holding. It has signed a commercial licence with the China National Biotech Group for its pneumococcal vaccine PnuBioVax and the first milestone payment has been received. Further milestones payments will be made when the transfer of certain technology is complete. This has been delayed partly by Covid-19 related events. The company is seeking to licence its vaccine in other countries and is pursuing grant applications. We have continued to support the working capital of the company with 2 small share placings during the year totalling GBP67k. However, the continuing delays have led us to reduce the valuation in the current year. Orthogem Ltd (Orthogem) was sold in January 2020 to one of its distributors TRB Chemedica (UK) Ltd. Although Orthogem had made significant technical progress with the launch of its putty product and appointment of international distributors, it was unable to raise sufficient funding to be able to continue to trade. The OT VCTs were willing to continue supporting the company, especially given we believed the company was very close to commercial success, but the VCT rules governing the age of companies and the use to which any new funds can be applied prevented us from doing so. Similar restrictions applied to potential EIS investors. Whilst some other investors were also willing to support the company, it was at an insufficient level. The only way to avoid the company being placed into administration/liquidation was to sell it, with original investors retaining the right to a potential royalty income should product sales follow. The Investment Adviser is working with HMRC to see if/how the VCTs may be able to benefit from this income without breaching any VCT rules, should royalties become payable in the future. Valuation changes have also been made at Diamond Hard Surfaces Limited and Dynamic Extractions Limited to reflect difficult trading conditions for both companies. The Board and your Investment Adviser continue to monitor and mentor investee companies towards points of value inflection at which we can profitably exit and return funds to shareholders. This is the nature of our technology fund with a longer than expected life. The Directors continue to take an active interest in the companies within the portfolio, both to support their management teams to achieve company development, but also to prepare companies for realisation at the appropriate time. It should be noted, however, that approaches do occur at other times as can be seen with Castleton and the ability of the Directors and Investment Adviser to be able to provide support when such approaches occur is essential for maximising value. Further details are contained within the Investment Adviser's Report, and on our website. First Quarter Results Announcement As mentioned in the overview section above, the Directors estimate that the NAV per share is an unaudited 34.3p as of mid-May. At this time, and unless there are reasons to suggest conditions are not similar at the end of May 2020, we do not currently intend to issue a NAV as at 31 May 2020, and will update the market further with our half year results to the end of August 2020. We do not currently consider that publishing this quarterly result will add any value to shareholders, and not doing so will save some costs. Dividends/Return of Capital An interim capital dividend of 3.0p per share was paid on 26 April 2019. No final dividend is recommended. The ongoing strategy remains to seek to crystallise value from the portfolio and distribute cash to shareholders. Our priority is to maximise shareholder value and liquidity over the medium term by seeking exits for these holdings at the appropriate time but remaining mindful of the need to meet VCT and going concern tests. VCT Market Changes After some big changes in recent years, this has been another period of allowing the new regulatory landscape to bed in. The types of investment now allowed are of the sort in which the OT VCTs have always specialised and we continue to believe the VCT structure is well-suited to this patient approach to long term value creation. However, the VCT rules do provide additional challenges for very small VCTs, where there is very little flexibility in how to operate, and with a small portfolio, we are very severely hindered from continuing to support our own investee companies. Our VCT is not in line with the majority of the industry, which is continuing to raise funds and making new investments, and where scale is not an issue, so these policies impact us more than larger VCTs. As mentioned above, from March 2020 we are required to have more than 80% of assets in qualifying assets compared to 70% in prior years. On 29 February 2020, we were at this level, and remain so at the time of writing. Covid-19 Response The Investment Adviser has proved to be operationally resilient and financially sound during the turmoil of Covid-19. Your Board is used to working in a virtual environment and the VCT has continued to operate effectively, as evidenced by the publication of this Annual Report and Financial Statements to our normal timetable. Your Board continues to look at methods of improving operational efficiency, reducing costs and, more generally putting in place appropriate plans to ensure that your VCT's operational costs relative to its overall size remain within acceptable limits. Over the last 5 years we have renegotiated almost every element of cost. Our investment management and Directors' fees and auditors' remuneration are amongst the lowest in the VCT industry. The largest remaining elements of cost are the LSE listing fee at almost GBP10k and the FCA fee of GBP6k. These regulatory fees seem to have relentless increases and bear disproportionally on a small company. We have written to both organisations to request a one-off 50% rebate in this difficult year and asked them to reconsider their overall fee structures and, in particular, relook at their charges to the lower end of the market. Whilst your VCT remains in good structural shape, it seems prudent to take some precautionary measures. Every year we have a resolution for the shareholders to enable the Directors to raise a further 5% of shares without pre-emption rights which has been approved. This year, following guidance from the FRC Pre-emption Group we would like, with our shareholders' approval, to raise the level to 20% to provide flexibility, if ever required, to raise money more cheaply and at shorter notice. This would enable to us to support investee companies (within the VCT rules) and exceptionally take advantage of other opportunities arising from other investees in the OT VCT stable. At the moment we have no plans to raise additional capital or to conduct a possible placing, but it seems prudent in these uncertain times to have the capability in case the Board considers it opportune to act quickly. Shareholders who might be interested in buying shares via such a placing are invited to register their potential interest by email to: https://www.globenewswire.com/Tracker?data=3LuHeAfrbs36ee1SGWLo9uKCBvAM5SZg74joR-DStLaeqGtkHI7-3OAwld5pLniKNPl6S-WUfDRyp6NcxPFrGhmuN_UdsgrIp0Tx8CNgW_Ib23WqH2Ed2ihX1KYXrpLO vcts@oxfordtechnology.com. AGM We believe the meeting is likely to be a virtual meeting with limited physical attendance and no investee or Investment Adviser presentations. We will provide further updates on this by the end of June via our website. Covid-19 permitting, the Board and Investment Adviser hope to be able to host a physical event in October/November following the half year results so that shareholders can be updated and for them to hear how some of our investees have coped with this year's disruption. In the meantime, may I encourage you to return your proxies as early as possible. Please send in any questions you might have and we will put up a Q&A section on the website. Please note that in accordance with new AIC guidelines all four directors are standing for annual re-election. I have no hesitation in recommending shareholders to vote for all my co-directors. All have played a very full part in the VCT's activities throughout the year. We also recommend the re-election of UHY Hacker Young who have done a very good job this year under difficult conditions, not least of which was one of their key staff contracting coronavirus during the period of the audit. As in previous years, we are putting forward a resolution to vote for the continuation of the VCT. The Directors do not consider this to be an appropriate time to wind up the VCT and that it would not be in shareholders' best interests. Finally, we have taken the opportunity to update our articles of association; Oxford Technology 2 Venture Capital Trust Plc did this 2 years ago and a very similar format has been followed. More details are shown on page 36 and on our website www.oxfordtechnologyvct.com. A formal Notice of the AGM has been enclosed with these Financial Statements together with a Form of Proxy for those not attending. We encourage you to vote on the AGM resolutions via your proxy forms and thank you all for your ongoing support Outlook/planning for the Future Our company remains a small VCT (by both net assets and market cap),
reducing in size as we realise investments and return proceeds to
shareholders and we continue to operate on a shoestring budget. Efforts
have continued throughout the year to seek a partner interested in using
the existing VCT structure to launch its own share offering, and hence
enabling us to expand our asset base. As I reported at the half year,
we have had detailed conversations with many other prospective parties
who are potentially interested in entering the VCT industry, but to date,
the costs of such a launch present too high a risk for other parties to
make such a move. We have always made clear that there is no certainty
such a possibility can be successful but the Directors will continue
seeking such opportunities when the future outlook has become clearer.
We continue to believe your VCT is an appropriate structure to hold your
Company's investments, albeit it would be preferable to have a larger
asset base to share the operating costs. In the meantime, your Board
continues to work so as to best provision the Company such that -- when
valuations and liquidity allow -- holdings can be exited and proceeds
distributed to shareholders.
In normal years I would conclude by expressing my thanks to all
shareholders for their continuing support and looking forward to
welcoming as many of you to the AGM as possible. This year I will just
express a wish that you keep safe and healthy and that together we may
ultimately arise stronger and more united for a future in what will
undoubtedly be a different world.
