TIDMCRWN
Crown Place VCT PLC
LEI number: 213800SYIQPA3L3T1Q68
As required by the UK Listing Authority's Disclosure Guidance
and Transparency Rule 4.2, Crown Place VCT PLC (the "Company")
today makes public its information relating to the Half-yearly
Financial Report (which is unaudited) for the six months to 31
December 2022. This announcement was approved by the Board of
Directors on 29 March 2023.
The full Half-yearly Financial Report for the period to 31
December 2022 will shortly be sent to shareholders and will be
available on the Albion Capital Group LLP website by clicking
www.albion.capital/funds/CRWN/31Dec22.pdf.
Investment policy
The Company invests in a broad portfolio of smaller, unquoted
growth businesses across a variety of sectors including higher risk
technology companies. Investments take the form of equity or a
mixture of equity and loans.
Whilst allocation of funds is determined by the investment
opportunities which are available, efforts are made to ensure that
the portfolio is diversified both in terms of sector and stage of
maturity of investee businesses. Funds held pending investment or
for liquidity purposes will be held principally as cash on
deposit.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses
within enture capital trust qualifying industry sectors using a
mixture of securities, as permitted. The maximum amount which the
Company will invest in a single portfolio company is 15 per cent.
of the Company's assets at cost thus ensuring a spread of
investment risk. The value of an individual investment may increase
over time as a result of trading progress and it is possible that
it may grow in value to a point where it represents a significantly
higher proportion of total assets prior to a realisation
opportunity being available.
The Company's maximum exposure in relation to gearing is
restricted to the amount of its adjusted share capital and
reserves. The Directors do not have any intention of utilising
long-term gearing.
Financial calendar
Record date for second interim dividend 10 March 2023
Payment date of second interim dividend 31 March 2023
Financial year end 30 June 2023
Financial summary
Six months ended Six months ended Year ended
31 December 2022 31 December 2021 30 June 2022
(pence per share) (pence per share) (pence per share)
Opening net asset
value 33.70 34.79 34.79
Capital (loss)/return (1.20) 1.25 1.95
Revenue return 0.06 0.09 0.14
----------------- ----------------- -----------------
Total (loss)/return (1.14) 1.34 2.09
Dividends paid (0.84) (2.37) (3.21)
Impact from share
capital movements 0.07 - 0.03
----------------- ----------------- -----------------
Closing net asset
value 31.79 33.76 33.70
Shareholder return and shareholder value (pence per share)
Shareholder return from launch to April 2005:
Total dividends paid to 6 April 2005(i) 24.93
Decrease in net asset value (56.60)
----------------------------------------------------------- -----------------
Total shareholder return to 6 April 2005 (31.67)
----------------------------------------------------------- -----------------
Shareholder return from April 2005 to 31 December
2022
(period that Albion Capital has been investment manager):
Total dividends paid 42.46
Decrease in net asset value (11.61)
----------------------------------------------------------- -----------------
Total shareholder return from April 2005 to 31 December
2022 30.85
----------------------------------------------------------- -----------------
Shareholder value since launch:
Total dividends paid to 31 December 2022(i) 67.39
Net asset value as at 31 December 2022 31.79
----------------------------------------------------------- -----------------
Total shareholder value as at 31 December 2022 99.18
----------------------------------------------------------- -----------------
Notes
(i) Prior to 6 April 1999, Venture Capital Trusts were able to add 20 per cent. to dividends and figures for the period up until 6 April 1999 are included at the gross equivalent rate actually paid to shareholders.
In addition to the dividends above, the Board has declared a
second interim dividend for the year ending 30 June 2023 of 0.79
pence per share to be paid on 31 March 2023 to shareholders on the
register on 10 March 2023. Further details on the dividends paid by
the Company can be found at www.albion.capital/funds/CRWN under
'Dividend History'.
Interim management report
Results
In the six-month period to 31 December 2022, your Company
delivered a total loss of 1.14 pence per share, representing a 3.2%
fall on the opening net asset value. This relatively small decrease
reflects the multiple headwinds which all businesses currently
face. Despite the ongoing uncertainty resulting from rising
interest rates, high levels of inflation and the war in Ukraine,
many of our portfolio companies continue to show resilience through
the underlying quality of their business offering.
Following the payment of the 0.84 pence per share dividend
during the period, the net asset value as at 31 December 2022 was
31.79 pence per share (30 June 2022: 33.70 pence per share).
Portfolio review
The total loss on investments for the six months to 31 December
2022 was GBP2.4 million (31 December 2021: gain of GBP3.7 million).
The challenging economic environment has resulted in falling
valuations in some technology and healthcare companies, which has
consequently led to some write-downs in our portfolio. The largest
valuation movements in the period were: a GBP0.8 million decrease
in uMotif; a GBP0.7 million decrease in Black Swan Data; and a
GBP0.5 million decrease in Oviva. These were partially offset by
uplifts of GBP0.8 million in Threadneedle Software Holdings
(trading as Solidatus) and GBP0.6 million in Convertr Media.
During the six month period, the Company deployed a total of
GBP7.5 million into new and existing investments (31 December 2021:
GBP1.8 million). Of this amount, the Company made investments into
11 new portfolio companies during the period, totaling GBP5.3
million. The largest of these were:
-- GBP1.2 million into Peppy Health, an employee digital healthcare platform;
-- GBP1.0 million into Toqio FinTech Holdings, a provider of embedded FinTech solutions;
-- GBP0.6 million into GX Molecular (trading as CS Genetics), a developer of single-cell sequencing solutions; and
-- GBP0.5 million into OutThink, a SaaS platform to measure and manage human risk for enterprises.
Further investments were made into a number of existing
portfolio companies to support their continuing growth, most
notably: GBP0.9 million into Healios, an online platform delivering
family centric psychological care; and GBP0.8 million into WeGift,
a cloud platform that enables corporates to purchase digital gift
cards.
Further details of the portfolio of investments can be found
below.
Updated NAV Announcement post period end
On 2 March 2023, a NAV update was announced with a pleasing 1.72
pence per share uplift, representing a 5.41% increase on the 31
December 2022 unaudited NAV announced on 23 February 2023. This
update resulted from a company within the portfolio undergoing an
external fundraising process after the period end which required us
to revalue the holding.
Investment portfolio by sector
The chart at the end of this announcement illustrates the
composition of the portfolio by industry sector as at 31 December
2022.
Dividends
In line with the variable dividend policy targeting an annual
dividend yield of 5% on the prevailing net asset value, the first
interim dividend for the current financial year of 0.84 pence per
share, was paid on 30 November 2022. A second interim dividend of
0.79 pence per share will be paid on 31 March 2023 to shareholders
on the register on 10 March 2023, being 2.5% of the 31 December
2022 net asset value.
Dividends are paid free of tax to shareholders. Qualifying
shareholders who elect to participate in the Dividend Reinvestment
Scheme will be able, in respect of further dividends, to receive
their dividends in the form of new shares rather than cash, which
will entitle them to income tax relief at the current rate of 30%
(new shares have to be held for at least five years to retain the
tax relief). Further details of the Dividend Reinvestment Scheme
can be found on the Company's webpage on the Manager's website at
www.albion.capital/funds/CRWN.
Risks and uncertainties
The UK is experiencing its highest level of inflation in
decades, increased interest rates, and uncertainty over the future
course, and global impact, of Russia's invasion of Ukraine. Our
investment portfolio, while concentrated principally in the
technology and healthcare sectors, remains diversified in terms of
both sub-sector and stage of maturity.
In accordance with DTR 4.2.7, the Board confirms that the
principal risks and uncertainties facing the Company have not
materially changed from those identified in the Annual Report and
Financial Statements for the year ended 30 June 2022. The Board
considers that the present processes for mitigating those risks
remain appropriate.
The principal risks faced by the Company are:
-- Investment, performance and valuation risk;
-- VCT approval risk;
-- Regulatory and compliance risk;
-- Operational and internal control risk (including cyber and data security);
-- Economic, political and social risk;
-- Liquidity risk; and
-- Environmental, social and governance ("ESG") risk.
A detailed explanation of the principal risks facing the Company
can be found in the Annual Report and Financial Statements for the
year ended 30 June 2022 on pages 17 to 20, copies of which are
available on the Company's webpage on the Manager's website at
www.albion.capital/funds/CRWN under the 'Financial Reports and
Circulars' section.
Share buy-backs
It remains the Board's primary objective to maintain sufficient
resources for investment in existing and new portfolio companies
and for the continued payment of dividends to shareholders. The
Board's policy is to buy back shares in the market, subject to the
overall constraint that such purchases are in the Company's
interest, and it is the Board's intention for such share buy-backs
to be in the region of a 5% discount to net asset value, so far as
market conditions and liquidity permit.
During the period, the Company bought back and held in treasury
2,794,142 shares at a total cost of GBP887,000, in line with the
share buy-back policy.
Transactions with the Manager
Details of the transactions that took place with the Manager in
the period can be found in note 5.