David Livesley
Chairman
19 May 2020
Investment Portfolio Review
OT4 was formed in 2004 and has invested in 35 companies which were
start-up or early stage technology companies. Some of these companies
failed with the loss of the investment. Some have succeeded and have
been sold. The table on page 23 shows the companies remaining in the
portfolio. A more detailed analysis is given of the major investments
on the following pages. Several still have the potential to deliver
significant returns and weather the storm of the current Covid-19
pandemic. OTM is working with all of the portfolio companies helping
and advising them through these difficult and unprecedented times.
Arecor conducted its phase 1 trial for Ultra-Rapid Acting Insulin. The
results were very good with all the desired outcomes being met. Arecor
also has other insulin and non-insulin internal development programmes.
Arecor also announced a new collaboration agreement with a pharma
company and it has received a milestone payment for a partnered
programme.
Select Technology specialises in software for photocopiers -- now known
as MFDs -- Multi-Function Devices. Over the last decade Select
Technology has built up a global network of distributors and dealers
through which it sells third party products. These products now include
PaperCut, KPAX, Foldr, Drivve Image, EveryonePrint and Square 9
Enterprise Content Management. Sales have increased from GBP210k in the
year to July 2010 to just over GBP6.5m in the year to January 2020.
Select paid a dividend in February 2020.
OT4 received shares in AIM-listed Castleton Technology Plc as part of
the proceeds of sale when Castleton purchased Impact Applications in
2015. Castleton is a provider of software, services and IT
infrastructure to the social, public and commercial housing sector.
During the year Castleton paid its first dividend. On the 15 April,
following the year end Castleton, received a recommended cash offer to
acquire its shares at 95p per Castleton share. The company had been
doing well, if a little behind management expectations, as 67% of its
income was recurring revenues and the company was well set up to weather
the Covid-19 crisis. Nonetheless for OT4, a return of 95p per Castleton
share is an excellent result, and when combined with all the proceeds
already received, will reflect an eight fold return from our original
investment in Impact Applications.. The bid price used at the year end
for these accounts was 71p.
In February 2019 ImmBio signed a license deal for PnuBioVax in the
Chinese market with a subsidiary of CNBG, the leading Chinese biologics
company. PnuBioVax is a vaccine that targets pneumococcal disease in
children and the elderly. Throughout the year it has been working to
transfer the technology to its partner. An investment of GBP150k (of
which OT4 contributed GBP29k) was made in February 2020 to extend the
company runway. In March 2019, OT4 also invested GBP38k as part of an
earlier GBP150k round.
Dynamic Extractions was formed as a spin-out from Brunel University in
2005. The objective of the company was to commercialise a technology
developed there for high performance counter current chromatography.
Initially the business designed and sold HPCCC instruments which were
manufactured by subcontract. The company and its business model have
been transformed in the last few years. The HPCCC instruments have been
redesigned from scratch and the first of the much improved instruments,
manufactured by a subcontractor in Wales emerged in late 2016.
Also, although the sale of HPCCC instruments remains part of the
business, more of the company's effort is now devoted to using its own
technology to produce valuable compounds for sale. For example, the
company is able to produce 99.9% purity CBD and given the interest in
CBD following the growing legalisation of cannabis products across the
world it was hoped that there would be a market for high purity CBD.
Disappointingly, however, this has not proved to be the case to date.
Some sales have been achieved but the volumes have been low. So Dynamic
Extractions is continuing to search for a high value product which it
can extract or purify and sell. The technology could equally be used to
remove traces of toxin or pesticide from a residue.
OT4 was the first investor in Diamond Hard Surfaces (DHS) when the
company was founded in 2004. The objective was to develop a process for
creating a hard diamond like coating that was superior to other similar
coatings. The DHS coating is extremely hard and also has exceptionally
low friction against itself. The technology is a low temperature process
which can be applied to a wide range of substrate materials and
geometries and is applied in sectors such as Aerospace, Oil and Gas and
Electronics. Over the last few years the company has been developing a
coating which has the unusual properties of being an almost perfect
electrical insulator while having three times the thermal conductivity
of copper. This coating has now been branded ThermaSp3c(TM). This
coating is used as a heat sink -- removing heat from chips which are
working particularly hard (and therefore getting hot), principally in
defence applications. DHS had a disappointing year in 2019 with sales
being slightly below the levels of the year before. However, March 2020
was the busiest ever with record sales being made, mainly for heat
sinks.
Orthogem received a CE mark for its putty product in early 2018.
Approvals for other countries were very slow to follow. Although a deal
was made with a new and much larger UK distributor, the sales did not
pick up quickly enough for the company to remain solvent going forward.
The OT VCTs were willing to continue supporting the company, especially
given we believed the company was very close to commercial success, but
the VCT rules governing the age of companies and the use to which any
new funds can be applied prevented us from doing so. The company was
sold for GBP1 and a 10% share of gross profits going forward. We are
currently working with HMRC to see how OT4 may be able to benefit from
any future income stream in the form of possible royalties without
breaching any VCT rules.
New Investments in the year
Follow on investment has been made into ImmBio of GBP67,433 in two
tranches. This has complied with both EU State Aid rules and HMRC
rules.
Disposals during the year
Castleton shares to the value of GBP491,470 were sold in March 2019.
Orthogem was disposed of during the year but only for a nominal sum of
GBP1 and Zuvasyntha was dissolved, with no proceeds being received.
Valuation Methodology
Quoted and unquoted investments are valued in accordance with current
industry guidelines that are compliant with International Private Equity
and Venture Capital (IPEVC) Valuation Guidelines and current financial
reporting standards.
VCT Compliance
Compliance with the main VCT regulations as at 29 February 2020 and for
the year then ended is summarised as follows:
Type of Investment
By HMRC Valuation Rules Actual Target
--------------------------- ------ --------------------------
Minimum obligation of: 70%
VCT Qualifying Investments 88.1% (80% from 1 March 2020)
Maximum allowed: 30%
Non-Qualifying Investments 11.9% (20% from 1 March 2020)
--------------------------- ------ --------------------------
Total 100% 100%
The value used in the qualifying tests is not necessarily the original
investment cost due to the complex rules required by HMRC, therefore the
allocation of Qualifying investments as defined by the legislation can
be different to the portfolio weighting as measured by market value
relative to the net assets of the VCT.
At least 70% of each investment must be in eligible shares -- Complied.
No more than 15% of the income from shares and securities is retained --
Complied.
No investment constitutes more than 15% of the Company's portfolio (by
value at time of investment or when the holding is added to) ---
Complied.
The Company's income in the period has been derived wholly or mainly
(70% plus) from shares or securities -- Complied.
No investment made by the VCT has caused the company to receive more
than GBP5m of State Aid investment in the year, nor more than the
lifetime limit of GBP12m -- Complied.
Table of Investments
The table below shows the current portfolio holdings. The investments
in Bluewater Bio, Cutting the Wires, Dynamic Discovery, EKB, Ingenious,
Inspiration Matters, Kinomi, Glide Technologies, Historic Futures and
Water Innovate have been written off. The investments in Dexela,
Imagineer Systems, Impact Applications, Incentec, Mecira, OxTox, Pharma
Engineering, Telegesis, Naked Objects, Abzena, Zuvasyntha and Orthogem
have been sold. Some Castleton shares have also been sold.