Albion VCTs Prospectus Top Up Offers
Your Board, in conjunction with the boards of other VCTs managed
by Albion Capital Group LLP, launched a prospectus top up offer of
new Ordinary shares on 10 October 2022. The Board announced on 11
January 2023 that, following strong demand for the Company's
shares, it had elected to exercise its GBP3.5 million
over-allotment facility, taking the total offer to GBP11.5
million.
The first allotment of the shares under the Offer was on 2
December 2022 where 15,392,377 shares were allotted. After the
period end, the Company announced the closure of the Offer on 10
March 2023. Details of the allotment on 2 December 2022 can be
found in note 8. The proceeds of the Offer will be used to provide
further resources at a time when a number of attractive investment
opportunities are being seen.
Outlook and prospects
Whilst noting the small loss for the period, the Board remains
encouraged by the longer-term prospects for our portfolio companies
against a backdrop of multiple macroeconomic and geopolitical
uncertainties. These uncertainties may continue to impact the
portfolio in the short-term, however we also expect them to create
attractive long-term investment opportunities. Our focus on
technology and healthcare, thus minimising exposure to
discretionary consumer expenditure, is designed to help the Company
weather uncertain times. Importantly the Company has the cash
resources to support the existing portfolio and capitalise on
exciting new investment opportunities being seen by the
Manager.
Penny Freer
Chairman
29 March 2023
Responsibility statement
The Directors, Penny Freer, James Agnew, Pam Garside and Ian
Spence, are responsible for preparing the Half-yearly Financial
Report. In preparing these condensed Financial Statements for the
period to 31 December 2022 we, the Directors of the Company,
confirm that to the best of our knowledge:
(a) the condensed set of Financial Statements, which has been
prepared in accordance with Financial Reporting Standard 104
"Interim Financial Reporting", gives a true and fair view of the
assets, liabilities, financial position and profit and loss of the
Company as required by DTR 4.2.4R;
(b) the Interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year); and
(c) the Interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
This Half-yearly Financial Report has not been audited or
reviewed by the Auditor.
For and on behalf of the Board
Penny Freer
Chairman
29 March 2023
Portfolio of investments
As at 31 December 2022 As at 30 June 2022
(unaudited) (audited)
-------------------------------
%
voting Cost Value Cost Value Change in value for the period*
Portfolio company Nature of business rights GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ------------------------------------------------------------- ------- --------- ------------- --------- --------- -------------------------------
Quantexa Network analytics platform to detect financial crime 1.7 1,797 10,119 1,797 10,119 -
Proveca Reformulation of medicines for children 6.1 974 3,993 974 3,908 85
Owner and operator of a 2 MW hydro-power scheme in
Chonais River Hydro the Scottish Highlands 14.0 1,549 3,175 1,549 3,297 (122)
Radnor House School
(TopCo) Independent school for children aged 2-18 years 8.7 1,592 3,081 1,592 3,130 (49)
A technology enabled service business in Medical Nutritional
Oviva AG Therapy (MNT) 1.9 1,766 2,818 1,766 3,332 (514)
Operator and developer of women's health centres focusing
The Evewell Group on fertility 5.1 1,240 2,451 1,240 2,415 36
The Voucher Market A cloud platform that enables corporates to purchase
(T/A WeGift) digital gift cards 2.6 1,652 2,131 828 1,308 -
Cantab Research
(T/A Provider of low footprint automated speech recognition
Speechmatics) software 1.8 1,521 2,001 1,521 2,423 (422)
Threadneedle
Software Holdings
(T/A Solidatus) Provider of data lineage software 2.0 1,239 1,993 1,239 1,239 754
Provider of an online platform delivering family centric
Healios psychological care 2.6 1,580 1,972 688 1,081 -
Gharagain River Owner and operator of a 1 MW hydro-power scheme in
Hydro the Scottish Highlands 15.0 1,116 1,754 1,116 1,807 (53)
Gravitee TopCo (T/A
Gravitee.io) API management platform 2.7 1,140 1,432 1,140 1,432 -
Convertr Media Digital lead generation software 4.3 680 1,330 680 711 619
A provider of a connectivity solution, connecting
financial institutions with trading venues via a single
TransFICC API 2.1 1,066 1,275 1,066 1,275 -
Egress Software
Technologies Encrypted email and file transfer service provider 0.9 306 1,183 306 1,102 81
Provider of support for underserved areas of health
Peppy Health and wellness 1.3 1,157 1,157 - - -
Elliptic Provider of anti-money laundering services to digital
Enterprises asset institutions 0.8 1,114 1,114 1,114 1,529 (415)
Digital therapeutics and decentralised clinical trials
NuvoAir Holdings for respiratory conditions 1.7 707 1,048 707 1,040 8
Software that enables enterprises to deploy Machine
Seldon Technologies Learning models in production 2.2 1,039 1,039 1,039 1,039 -
Provider of an orchestration platform to any business
Toqio FinTech large or small which wishes to launch a financial
Holdings product 1.4 1,017 1,017 - - -
Beddlestead Developer and operator of a dedicated wedding venue 8.2 1,060 1,006 1,060 1,203 (197)
Panaseer Provider of cyber security services 1.4 510 880 510 753 127
The Street by
Street Solar Owner and operator of photovoltaic systems on domestic
Programme properties 4.4 461 848 461 829 19
Black Swan Data Data analysis that supports corporate decision making 2.9 1,471 796 1,298 1,355 (733)
PerchPeek App which coordinates every aspect of relocations 2.4 755 755 672 672 -
Platform that provides insights and analytics for
PeakData the world's top pharmaceutical companies 1.5 685 736 685 709 27
Provider of a technology solution for the management
Locum's Nest of locum doctors for the NHS 4.1 482 701 482 817 (116)
GX Molecular (T/A Developer of a wet-phase approach to single cell indexing
CS Genetics) in a single tube 2.1 615 615 - - -
Regenerco Renewable Generator of renewable energy from roof top solar
Energy installations 3.4 344 568 344 562 6
Aridhia Informatics Healthcare informatics and analysis provider 2.3 442 548 442 539 9
InCrowd Sports Developer of mobile apps for professional sports clubs 2.4 374 531 318 451 23
Provider of a new standard for organisations customer
Ophelos debt management 2.0 521 521 521 521 -
MHS 1 Education 6.9 481 511 481 402 109
SaaS platform to measure and manage human risk for
OutThink enterprises 2.0 505 505 - - -
Brytlyt GPU database 2.3 475 475 396 396 -
Owner and operator of community scale wind energy
Alto Prodotto Wind projects 4.1 273 443 284 479 (18)
Data extraction and analytics technology for private
Accelex Technology capital markets 2.4 433 433 433 433 -
Provider of neurorehabilitation for patients recovering
Neurofenix from stroke, TBI and spinal cord injury 2.1 432 432 - - -
Diffblue Developer of software using AI 1.8 425 425 - - -
Arecor Therapeutics Development of biopharmaceuticals through the application
PLC of a formulation technology platform 0.6 221 417 290 760 (160)
Koru Kids Online marketplace connecting parents and nannies 1.3 421 354 421 610 (256)
PetsApp Vertical software for the vet industry 1.9 354 354 - - -
Provider of a platform which provides personalised,
5Mins Al video based, bite-sized workplace learning 1.6 284 284 - - -
Provider of automated software testing and an enhanced
Imandra learning experience for artificial neural networks 1.1 155 236 155 234 2
Middleware technology platform that enables life science
uMedeor (T/A uMed) organisations to conduct medical research programmes 1.4 228 230 152 152 2
Platform for forecasting and analytics for consumer
Ramp Software companies 1.4 217 217 - - -
Limitless Provider of a customer service platform powered by
Technology the crowd and machine learning technology 1.5 412 208 412 237 (29)
Provides the ability for SMEs to purchase renewable
energy by connecting them directly from renewable
Tem-Energy energy generators 1.5 193 193 - - -
Software and services for non-interventional clinical
Cisiv trials 3.0 278 166 278 402 (236)
Owner and operator of photovoltaic systems on domestic
AVESI properties 3.8 123 164 123 162 2
DySIS Medical Medical devices for the detection of cervical cancer 1.4 1,038 157 1,038 224 (67)
Zift Channel
Solutions Business collaboration and communication solutions 1.6 321 118 321 108 10
Regulatory Genome SaaS provider of 'structured regulatory content' using
Development deep tech 0.8 116 116 116 116 -
A patient engagement and data capture platform for
uMotif use in research 3.3 1,022 111 1,022 912 (801)
Mirada Medical Developer of medical imaging software 2.0 511 87 511 87 -
Greenenerco Owner and operator of a 500kW wind project 1.9 47 79 48 84 (3)
Infact Systems Provider of technology for credit assessment 1.4 75 75 - - -
A designer and manufacturer of radiation detection
Symetrica equipment 0.2 50 40 50 40 -
Kew Green VCT Operator of a Holiday Inn Express hotel at Stansted
(Stansted) Airport 2.0 22 38 22 29 9
Oxsensis Developer and producer of high temperature sensors 2.0 439 10 439 240 (230)
Forward Clinical A secure mobile communication and collaboration platform
(T/A Pando) in healthcare 1.5 184 - 184 3 (3)
Other holdings 422 460 422 380 80
---------------------------------------------------------------------------------- ------- --------- ------------- --------- --------- -------------------------------
Total fixed asset investments 42,129 61,926 34,753 57,088 (2,416)
------------------------------------------------------------------------------------------- --------- ------------- --------- --------- -------------------------------
* As adjusted for additions and disposals between the two
accounting periods.