Number of shares in issue: 11,516,946
Net Asset Value per share at 29 February 2020: 36.1p
Dividends per share paid to date: 43.0p
Table of Investments held by Company at 29 February 2020
Change
in
value % equity
Date of for the % equity held by
initial Net cost of investment Carrying value at 29/02/20 year held all % Net
Company Description investment GBP'000 GBP'000 GBP'000 OT4 OTVCTs Assets
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Protein
Arecor stabilisation Jul 2007 590 1,289 382 5.6 10.5 31.0
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Select- STL Management Photocopier
Ltd Interfaces Aug 2006 237 1,022 (42) 18.4 58.6 24.6
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Mobile
Castleton Technologies software for
Bid Price 71p contractors Oct 2005 72 622 (621)* 1.1 1.1 15.0
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
ImmBio Novel vaccines Oct 2005 857 555 (457) 13.0 22.6 13.4
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Diamond
Diamond Hard Surfaces coatings Jan 2005 640 135 (202) 49.9 49.9 3.3
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Wound healing
Insense dressings Apr 2005 475 67 - 2.5 6.8 1.6
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Antibiotics
Novacta Development Apr 2005 347 59 - 2.3 2.3 1.4
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Separation
Dynamic Extractions technology Aug 2005 377 56 (257) 30.4 30.4 1.3
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Rechargeable
Oxis Energy batteries Nov 2005 305 41 (49) 0.2 0.3 1.0
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Directional
Plasma Antennas antennas Mar 2005 700 40 - 30.9 48.8 1.0
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Virtual
MirriAd Advertising product
Bid Price 10p placement May 2015 - 5 (2) 0.0 0.0 0.1
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Production of
Metal Nanopowers nanopowers Aug 2006 52 - - 16.7 36.7 0.0
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Very hard
Superhard Materials materials Feb 2012 9 - - 18.2 40.0 0.0
----------------------- -------------- ----------- ---------------------- -------------------------- ------- -------- -------- ------
Totals 4,661 3,891 (1,248) 93.7
---------------------------------------------------- ---------------------- -------------------------- ------- -------- -------- ------
Other Net Assets 262 6.3
---------------------------------------------------- ---------------------- -------------------------- ------- -------- -------- ------
NET ASSETS 4,153 100.0
---------------------------------------------------- ---------------------- -------------------------- ------- -------- -------- ------
* GBP463k reduction related to share disposals, and GBP158k related to
the decline during the year of the AIM share price on the shares still
held at 29 February 2020
Lucius Cary
Director -- OT4 Managers Ltd
Investment Manager
19 May 2020
Directors' Report
The Directors present their report together with Financial Statements
for the year ended 29 February 2020.
The Directors consider that the Annual Report and Financial Statements,
taken as a whole, are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Company's
performance, business model and strategy.
This report has been prepared by the Directors in accordance with the
requirements of s415 of the Companies Act 2006. The Company's
independent auditor is required by law to report on whether the
information given in the Directors' Report is consistent with the
Financial Statements.
Principal Activity
The Company commenced business in 2004. The Company invests in start-up
and early stage technology companies in general located within 60 miles
of Oxford. The Company has maintained its approved status as a Venture
Capital Trust by HMRC.
Review of Business Activities
The Directors are required by section 417 of the Companies Act 2006 to
include a Business Review to shareholders. This is set out on page 12
and forms part of the Strategic Report. The purpose of the Business
Review is to inform members of the Company and help them assess how the
Directors have performed their duty under section 172 of the Companies
Act 2006 (duty to promote the success of the Company). The Company's
section 172 Statement on page 18, the Chairman's Statement on page 6 to
11, and the Investment Portfolio Review on pages 20 to 28 also form part
of the Strategic Report.
Corporate Governance Statement
The Board has considered the principles and recommendations of the 2019
AIC Code as applied to companies reporting as at 29 February 2020. The
Company's Corporate Governance policy is set out on pages 41 to 47.
The 2019 AIC Code is available on the AIC website (www.theaic.co.uk). It
includes an explanation of how the 2019 AIC Code adapts the Principles
and Provisions set out in the UK Code to make them relevant for
investment companies.
The Company has complied with the recommendations of the 2019 AIC Code
and the relevant provisions of the UK Code, except as set out below:
-- The Company does not have a Chief Executive Officer or a Senior
Independent Director. The Board does not consider this necessary as it
does not have any executive directors.
-- New Directors do not receive a formal induction on joining the Board,
though they did receive one tailored to them on an individual basis.
-- The Company conducts a formal review as to whether there is a need for an
internal audit function. However, the Directors do not consider that an
internal audit would be an appropriate control for this VCT at this
time.
-- The Company does not have a Remuneration Committee as these matters are
dealt with by the Board.
-- The Company does not have a Nomination Committee as these matters are
dealt with by the Board.
For the reasons set out in the AIC Guide, and as explained in the UK
Code, the Board considers the above provisions are not relevant to the
position of the Company, being an investment company run by the Board
and managed by the Investment Adviser. In particular, all of the
Company's day-to-day administrative functions are outsourced to third
parties. As a result, the Company has no executive directors, employees
or internal operations.
Directors
The Directors of the Company are required to notify their interests
under Disclosure and Transparency Rule 3.12R. The membership of the
Board and their beneficial interests in the ordinary shares of the
company at 29 February 2020 and at 28 February 2019 are set out below:
Name 2020 2019
D Livesley 3,499 3,499
R Roth 44,310 44,310
A Starling Nil Nil
R Goodfellow 20,000 20,000
Under the Company's articles of association one third of the Directors
are required to retire by rotation each year. However, best practice
under the latest corporate governance guidelines is for all directors to
stand for election each year and as a result, Richard Roth, Alex
Starling, Robin Goodfellow and David Livesley will all be nominated for
re-election at the forthcoming AGM. The Board believes that all the
non-executive Directors continue to provide a valuable contribution to
the Company and remain committed to their roles. The Board recommends
that shareholders support the resolutions to re-elect all four Directors
at the forthcoming AGM.
The Board is satisfied that, following individual performance appraisals,
the Directors who are retiring continue to be effective and demonstrate
commitment to their roles and therefore offer themselves for re-election
with the support of the Board.
The Board did not identify any conflicts of interest between the
Chairman's interest and those of the shareholders, especially with
regard to the relationship between the Chairman and the Investment
Adviser.
The Board is cognisant of shareholders' preference for Directors not to
sit on the boards of too many larger companies ("overboarding").
Shareholders will be aware that in July 2015, the Company, along with
the other VCTs that were managed by Oxford Technology Management,
appointed directors such that the four VCTs each had a Common Board.
In addition, Richard Roth has subsequently also become a Director of
Seneca Growth Capital VCT Plc, a VCT investing in the MedTech sector
which is also self-managed and has a number of investments in common
with the Oxford Technology VCTs.
Whilst great care is taken to safeguard the interests of the
shareholders of each separate company, there is an element of overlap in
the workload of each Director across the four OT funds due to the way
the VCTs are managed. The Directors note that the workload related to
the four OT funds is less than it would be for four totally separate and
larger funds and are satisfied that Richard Roth has the time to focus
on the requirements of each OT fund.
Investment Management Fees
OT4 Managers Ltd, the Company's wholly owned subsidiary, has an
agreement to provide investment management services to the Company for a
fee of 1% of net assets per annum. OT4 Managers Ltd subcontracts these
services to OTM on a pass through basis. David Livesley and Richard Roth
together with Lucius Cary are Directors of OT4 Managers Ltd.
Directors' and Officers' Insurance
The Company has maintained insurance cover on behalf of the Directors,
indemnifying them against certain liabilities which may be incurred by
them in relation to their duties as Directors of the Company.
Ongoing Review
The Board has reviewed and continues to review all aspects of internal
governance to mitigate the risk of breaches of VCT rules or company law.
Whistleblowing
The Board has been informed that the Investment Adviser has arrangements
in place in accordance with the UK Code's recommendations by which staff
of Oxford Technology Management or the Secretary of the Company may, in
confidence, raise concerns within their respective organisations about
possible improprieties in matters of financial reporting or other
matters.
Bribery Act 2010
The Company is committed to carrying out business fairly, honestly and
openly. The Investment Adviser has established policies and procedures
to prevent bribery within its organisation. The Company has adopted a
zero tolerance approach to bribery and will not tolerate bribery under
any circumstance in any transaction the Company is involved in. The
Company has instructed the Investment Adviser to adopt the same approach
with investee companies.
Relations with Shareholders
The Company values the views of its shareholders and recognises their
interest in the Company. The Company's website provides information on
all of the Company's investments, as well as other information of
relevance to shareholders (
https://www.globenewswire.com/Tracker?data=tSnQldIDxcAHawN61OkT6CxgBD1_H6EEmtecz3_oGwVIj-tg38cnevNR2xQKABwARd0TX7h8XzZ-b9JgHDaK7kytBJpiPFM0jJthTG2N5Wrnges39QD3lH-N8GZ3eD0X01-2Vh6RxIWgVtFKY_RrDg==
www.oxfordtechnologyvct.com/vct4.html)
Shareholders have the opportunity to meet the Board at the Annual
General Meeting. In addition to the formal business of the AGM the Board
is available to answer any questions a shareholder may have.
The Board is also happy to respond to any written queries made by
shareholders during the course of the year and can be contacted at the
Company's registered office: Magdalen Centre, Oxford Science Park,
Oxford OX4 4GA. Alternatively your question can be emailed to:
vcts@oxfordtechnology.com.
Going Concern
The assets of the Company consist mainly of securities, two of which are
AIM quoted, quite liquid and readily accessible, as well as cash. After
making enquiries, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence for
the foreseeable future. For this reason they have adopted the going
concern basis in preparing the Financial Statements.
Share Capital
As disclosed on page 81, the Board has authority to make market
purchases of the Company's own shares. No shares were purchased by the
Company during the year.
The Board has authority to allot up to 575,847 shares (representing
approximately 5% of the ordinary share capital as at 21 May 2019). No
shares were allotted by the Company during the year.
The total number of Ordinary Shares of 10p each in issue at 29 February
2020 was 11,516,946 (2019: 11,516,946) with each share having one vote.
There are no other share classes in issue.
As discussed in the Chairman's Statement, whilst the VCT remains in good
structural shape, it seems prudent to take some precautionary measures
and the Board is proposing a resolution for shareholders to enable the
Directors to raise a further 20% of shares without pre-emption rights
this year, following guidance from the FRC Pre-emption Group.
This will provide additional flexibility, if ever required, to raise
money more cheaply and at shorter notice. This would enable the Company
to support investee companies (within the VCT rules) and, exceptionally,
take advantage of other opportunities arising from other investees in
the OT VCT stable. At the moment we have no plans to raise additional
capital or to conduct a possible placing, but it seems prudent in these
uncertain times to have the capability in case the Board wishes to act
quickly.
As in previous years, the Board are also proposing a resolution which
would enable the Company to buy back up to 10% of its own share capital.
To date, the Company has never bought back any of its shares, and the
Board have no current plans to use this authority in the course of the
next year. The Board is also cognisant that some shareholders do not
support this proposal. However, it is good practice for the Company to
retain the flexibility to be able to buy back shares should the
Directors think it is in shareholders' best interests.
In accordance with Schedule 7 of the Large and Medium Size Companies and
Groups (Accounts and Reports) Regulations 2008, as amended, the
Directors disclose the following information:
-- The Company's capital structure and voting rights are summarised above,
and there are no restrictions on voting rights nor any agreement between
holders of securities that result in restrictions on the transfer of
securities or on voting rights;
-- There exist no securities carrying special rights with regard to the
control of the Company;
-- The rules concerning the appointment and replacement of Directors,
amendment of the Articles of Association and powers to issue or buy back
the Company's shares are contained in the Articles of Association of the
Company and the Companies Act 2006;
-- The Company does not have any employee share scheme;
-- There exist no agreements to which the Company is party that may affect
its control following a takeover bid; and
-- There exist no agreements between the Company and its Directors providing
for compensation for loss of office that may occur following a takeover
bid or for any other reason
Substantial Shareholders
At 29 February 2020, the Company has been notified of the following
investors whose interest exceeds three percent of the Company's issued
share capital: State Street Nominees Limited, 8.87% (representing the
beneficial interest of Oxfordshire County Council Pension Fund) and
Hargreaves Lansdown Nominees Limited, 4.71%. The holding in Hargreaves
Lansdown Nominees Limited includes part of the beneficial interests of
Ms Shivani Palakpari Shree Parikh, who has a declared holding of 4.0%
Auditors
UHY Hacker Young LLP offer themselves for re-appointment as the
independent auditors in accordance with Section 489 of the Companies Act
2006.
Adoption of New Articles of Association
At the AGM, we are also seeking to adopt new articles ("New Articles")
in substitution for the current articles. The New Articles are in a form
which is appropriate for a premium listed Main Market traded VCT and in
conformity with the Companies Act 2006. The New Articles also include
the rights attaching to a second class of shares (B Shares) to
facilitate the potential to raise equity (if required) with a new
manager at some point in the future. Another change proposed which
reduces the nominal value of each share from 10p per share to 1p per
share is a pre-cursor to enable the creation of additional distributable
reserves in the future, which may allow the Company to pay out more to
shareholders in time. A more detailed summary of the key differences
between the current articles of the Company and the New Articles which,
in the opinion of the Directors, are relevant for shareholders, is set
on the Company's website (
https://www.globenewswire.com/Tracker?data=tSnQldIDxcAHawN61OkT6CxgBD1_H6EEmtecz3_oGwVIj-tg38cnevNR2xQKABwAXOi3opMirZB9P8JJOCwoAcMpK_B-LGoSuDhldbrog_JEc2dLURpEV9ouwtGqMCoyd0zXHiyPz7YpPiiDCZAzMQ==
www.oxfordtechnologyvct.com/vct4.html), as are the New Articles
themselves.
A copy of the proposed New Articles is also available for inspection
from the date of this Annual Report at the registered office of the
Company and for at least 15 minutes prior to and during the Annual
General Meeting at the place of the Annual General Meeting, Magdalen
Centre, Oxford Science Park, Oxford OX4 4GA.
On behalf of the Board
David Livesley
Chairman
19 May 2020
Directors' Remuneration Report
Introduction
This report has been prepared by the Directors in accordance with the
requirements of the Companies Act 2006. The Company's independent
auditor, UHY Hacker Young LLP, is required to give its opinion on
certain information included in this report. This report includes a
statement regarding the Directors' Remuneration Policy. This report sets
out the Company's Directors' Remuneration Policy and the Annual
Remuneration Report which describes how this policy has been applied
during the year.
The Directors' Remuneration Policy was last approved by shareholders at
the AGM on 12 July 2018. It needs to be put to a shareholder vote every
three years, and shareholders will be asked to approve it again at the
Annual General Meeting in 2021.
Shareholders also need to approve the Directors' Remuneration Report
every year. It was last approved at the AGM on 3 July 2019 on a
unanimous show of hands and 99% of proxies voted in favour. A
Resolution to approve the Directors' Remuneration Report for the year
ended 29 February 2020 will be proposed at the Annual General Meeting on
9 July 2020.
Directors' Terms of Appointment
The Board consists entirely of non-executive Directors who meet at least
four times a year and on other occasions as necessary to deal with
important aspects of the Company's affairs. Directors are appointed with
the expectation that they will serve for at least three years and are
expected to devote the time necessary to perform their duties. All
Directors retire at the first general meeting after election and
thereafter every third year, with at least one Director standing for
election or re-election each year. In line with best practice, all
Directors will offer themselves for re-election this year. David
Livesley has been in office for more than nine years and this is
highlighted in line with the 2019 AIC Code. Re-election will be
recommended by the Board, but is dependent upon shareholder vote. There
are no service contracts in place, but Directors have a letter of
appointment.
Directors' Remuneration Policy
The Board acts as the Remuneration Committee and meets annually to
review Directors' pay to ensure it remains appropriate given the need to
attract and retain candidates of sufficient calibre and ensure they are
able to devote the time necessary to lead the Company in achieving its
strategy.
The articles of association of the company state that the aggregate of
the remuneration (by way of fee) of all the Directors shall not exceed
GBP50,000 per annum unless otherwise approved by Ordinary Resolution of
the Company. At this year's AGM, shareholders are being asked to approve
the adoption of New Articles (see page 36), which include a proposal to
increase this limit to GBP75,000 per annum. This revised level would be
more suitable to remunerate Directors at an appropriate level for a
growing fund with an additional share class, should the members of the
Board not also be Directors of other funds and should the Company be
successful in significantly increasing its asset base.
The following Directors' fees are payable by the Company:
per annum
Director Base Fee GBP3,500
Chairman's Supplement GBP2,000
Audit Committee Chairman GBP3,000
Audit Committee Member GBP1,500
The OT4 Director Fees are amongst the lowest of any VCT.
David Livesley chairs the Company. Richard Roth chairs the Audit
Committee with Robin Goodfellow as the other member of the committee.
As the VCT is self-managed, the Audit Committee carries out a
particularly important role for the VCT and plays a significant part in
the sign off of quarterly management accounts, and the production of the
half year and annual statutory accounts.
Fees are currently paid annually. The fees are not specifically related
to the Directors' performance, either individually or collectively. No
expenses are paid to the Directors. There are no share option schemes
or pension schemes in place, but Directors are entitled to a share of
the carried interest as detailed below. The Directors may at their
discretion pay additional sums in respect of specific tasks carried out
by individual Directors on behalf of the Company.
David Livesley and Richard Roth receive no remuneration in respect of
their directorships of OT4 Managers Ltd, the Company's Investment
Manager.