The total comparative cost and valuations for 30 June 2022 do
not agree to the Annual Report and Financial Statements for the
year ended 30 June 2022 as the above list does not include brought
forward investments that were fully disposed of in the period.
Opening Total (Loss)/gain on
Realisations in carrying Disposal realised opening
the period to 31 Cost value proceeds (loss)/gain value
December 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- -------- --------- --------- ------------ --------------
Disposals:
----------------
Arecor
Therapeutics
PLC 69 182 156 87 (26)
memsstar 65 45 65 - 19
Palm Tree 102 6 - (102) (6)
Avanti
Communications
PLC 136 1 - (136) (1)
Abcodia 315 1 - (315) (1)
Avora 510 - - (510) -
Concirrus 831 29 - (831) (29)
Loan stock
repayments and
other:
----------------
Alto Prodotto
Wind 12 17 17 5 -
Greenenerco 2 3 3 1 -
Escrow
adjustments and
other* - - (7) (7) (7)
Total fixed
asset
investment
realisations 2,042 284 234 (1,808) (51)
---------------- -------- --------- --------- ------------ --------------
* These comprise fair value movements on deferred consideration
on previously disposed investments and expenses which are
incidental to the purchase or disposal of an investment.
Total change in value of investments (2,416)
Movement in loan stock accrued interest (44)
-------
Unrealised losses sub-total (2,460)
Realised losses in current period (51)
Finance income from the unwinding of discount on deferred
consideration 106
Total losses on investments as per condensed income
statement (2,405)
-------------------------------------------------------------- -------
Condensed income statement
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2022 31 December 2021 30 June 2022
Revenue Capital Total Revenue Capital Total Revenue Capital Total
Note GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------------------------------------- ---- ------- ------- ------- ------- ------- ------- ------- ------- -------
(Losses)/gains on investments 3 - (2,405) (2,405) - 3,736 3,736 - 6,386 6,386
Investment income 4 448 - 448 453 - 453 853 - 853
Investment Manager's fees 5 (76) (679) (755) (67) (947) (1,014) (137) (1,822) (1,959)
Other expenses (213) - (213) (196) - (196) (391) - (391)
------- ------- ------- ------- ------- ------- ------- ------- -------
(Loss)/profit on ordinary activities before tax 159 (3,084) (2,925) 190 2,789 2,979 325 4,564 4,889
Tax on ordinary activities - - - - - - - - -
------- ------- ------- ------- ------- ------- ------- ------- -------
(Loss)/Profit and total comprehensive income attributable
to shareholders 159 (3,084) (2,925) 190 2,789 2,979 325 4,564 4,889
------- ------- ------- ------- ------- ------- ------- ------- -------
Basic and diluted (loss)/earnings per Ordinary share
(pence)* 7 0.06 (1.20) (1.14) 0.09 1.25 1.34 0.14 1.95 2.09
------- ------- ------- ------- ------- ------- ------- ------- -------
* Adjusting for treasury shares.
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 31 December
2021 and the audited statutory accounts for the year ended 30 June
2022.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
The total column of this condensed income statement represents
the profit and loss account of the Company. The supplementary
revenue and capital columns are prepared under guidance published
by The Association of Investment Companies.
Condensed balance sheet
Unaudited Unaudited Audited
31 December 2022 31 December 2021 30 June 2022
Note GBP'000 GBP'000 GBP'000
---------------------- ---- ---------------- ---------------- ------------
Fixed asset
investments 61,926 55,124 57,170
Current assets
Trade and other
receivables 1,667 1,938 1,869
Cash and cash
equivalents 22,228 19,147 28,024
---------------- ---------------- ------------
23,895 21,085 29,893
Total assets 85,821 76,209 87,063
Payables: amounts
falling due within one
year
Trade and other
payables (499) (771) (1,224)
Total assets less
current liabilities 85,322 75,438 85,839
---------------- ---------------- ------------
Equity attributable to
equity holders
Called up share
capital 8 3,070 2,547 2,905
Share premium 40,782 23,814 35,522
Unrealised capital
reserve 19,680 22,192 20,384
Realised capital
reserve 10,349 9,145 12,729
Other distributable
reserve 11,441 17,740 14,299
---------------- ---------------- ------------
Total equity
shareholders' funds 85,322 75,438 85,839
---------------- ---------------- ------------
Basic and diluted net
asset value per share
(pence)* 31.79 33.76 33.70
---------------- ---------------- ------------
* Excluding treasury shares.