The performance fee is detailed in note 3. Current Directors are
entitled to benefit from any payment made, subject to a formula driven
by relative lengths of service. The performance fee becomes payable if
a certain cash return threshold to shareholders is exceeded -- the
excess is then subject to a 20% carry that is distributed to Oxford
Technology Management, past Directors and current Directors; the
remaining 80% is returned to shareholders. At 29 February 2020 no
performance fee was due.
Should any performance fee be payable at the end of the year to 28
February 2021, Alex Starling, Robin Goodfellow, and Richard Roth would
each receive 0.3% of any amount over the threshold and David Livesley
1.17%. No performance fee will be payable for the year ending 28
February 2021 unless original shareholders have received back at least
126.8p in cash for each 100p (gross) invested.
Relative Spend on Directors' Fees
The Company has no employees, so no consultation with employees or
comparison measurements with employee remuneration are appropriate.
Loss of Office
In the event of anyone ceasing to be a Director, for any reason, no loss
of office payments will be made. There are no contractual arrangements
entitling any Director to any such payment.
Annual Remuneration Report
Directors' Year End 28/02/21 Year End 29/02/20 Year End 28/02/19
Fees (unaudited) (audited) (audited)
--------------- ------------------- ------------------- -------------------
David GBP5,500 GBP5,500 GBP5,500
Livesley
--------------- ------------------- ------------------- -------------------
Alex Starling GBP3,500 GBP3,500 GBP3,500
--------------- ------------------- ------------------- -------------------
Richard Roth GBP6,500 GBP6,500 GBP6,500
--------------- ------------------- ------------------- -------------------
Robin GBP5,000 GBP5,000 GBP5,000
Goodfellow
--------------- ------------------- ------------------- -------------------
Total GBP20,500 GBP20,500 GBP20,500
--------------- ------------------- ------------------- -------------------
Income Statement
Year Ended Year Ended
29 February 2020 28 February 2019
Note Revenue Capital Total Revenue Capital Total
Ref. GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------------------- ------- ---------- ----------- ----------- ---------- ---------- ----------
(Loss)/gain on disposal of fixed asset investments - (198) (198) - 185 185
Unrealised (loss)/gain on valuation of fixed asset
investments - (852) (852) - 617 617
Investment income 2 19 - 19 11 - 11
Investment management fees 3 (56) - (56) (13) (40) (53)
Other expenses 4 (54) - (54) (56) - (56)
------------------------------------------------------- ------- ---------- ----------- ----------- ---------- ---------- ----------
Return on ordinary activities before tax (91) (1,050) (1,141) (58) 762 704
Taxation on return on ordinary activities 5 - - - - - -
------------------------------------------------------- ------- ---------- ----------- ----------- ---------- ---------- ----------
Return on ordinary activities after tax (91) (1,050) (1,141) (58) 762 704
------------------------------------------------------- ------- ---------- ----------- ----------- ---------- ---------- ----------
Return on ordinary activities after tax attributable
to equity shareholders (91) (1,050) (1,141) (58) 762 704
------------------------------------------------------- ------- ---------- ----------- ----------- ---------- ---------- ----------
Earnings per share -- basic and diluted 6 (0.8)p (9.1)p (9.9)p (0.5)p 6.6p 6.1p
There was no other Comprehensive Income recognised during the year.
The 'Total' column of the Income Statement is the Profit and Loss
Account of the Company, the supplementary Revenue and Capital return
columns have been prepared under guidance published by the Association
of Investment Companies.
All Revenue and Capital items in the above statement derive from
continuing operations.
The Company has only one class of business and derives its income from
investments made in shares and securities and from bank and money market
funds.
The accompanying notes are an integral part of the Financial Statements.
Balance Sheet
Year Ended Year Ended
29 February 2020 28 February 2019
Note Ref. GBP'000 GBP'000 GBP'000 GBP'000
------------------- ----------- ---------- --------- ---------- ---------
Fixed Asset
Investments at
Fair Value 7 3,891 5,366
Debtors 8 10 2
Cash at Bank 262 284
Creditors 9 (10) (13)
------------------- ----------- ---------- --------- ---------- ---------
Net Current
Assets 262 273
------------------- ----------- ---------- --------- ---------- ---------
Net Assets 4,153 5,639
------------------- ----------- ---------- --------- ---------- ---------
Called Up Share
Capital 10 1,152 1,152
Share Premium
Reserve 813 813
Unrealised
Capital Reserve 11 (770) 7
Profit and Loss
Account 11 2,958 3,667
------------------- ----------- ---------- --------- ---------- ---------
Total Equity
Shareholders'
Funds 11 4,153 5,639
------------------- ----------- ---------- --------- ---------- ---------
Net Asset Value 36.1p 49.0p
Per Share
The accompanying notes are an integral part of the Financial Statements.
The statements were approved by the Directors and authorised for issue
on 19 May 2020 and are signed on their behalf by:
David Livesley
Chairman
Statement of Changes in Equity
Profit & Loss
Called up Share Capital Share Premium Reserve Unrealised Capital Reserve Account Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- -------------------------- ------------------------ ----------------------------- --------------- ----------
As at 1 March 2018 1,152 813 (1,457) 4,772 5,280
Revenue return on
ordinary activities
after tax - - - (58) (58)
Expenses charged to
capital - - - (40) (40)
Current period gains
on disposal - - - 185 185
Current period gains
on fair value of
investments - - 617 - 617
Prior years'
unrealised losses now
realised - - 847 (847) -
Dividends paid - - - (345) (345)
----------------------- -------------------------- ------------------------ ----------------------------- --------------- ----------
Balance as at
28 February 2019 1,152 813 7 3,667 5,639
Revenue return on
ordinary activities
after tax - - - (91) (91)
Current period losses
on disposal - - - (198) (198)
Current period losses
on fair value of - - (852) - (852)
investments
Prior years'
unrealised losses - - 75 (75) -
now realised
Dividends paid - - - (345) (345)
----------------------- -------------------------- ------------------------ ----------------------------- --------------- ----------
Balance as at
29 February 2020 1,152 813 (770) 2,958 4,153
The accompanying notes are an integral part of the Financial Statements.
Statement of Cash Flows
Year Ended Year Ended
29 February 2020 28 February 2019
GBP'000 GBP'000
------------------------------------ ------------------- -------------------
Cash flows from operating
activities
Return on ordinary activities
before tax (1,141) 704
Adjustments for:
Loss/(gain) on disposal of
investments 198 (185)
Loss/(gain) on valuation of
investments 852 (617)
(Decrease)/increase in creditors (3) 3
Increase in debtors (7) -
Cash outflow from operating
activities (101) (95)
------------------------------------ ------------------- -------------------
Cash flows from investing
activities
Purchase of investments (67) (265)
Disposal of investments 491 842
------------------------------------ ------------------- -------------------
Cash inflow from investing
activities 424 577
------------------------------------ ------------------- -------------------
Cash flow from financing
activities
Dividends paid (345) (345)
------------------------------------ ------------------- -------------------
Cash outflow from financing
activities (345) (345)
------------------------------------ ------------------- -------------------
(Decrease)/increase in cash at
bank (22) 137
------------------------------------ ------------------- -------------------
Opening cash and cash equivalents 284 147
------------------------------------ ------------------- -------------------
Cash and cash equivalents at year
end 262 284
The accompanying notes are an integral part of the Financial Statements.
Notes to the Financial Statements
Oxford Technology 4 Venture Capital Trust Plc is a public company and is
limited by shares.
1. Principal Accounting Policies
Basis of Preparation
The Financial Statements have been prepared under the historical cost
convention, except for the measurement at fair value of certain
financial instruments, and in accordance with UK Generally Accepted
Accounting Practice ("GAAP"), including Financial Reporting Standard 102
-- 'The Financial Reporting Standard applicable in the United Kingdom
and Republic of Ireland' ('FRS 102') and with the Companies Act 2006 and
the Statement of Recommended Practice (SORP) 'Financial Statements of
Investment Trust Companies and Venture Capital Trusts (revised 2018)'
issued by the AIC.
The principal accounting policies have remained materially unchanged
from those set out in the Company's 2019 Annual Report and Financial
Statements (the only change relating to investment management fees no
longer being partially allocated to capital, as explained below). A
summary of the principal accounting policies follows.
FRS 102 sections 11 and 12 have been adopted with regard to the
Company's financial instruments. The Company held all fixed asset
investments at fair value through profit or loss. Accordingly, all
interest income, fee income, expenses and gains and losses on
investments are attributable to assets held at fair value through profit
or loss.
The most important policies affecting the Company's financial position
are those related to investment valuation and require the application of
subjective and complex judgements, often as a result of the need to make
estimates about the effects of matters that are inherently uncertain and
may change in subsequent periods. These are discussed in more detail
below.
Going Concern
The assets of the Company consist mainly of securities, two of which are
AIM quoted, quite liquid and readily accessible, as well as cash. After
reviewing the Company's forecasts and expectations, the Directors have a
reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. The
Company therefore continues to adopt the going concern basis in
preparing its Financial Statements.
Key Judgements and Estimates
The preparation of the Financial Statements requires the Board to make
judgements and estimates regarding the application of policies and
affecting the reported amounts of assets, liabilities, income and
expenses. Estimates and assumptions mainly relate to the fair valuation
of the fixed asset investments particularly unquoted investments.
Estimates are based on historical experience and other assumptions that
are considered reasonable under the circumstances. The estimates and the
assumptions are under continuous review with particular attention paid
to the carrying value of the investments.
Investments are regularly reviewed to ensure that the fair values are
appropriately stated. Unquoted investments are valued in accordance with
current IPEVC Valuation Guidelines, which can be found on their website
at www.privateequityvaluation.com, although this does rely on subjective
estimates such as appropriate sector earnings or revenue multiples,
forecast results of investee companies, asset values of investee
companies and liquidity or marketability of the investments held.
Although the Directors believe that the assumptions concerning the
business environment and estimate of future cash flows are appropriate,
changes in estimates and assumptions could result in changes in the
stated values. This could lead to additional changes in fair value in
the future, and in particular this could be the case in the short term
if the Covid-19 lockdown is extended.
The material factors affecting the returns and net assets attributable
to shareholders are the valuations of the investments and ongoing
general expenses.
Functional and Presentational Currency
The Financial Statements are presented in Sterling (GBP). The functional
currency is also Sterling (GBP).
Cash and Cash Equivalents
Cash and cash equivalents includes cash in hand, deposits held at call
with banks, other short-term highly liquid investments with original
maturities of three months or less and also include bank overdrafts.
Fixed Asset Investments
The Company's principal financial assets are its investments and the
policies in relation to those assets are set out below.
Purchases and sales of investments are recognised in the Financial
Statements at the date of the transaction (trade date).
These investments will be managed and their performance evaluated on a
fair value basis and information about them is provided internally on
that basis to the Board. Accordingly, as permitted by FRS 102, the
investments are measured as being fair value through profit and loss on
the basis that they qualify as a group of assets managed, and whose
performance is evaluated, on a fair value basis in accordance with a
documented investment strategy. The Company's investments are measured
at subsequent reporting dates at fair value.
In the case of investments quoted on a recognised stock exchange, fair
value is established by reference to the closing bid price on the
relevant date or the last traded price, depending upon convention of the
exchange on which the investment is quoted. In the case of AIM quoted
investments this is the closing bid price.
In the case of unquoted investments, fair value is established by using
measures of value such as the price of recent transactions, earnings or
revenue multiples, discounted cash flows and net assets. These are
consistent with the IPEVC Valuation Guidelines.
Gains and losses arising from changes in fair value of investments are
recognised as part of the capital return within the Income Statement and
allocated to the Unrealised Capital Reserve.
In the preparation of the valuations of assets the Directors are
required to make judgements and estimates that are reasonable and
incorporate their knowledge of the performance of the investee
companies.
Fair Value Hierarchy
Paragraph 34.22 of FRS 102 regarding financial instruments that are
measured in the Balance Sheet at fair value requires disclosure of fair
value measurements dependent on whether the stock is quoted and the
level of the accuracy in the ability to determine its fair value. The
fair value measurement hierarchy is as follows:
For Quoted Investments:
Level 1: quoted prices in active markets for an identical asset. The
fair value of financial instruments traded in active markets is based on
quoted market prices at the Balance Sheet date. A market is regarded as
active if quoted prices are readily and regularly available, and those
prices represent actual and regularly occurring market transactions on
an arm's length basis. The quoted market price used for financial assets
held is the bid price at the Balance Sheet date.
Level 2: where quoted prices are not available (or where a stock is
normally quoted on a recognised stock exchange that no quoted price is
available), the price of a recent transaction for an identical asset,
providing there has been no significant change in economic circumstances
or a significant lapse in time since the transaction took place. The
Company held no such investments in the current or prior year.
For investments not quoted in an active market:
Level 3: the fair value of financial instruments that are not traded in
an active market is determined by using valuation techniques.
These valuation techniques maximise the use of observable data (e.g. the
price of recent transactions, earnings/revenue multiple, discounted cash
flows and/or net assets) where it is available and rely as little as
possible on entity specific estimates.
There have been no transfers between these classifications in the year
(2019: none). The change in fair value for the current and previous year
is recognised in the Income Statement.
Income
Investment income includes interest earned on bank balances and from
unquoted loan note securities, and dividends. Fixed returns on debt are
recognised on a time apportionment basis so as to reflect the effective
yield, provided it is probable that payment will be received in due
course. Dividend income from investments is recognised when the
shareholders' rights to receive payment have been established, normally
the ex dividend date.
Expenses
All expenses are accounted for on an accruals basis and are charged
wholly to revenue. Historically investment management fees were charged
75% to capital and 25% to revenue. However, the Directors have
determined that a more appropriate current split is to charge these fees
100% to revenue since the company is a small late life VCT no longer
raising new capital. This modification to the policy has been applied
this year. There is no change to the total return, nor to distributable
reserves. Any applicable performance fee will continue to be charged
100% to capital. Due to the small amounts involved we have not restated
the previous year.
Revenue and Capital
The revenue column of the Income Statement includes all income and
revenue expenses of the Company. The capital column includes gains and
losses on disposal and holding gains and losses on investments. Gains
and losses arising from changes in fair value of investments are
recognised as part of the capital return within the Income Statement and
allocated to the appropriate capital reserve on the basis of whether
they are realised or unrealised at the Balance Sheet date.
Taxation
Current tax is recognised for the amount of income tax payable in
respect of the taxable profit for the current or past reporting periods
using the applicable tax rate. The tax effect of different items of
income/gain and expenditure/loss is allocated between capital and
revenue return on the "marginal" basis as recommended in the SORP.
Deferred tax is recognised on an undiscounted basis in respect of all
timing differences that have originated, but not reversed, at the
balance sheet date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is
probable that they will be recovered against the reversal of deferred
tax liabilities or other future taxable profits.
Financial Instruments
The Company's principal financial assets are its investments and the
policies in relation to those assets are set out above. Financial
liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest
in the assets of the entity after deducting all of its financial
liabilities. Where the contractual terms of share capital do not have
any terms meeting the definition of a financial liability then this is
classed as an equity instrument.
The Company does not have any externally imposed capital requirements.
Reserves
Called up Share Capital -- represents the nominal value of shares that
have been issued.
Share Premium Reserve -- includes any premiums received on issue of
share capital. Any transaction costs associated with the issuing of
shares are deducted from the Share Premium Reserve.
Unrealised Capital Reserve arises when the Company revalues the
investments still held during the period and any gains or losses arising
are credited/charged to the Unrealised Capital Reserve.
When an investment is sold, any balance held on the Unrealised Capital
Reserve is transferred to the Profit and Loss Account as a movement in
reserves.
The Profit and Loss Account represents the aggregate of accumulated
realised profits, less losses and dividends.
Dividends Payable
Dividends payable are recognised as distributions in the Financial
Statements when the Company's liability to make payment has been
established. This liability is established for interim dividends when
they are declared by the Board, and for final dividends when they are
approved by shareholders.
2. Investment Income
Year Ended Year Ended
29 February 2020 28 February 2019
GBP'000 GBP'000
--------------------- ------------------- -------------------
Dividends received 19 11
--------------------- ------------------- -------------------
Total 19 11
All of the Company's income has been generated in the United Kingdom
from its investment portfolio.
3. Investment Management Fees
Investment Management Fees are accounted for on an accruals basis and
are charged wholly to revenue. In the previous year, the investment
management fee was charged 75% to capital.