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the six months ended 31 December
2021 and the audited statutory accounts for the year ended 30 June
2022.
The accompanying notes form an integral part of this Half-yearly
Financial Report.
These Financial Statements were approved by the Board of
Directors, and authorised for issue on 29 March 2023 and were
signed on its behalf by:
Penny Freer
Chairman
Company number: 03495287
Condensed statement of changes in equity
Unrealised Realised
Called up capital capital
share capital Share reserve reserve* Other distributable reserve* Total
GBP'000 premium GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-----------------------------------------------------
As at 1 July 2022 2,905 35,522 20,384 12,729 14,299 85,839
(Loss)/Profit and total comprehensive income - - (2,460) (624) 159 (2,925)
Transfer of previously unrealised losses on disposal
of investments - - 1,756 (1,756) - -
Dividends paid - - - - (2,130) (2,130)
Purchase of shares for treasury (including costs) - - - - (887) (887)
Issue of equity 165 5,394 - - - 5,559
Cost of issue of equity - (134) - - - (134)
-------------- ---------------- ---------- --------- ---------------------------- --------
As at 31 December 2022 3,070 40,782 19,680 10,349 11,441 85,322
----------------------------------------------------- -------------- ---------------- ---------- --------- ---------------------------- --------
As at 1 July 2021 2,521 23,011 18,643 9,905 23,570 77,650
Profit/(loss) and total comprehensive income - - 3,600 (811) 190 2,979
Transfer of previously unrealised gains on disposal
of investments - - (51) 51 - -
Dividends paid - - - - (5,263) (5,263)
Purchase of shares for treasury (including costs) - - - - (757) (757)
Issue of equity 25 821 - - - 846
Cost of issue of equity - (17) - - - (17)
-------------- ---------------- ---------- --------- ---------------------------- --------
As at 31 December 2021 2,547 23,814 22,192 9,145 17,740 75,438
-------------- ---------------- ---------- --------- ---------------------------- --------
As at 1 July 2021 2,521 23,011 18,643 9,905 23,570 77,650
Profit/(loss) and total comprehensive income - - 2,756 1,808 325 4,889
Transfer of previously unrealised gains on disposal
of investments - - (1,015) 1,015 - -
Dividends paid - - - - (7,384) (7,384)
Purchase of shares for treasury (including costs) - - - - (2,212) (2,212)
Issue of equity 384 12,834 - - - 13,218
Cost of issue of equity - (323) - - - (323)
As at 30 June 2022 2,905 35,522 20,384 12,729 14,299 85,839
----------------------------------------------------- -------------- ---------------- ---------- --------- ---------------------------- --------
* Included within these reserves is an amount of GBP21,176,000
(31 December 2021: GBP26,885,000; 30 June 2022: GBP24,165,000)
which is considered distributable.
Condensed statement of cash flows
Unaudited Audited
six months ended Unaudited year ended
31 December six months ended 30 June
2022 31 December 2021 2022
GBP'000 GBP'000 GBP'000
------------------------
Cash flow from operating
activities
Loan stock income
received 255 223 671
Deposit interest received 79 1 17
Dividend income received 10 - 64
Investment Manager's fees
paid (1,337) (1,504) (2,162)
Other cash payments (217) (217) (390)
Corporation tax paid - - -
----------------- ----------------- -----------
Net cash flow from
operating activities (1,210) (1,497) (1,800)
----------------- ----------------- -----------
Cash flow from investing
activities
Purchase of fixed asset
investments (7,456) (2,514) (7,510)
Proceeds from disposals
of fixed asset
investments 547 1,072 6,643
Net cash flow from
investing activities (6,909) (1,442) (867)
----------------- ----------------- -----------
Cash flow from financing
activities
Issue of share capital 5,075 - 11,710
Cost of issue of equity - (2) (36)
Equity dividends paid* (1,722) (4,417) (6,176)
Purchase of own shares
for treasury (including
costs) (1,030) (921) (2,233)
Net cash flow from
financing activities 2,323 (5,340) 3,265
(Decrease)/increase in
cash and cash
equivalents (5,796) (8,279) 598
Cash and cash equivalents
at the start of the
period 28,024 27,426 27,426
----------------- ----------------- -----------
Cash and cash equivalents
at the end of the
period 22,228 19,147 28,024
----------------- ----------------- -----------
* The equity dividend paid in the cash flow is different to the
dividends disclosed in note 6 due to the non-cash effect of the
Dividend Reinvestment Scheme.