Year Ended Year Ended
29 February 2020 28 February 2019
GBP'000 GBP'000
---------------------------- ------------------- -------------------
Investment management fee 56 53
---------------------------- ------------------- -------------------
Total 56 53
In the year to 29 February 2020 the manager received a fee of 1% of the
net asset value as at the previous year end (2019: 1%). Oxford
Technology Management is also entitled to certain monitoring fees from
investee companies and the Board reviews the amounts.
A performance fee is payable to the Investment Manager once original
shareholders have received a specified threshold in cash for each 100p
(gross) invested. The original threshold of 100p has been increased by
compounding that portion that remains to be paid to shareholders by 6%
per annum with effect from 1 March 2015, resulting in the remaining
required threshold rising to 79.0p at 29 February 2020, corresponding to
a total shareholder return of 122.0p after taking into account the 43.0p
already paid out (43.0p + 79.0p = 122.0p).
After this amount has been distributed to shareholders, each extra 100p
distributed goes 80p to the shareholders and 20p to the beneficiaries of
the performance incentive fee, of which Oxford Technology Management
receives 15p.
No performance fee has become due or been paid to date. Any applicable
performance fee will be charged 100% to capital.
Expenses are capped at 3%, including the management fee, but excluding
Directors' fees and any performance fee.
4. Other Expenses
All expenses are accounted for on an accruals basis. All expenses are
charged through the income statement except as follows:
-- those expenses which are incidental to the acquisition of an investment
are included within the cost of the investment;
-- expenses which are incidental to the disposal of an investment are
deducted from the disposal proceeds of the investment.
Year Ended Year Ended
29 February 2020 28 February 2019
GBP'000 GBP'000
----------------------------- ------------------- -------------------
Directors' remuneration 21 21
Auditors' remuneration 9 8
London Stock Exchange Fees 10 9
FCA Fees 6 6
Other expenses 8 12
----------------------------- ------------------- -------------------
Total 54 56
5. Tax on Ordinary Activities
Corporation tax payable at 19.0% (2019: 19.0%) is applied to profits
chargeable to corporation tax, if any. The corporation tax charge for
the period was GBP nil (2019: GBP nil).
Year Ended Year Ended
29 February 2020 28 February 2019
GBP'000 GBP'000
------------------------------------ ------------------- -------------------
Return on ordinary activities
before tax (1,141) 704
------------------------------------ ------------------- -------------------
Current tax at standard rate of
taxation (217) 134
UK dividends not taxable (4) (2)
Unrealised losses/(gains) not
taxable 162 (117)
Realised losses/(gains) not
taxable 38 (35)
Excess management expenses carried
forward 21 20
------------------------------------ ------------------- -------------------
Total current tax charge - -
Unrelieved management expenses of GBP2,352,365 (2019: GBP2,242,461)
remain available for offset against future taxable profits.
6. Earnings per Share
The calculation of earnings per share (basic and diluted) for the period
is based on the net loss of GBP1,141,000 (2019: profit of GBP704,000)
attributable to shareholders divided by the daily weighted average
number of shares 11,516,946 (2019: 11,516,946) in issue during the
period.
There are no potentially dilutive capital instruments in issue and,
therefore, no diluted returns per share figures are relevant. The basic
and diluted earnings per share are therefore identical.
7. Investments
AIM quoted investments Unquoted investments Total
Level 1 Level 3 investments
GBP'000 GBP'000 GBP'000
------------------------------------ ------------------------ ---------------------- -------------
Valuation and net book amount:
Book cost as at 28 February 2019 115 5,244 5,359
Cumulative revaluation to 28
February 2019 1,135 (1,128) 7
------------------------------------ ------------------------ ---------------------- -------------
Valuation at 28 February 2019 1,250 4,116 5,366
------------------------------------ ------------------------ ---------------------- -------------
Movement in the year:
Purchases at cost - 67 67
Disposals - cost (43) (722) (765)
Disposals -- revaluation (420) 495 75
Revaluation in year (160) (692) (852)
------------------------------------ ------------------------ ---------------------- -------------
Valuation at 29 February 2020 627 3,264 3,891
------------------------------------ ------------------------ ---------------------- -------------
Book cost at 29 February 2020 72 4,589 4,661
Cumulative revaluation to 29
February 2020 555 (1,325) (770)
------------------------------------ ------------------------ ---------------------- -------------
Valuation at 29 February 2020 627 3,264 3,891
------------------------------------ ------------------------ ---------------------- -------------
All investments are initially measured at their transaction price.
Subsequently, at each reporting date, the investments are valued at fair
value through profit and loss, and all capital gains or losses on
investments are so measured.
The changes in fair value of such investments recognised in these
Financial Statements are treated as unrealised holding gains or losses.
Subsidiary Company
The Company also holds 100% of the issued share capital of OT4 Managers
Ltd at a cost of GBP1.
Results of the subsidiary undertaking for the year ended 29 February
2020 are as follows:
Country of Nature of Turnover Retained Net Assets
Registration Business profit/loss
OT4 Managers England and Investment
Ltd Wales Manager GBP56,393 GBP0 GBP1
Consolidated group Financial Statements have not been prepared as the
subsidiary undertaking is not considered to be material for the purpose
of giving a true and fair view. The Financial Statements therefore
present only the results of Oxford Technology 4 Venture Capital Trust
plc, which the Directors also consider is the most useful presentation
for shareholders.
8. Debtors
29 February 2020 28 February 2019
GBP'000 GBP'000
-------------------------------------- ------------------ ------------------
Prepayments, accrued income & other
debtors 10 2
-------------------------------------- ------------------ ------------------
Total 10 2
9. Creditors
29 February 2020 28 February 2019
GBP'000 GBP'000
------------------------- ------------------ ------------------
Creditors and accruals 10 13
------------------------- ------------------ ------------------
Total 10 13
10. Share Capital
29 February 2020 28 February 2019
GBP'000 GBP'000
------------------------------------------------- ------------------ ------------------
Allotted, called up and fully paid: 11,516,946
(2019: 11,516,946) ordinary shares of 10p each 1,152 1,152
11. Reserves
When the Company revalues its investments during the period, any gains
or losses arising are credited/charged to the Income Statement. Changes
in fair value of investments are then transferred to the Unrealised
Capital Reserve. When an investment is sold any balance held on the
Unrealised Capital Reserve is transferred to the Profit and Loss Account
as a movement in reserves.
Distributable reserves are GBP2,188,000 as at 29 February 2020 (2019:
GBP3,667,000).
Reconciliation of Movement in Shareholders' Funds
29 February 2020 28 February 2019
GBP'000 GBP'000
-------------------------------------- ------------------ ------------------
Shareholders' funds at start of year 5,639 5,280
Return on ordinary activities after
tax (1,141) 704
Dividends paid (345) (345)
-------------------------------------- ------------------ ------------------
Shareholders' funds at end of year 4,153 5,639
12. Capital Commitments
The Company had no commitments at 29 February 2020 or 28 February 2019.
13. Related Party Transactions
OT4 Managers Ltd, a wholly owned subsidiary, provides investment
management services to the Company with effect from 1 July 2015 for a
fee of 1% of net assets per annum. During the year, GBP56,393 was paid
in respect of these fees (2019: GBP52,809). No amounts were outstanding
at the year end.
14. Financial Instruments
The Company's financial instruments comprise equity and loan note
investments, cash balances and debtors and creditors. The Company holds
financial assets in accordance with its investment policy of investing
mainly in a portfolio of VCT -- qualifying unquoted securities whilst
holding a proportion of its assets in cash or near cash investments in
order to provide a reserve of liquidity. The risk faced by these
instruments, such as interest rate risk or liquidity risk is considered
to be minimal due to their nature. All of these are carried in the
accounts at fair value.
The Company's strategy for managing investment risk is determined with
regard to the Company's investment objective. The management of market
risk is part of the investment management process and is a central
feature of venture capital investment. The Company's portfolio is
managed with regard to the possible effects of adverse price movements
and with the objective of maximising overall returns to shareholders.
Investments in unquoted companies, by their nature, usually involve a
higher degree of risk than investments in companies quoted on a
recognised stock exchange, though the risk can be mitigated to a certain
extent by diversifying the portfolio across business sectors and asset
classes, though VCT rules limit the extent to which suitable Qualifying
investments can be bought or sold.