Notes to the unaudited condensed Financial Statements
1. Basis of preparation
The condensed Financial Statements have been prepared in
accordance with applicable United Kingdom law and accounting
standards, including Financial Reporting Standard 102 ("FRS 102"),
Financial Reporting Standard 104 -- Interim Financial Reporting
("FRS 104"), and with the Statement of Recommended Practice
"Financial Statements of Investment Trust Companies and Venture
Capital Trusts" ("SORP") issued by The Association of Investment
Companies ("AIC"). The Financial Statements have been prepared on a
going concern basis.
The preparation of the Financial Statements requires management
to make judgements and estimates that affect the application of
policies and reported amounts of assets, liabilities, income and
expenses. The most critical estimates and judgements relate to the
determination of carrying value of investments at Fair Value
Through Profit and Loss ("FVTPL") in accordance with FRS 102
sections 11 and 12. The Company values investments by following the
International Private Equity and Venture Capital Valuation ("IPEV")
Guidelines as updated in 2022 and further detail on the valuation
techniques used are outlined in note 2 below.
The Half-yearly Financial Report has not been audited, nor has
it been reviewed by the auditor pursuant to the FRC's guidance on
Review of interim financial information.
Company information is shown on page 2 of the full Half-yearly
Financial Report.
2. Accounting policies
Fixed asset investments
The Company's business is investing in financial assets with a
view to profiting from their total return in the form of income and
capital growth. This portfolio of financial assets is managed and
its performance evaluated on a fair value basis, in accordance with
a documented investment policy, and information about the portfolio
is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those
undertakings in which the Company holds more than 20 per cent. of
the equity as part of an investment portfolio are not accounted for
using the equity method. In these circumstances the investment is
measured at FVTPL.
Upon initial recognition (using trade date accounting)
investments, including loan stock, are classified by the Company as
FVTPL and are included at their initial fair value, which is cost
(excluding expenses incidental to the acquisition which are written
off to the Income statement).
Subsequently, the investments are valued at 'fair value', which
is measured as follows:
-- Investments listed on recognised exchanges are valued at their bid prices
at the end of the accounting period or otherwise at fair value based on
published price quotations;
-- Unquoted investments, where there is not an active market, are valued
using an appropriate valuation technique in accordance with the IPEV
Guidelines. Indicators of fair value are derived using established
methodologies including earnings multiples, revenue multiples, the level
of third party offers received, cost or price of recent investment rounds,
net assets and industry valuation benchmarks. Where price of recent
investment is used as a starting point for estimating fair value at
subsequent measurement dates, this has been benchmarked using an
appropriate valuation technique permitted by the IPEV guidelines;
-- In situations where cost or price of recent investment is used,
consideration is given to the circumstances of the portfolio company
since that date in determining fair value. This includes consideration of
whether there is any evidence of deterioration or strong definable
evidence of an increase in value. In the absence of these indicators,
other valuation techniques are employed to conclude on the fair value as
of the measurement date. Examples of events or changes that could
indicate a diminution include:
-- the performance and/or prospects of the underlying business are
significantly below the expectations on which the investment was
based;
-- a significant adverse change either in the portfolio company's
business or in the technological, market, economic, legal or
regulatory environment in which the business operates; or
-- market conditions have deteriorated, which may be indicated by a
fall in the share prices of quoted businesses operating in the
same or related sectors.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value
movement of an investment, but is recognised separately as
investment income through the other distributable reserve when a
share becomes ex-dividend.
Current assets and payables
Receivables (including debtors due after more than one year),
payables and cash are carried at amortised cost, in accordance with
FRS 102. Debtors due after more than one year meet the definition
of a financing transaction held at amortised cost, and interest
will be recognised through capital over the credit period using the
effective interest method. There are no financial liabilities other
than payables.
Investment income
Equity income
Dividend income is included in revenue when the investment is
quoted ex-dividend.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are
recognised when the Company's right to receive payment and expect
settlement is established. Where interest is rolled up and/or
payable at redemption then it is recognised as income unless there
is reasonable doubt as to its receipt.
Bank interest income
Interest income is recognised on an accruals basis using the
rate of interest agreed with the bank.
Investment management fee, performance incentive fee and other
expenses
All expenses have been accounted for on an accruals basis.
Expenses are charged through the other distributable reserve except
the following which are charged through the realised capital
reserve:
-- 90% of management fees and 100% of performance incentive fees, if any,
are allocated to the realised capital reserve.
-- expenses which are incidental to the purchase or disposal of an
investment are charged through the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS
102. Current tax is tax payable (refundable) in respect of the
taxable profit (tax loss) for the current period or past reporting
periods using the tax rates and laws that have been enacted or
substantively enacted at the financial reporting date. Taxation
associated with capital expenses is applied in accordance with the
SORP.