The Company's portfolio is concentrated for various reasons, including
the age of the VCT, exits within the portfolio and the Company's policy
of seeking to return excess capital to shareholders. No new funds have
been raised since 2010. No investments in new portfolio companies have
been made since 2015. The overall disposition of the Company's assets is
regularly monitored by the Board.
Classification of financial instruments
The Company held the following categories of financial instruments, all
of which are included in the balance sheet at fair value, at 29 February
2020 and 28 February 2019:
29 February 2020 28 February 2019
GBP'000 GBP'000
-------------------------------------- ------------------ ------------------
Financial assets at fair value
through profit or loss
Fixed asset investments 3,891 5,366
-------------------------------------- ------------------ ------------------
Total 3,891 5,366
-------------------------------------- ------------------ ------------------
Financial assets
measured at amortised cost
Cash at bank and in hand 262 284
Debtors 10 2
-------------------------------------- ------------------ ------------------
Total 272 286
-------------------------------------- ------------------ ------------------
Financial liabilities measured at
amortised cost
Creditors - -
Accruals 10 13
-------------------------------------- ------------------ ------------------
Total 10 13
Fixed asset investments (see note 7) are valued at fair value. Unquoted
investments are carried at fair value as determined by the Directors in
accordance with current venture capital industry guidelines. The fair
value of all other financial assets and liabilities is represented by
their carrying value in the balance sheet. The Directors believe that
the fair value of the assets held at the year-end is equal to their book
value.
The Company's creditors and debtors are initially recognised at fair
value, which is usually the transaction price, and then thereafter at
amortised cost.
15. Financial Risk Management
In carrying on its investment activities, the Company is exposed to
various types of risk associated with the financial instruments and
markets in which it invests. The most significant types of financial
risk facing the Company are market risk, credit risk and liquidity risk.
The Company's approach to managing these risks is set out below together
with a description of the nature and amount of the financial instruments
held at the Balance Sheet date. In addition, the Board considers that
the impact of Covid-19 presents an additional risk that is worth
flagging separately.
Market risk
The Company's strategy for managing investment risk is determined with
regard to the Company's investment objective, as outlined on page 5. The
management of market risk is part of the investment management process.
The Company's portfolio is managed with regard to the possible effects
of adverse price movements and with the objective of maximising overall
returns to shareholders in the medium term. Investments in unquoted
companies, by their nature, usually involve a higher degree of risk than
investments in companies quoted on a recognised stock exchange, though
the risk can be mitigated to a certain extent by diversifying the
portfolio across business sectors and asset classes. The overall
disposition of the Company's assets is regularly monitored by the Board.
Details of the Company's investment portfolio at the Balance Sheet date
are set out on pages 20 to 28.
78.6% (2019: 72.9%) by value of the Company's net assets comprise
investments in unquoted companies held at fair value. The valuation
methods used by the Company include the price of recent transactions,
earnings or revenue multiples, discounted cashflows and net assets. A
10% overall increase in the valuation of the unquoted investments at 29
February 2020 (28 February 2019) would have increased net assets and the
total return for the year by GBP326,000 (2019: GBP411,000) disregarding
the impact of the performance fee; an equivalent change in the opposite
direction would have reduced net assets and the total return for the
year by the same amount.
15.1% (2019: 22.2%) by value of the Company's net assets comprises
equity securities quoted on AIM. A 10% increase in the bid price of
these securities as at 29 February 2020 (28 February 2019) would have
increased net assets and the total return for the year by GBP62,000
(2019: GBP125,000) disregarding the impact of the performance fee; a
corresponding fall would have reduced net assets and the total return
for the year by the same amount.
Credit risk
There were no significant concentrations of credit risk to
counterparties at 29 February 2020 or 28 February 2019.
Credit risk is the risk that a counterparty to a financial instrument
will fail to discharge an obligation or commitment that it has entered
into with the Company. The Board carries out a regular review of
counterparty risk. The carrying values of financial assets represent the
maximum credit risk exposure at the Balance Sheet date.
Liquidity risk
The Company's financial assets include investments in unquoted equity
securities which are not traded on a recognised stock exchange and which
generally are illiquid.
They also include investments in AIM-quoted companies, which, by their
nature, involve a higher degree of risk than investments on the main
market. As a result, the Company may not be able to realise some of its
investments in these instruments quickly at an amount close to their
fair value in order to meet its liquidity requirements.
The Company's liquidity risk is managed and monitored on a continuing
basis by the Board in accordance with policies and procedures laid down
by the Board.
Covid-19 risk
At the time of writing there remains significant uncertainty with regard
to the lasting effects on the world economy of Covid-19 although it is
clear that UK economic growth will fall this year. The worst hit
sectors have been airlines, travel, hospitality, oil and non-essential
retail, while on the upside some biotech companies have found new
opportunities. Investee companies have been creative in finding short
term solutions but delays in restarting the economy will be very hard to
accommodate without major pain.
16. Control
Oxford Technology 4 Venture Capital Trust Plc is not under the control
of any one party or individual.
17. Events after the Balance Sheet Date
As referred to in the Chairman's Statement, the financial implications
of the Covid 19 pandemic only really started to become apparent post the
Balance Sheet date. Under the valuation rules we are required to produce
valuations based on all the information that was known or should have
been known to the Directors at 29 February 2020. Hence the valuations
used to assess the Company's NAV at 29 February 2020 did not take into
account the implications of any possible lock down, nor the global oil
market collapse that again only manifested itself in March 2020.
The Board and Investment Adviser have sought to assess the impact on
valuations at mid-May. Using latest bid prices, and the Directors'
normal determinants of fair value, we estimate that the NAV per share
has reduced to an unaudited 34.3p (a drop of 5%) as at mid-May, mainly
due to falls in the valuation of Select Technology and ImmBio offset by
an increase in Castleton as explained below. This change has been
treated as an unadjusting Event after the Balance Sheet Date, since the
major impacts of Covid-19 on UK lockdown and worldwide airline transport
disruption happened after period end.
On the 15 April 2020, following the year end Castleton, received a
recommended cash offer to acquire its shares at 95p per Castleton share
from MRI Sofware LLC. This is a 33% increase on the bid price used for
valuation at the year end which was at 71p per Castleton share.
As highlighted on page 27, ImmBio had made 3 vaccine grant applications
at the end of 2019: in two of them, active discussions with the grant
award bodies have continued post year end. Unfortunately, in May 2020,
ImmBio were advised that they had been unsuccessful in accessing one of
the remaining two grants. Dialogue continues regarding the third
application. Separately, they have also decided to launch the
development of a vaccine against Covid-19. Both of these have been
treated as a non-adjusting post Balance Sheet events.
This announcement contains inside information for the purposes of
Article 7 of Regulation (EU) 596/2014
Company Number: 5038854
Note to the announcement:
The financial information set out in this announcement does not
constitute statutory accounts as defined in the Companies Act 2006 ("the
Act"). The Balance Sheet as at 29 February 2020, Income Statement and
Statement of Cash Flows for the period then ended have been extracted
from the Company's 2020 statutory financial statements upon which the
auditor's opinion is unqualified and does not include any statement
under the section 495 of the Act.
The Annual Report and Accounts for the year ended 29 February 2020 will
be filed with the Registrar of Companies.
Copies of the documents will be submitted to the National Storage
Mechanism and are available for inspection at:
https://www.globenewswire.com/Tracker?data=BqZUEJJgsJV6haYJi94QljYiAq-K67mJRVym3E9MZ6HvDzyvCk2Cl60EvUzj76njBncYkg14dDcxyEeQAiui4V-l5FeM4W4C4ADatupTFHkilkUnOFqT6_F9Isqg7rEjkOleTJ_RkaNhljQ83cqvOrOblFE8L5f3W8RwjmaodNZoMiplfGWZf6fG8ZTQdI_KG5rKRwsuJ5Rm-iYhBuKy2r5jfGBooAhFbcw9nwBzzjENZNi1oy2WiJIVQQobW6WUeDgOWLjzusDimwS8-I2LO5CgaRGfCCjjFuLRMQLEiiSJZRBjjaXtYaO3gVfsNuqcXJyAQ-Y5KsU8AKgAYHK04boZPPm8DaHFS_8sjF8-_B4=
http://www.mornningstar.co.uk/uk/NSM
(END) Dow Jones Newswires
May 20, 2020 02:00 ET (06:00 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
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