Deferred tax is provided in full on all timing differences at
the reporting date. Timing differences are differences between
taxable profits and total comprehensive income as stated in the
Financial Statements that arise from the inclusion of income and
expenses in tax assessments in periods different from those in
which they are recognised in the Financial Statements. As a VCT the
Company has an exemption from tax on capital gains. The Company
intends to continue meeting the conditions required to obtain
approval as a VCT in the foreseeable future. The Company therefore,
should have no material deferred tax timing differences arising in
respect of the revaluation or disposal of investments and the
Company has not provided for any deferred tax.
Share capital and reserves
Called up share capital
This reserve accounts for the nominal value of the shares.
Share premium
This reserve accounts for the difference between the price paid
for shares and the nominal value of the shares, less issue costs
and transfers to the other distributable reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued share
capital is diminished through the repurchase and cancellation of
the Company's own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at
the period end against cost, are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
-- gains and losses compared to cost on the realisation of investments, or
permanent diminution in value (including gains recognised on the
realisation of investment where consolidation is deferred that are not
distributable as a matter of law);
-- finance income in respect of the unwinding of the discount on deferred
consideration that is not distributable as a matter of law;
-- expenses, together with the related taxation effect, charged in
accordance with the above policies; and
-- dividends paid to equity holders where paid out by capital.
Other distributable reserve
The special reserve, treasury share reserve and the revenue
reserve were combined in 2012 to form a single reserve named other
distributable reserve.
This reserve accounts for movements from the revenue column of
the Income statement, the payment of dividends, the buy-back of
shares and other non-capital realised movements.
Dividends
Dividends by the Company are accounted for in the period in
which the liability to make the payment has been established or
approved at the Annual General Meeting.
Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single operating segment of business, being investment in smaller
companies principally based in the UK.
3. (Losses)/gains on investments
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2022 31 December 2021 30 June 2022
GBP'000 GBP'000 GBP'000
-------------------------
Unrealised (losses)/gains
on fixed asset
investments (2,460) 3,600 2,756
Realised gains on fixed
asset investments (51) 45 3,440
Unwinding of discount on
deferred consideration 106 91 190
----------------- ----------------- -------------
(2,405) 3,736 6,386
----------------- ----------------- -------------
4. Investment income
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2022 31 December 2021 30 June 2022
GBP'000 GBP'000 GBP'000
----------------------
Loan stock interest 299 452 763
UK dividend income 70 - 74
Bank deposit interest 79 1 16
----------------- ----------------- -------------
448 453 853
----------------- ----------------- -------------
5. Investment management fees
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2022 31 December 2021 30 June 2022
Revenue Capital Total Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ -------- -------- -------- -------- -------- -------- -------- -------- --------
Investment
management
fee 76 679 755 67 608 675 137 1,238 1,375
Performance
incentive
fee - - - - 339 339 - 584 584
-------- -------- -------- -------- -------- -------- -------- -------- --------
76 679 755 67 947 1,014 137 1,822 1,959
Further details of the management agreement under which the
investment management fee is paid are given on pages 13 and 14 of
the Strategic report in the Annual Report and Financial Statements
for the year ended 30 June 2022.
During the period, services of a total value of GBP780,000 (31
December 2021: GBP700,000; 30 June 2022: GBP1,425,000) were
purchased by the Company from Albion Capital Group LLP; comprising
GBP755,000 management fee and GBP25,000 administration fee. For the
period to 31 December 2022, no performance incentive fee has been
accrued, however any performance incentive fee is calculated on
year end results and payable in line with the Management agreement
(31 December 2021: GBP339,000; 30 June 2022: GBP584,000). At the
financial period end, the amount due to Albion Capital Group LLP
disclosed as payable or accrued was GBP388,500 (administration fee:
GBP12,500, management fee: GBP376,000) (31 December 2021:
GBP684,500; 30 June 2022: GBP971,500).
Albion Capital Group LLP is, from time to time, eligible to
receive arrangement fees and monitoring fees from portfolio
companies. During the period to 31 December 2022, fees of
GBP137,000 attributable to the investments of the Company were
received pursuant to these arrangements (31 December 2021:
GBP47,000; 30 June 2022: GBP121,000).
Albion Capital Group LLP, its partners and staff hold 2,333,932
Ordinary shares in the Company as at 31 December 2022.
6. Dividends
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2022 31 December 2021 30 June 2022
GBP'000 GBP'000 GBP'000
------------------------------------------------------
First interim dividend of 0.84 pence per share paid
on 30 November 2022 (30 November 2021: First interim
and special dividend of 2.37 pence per share) 2,130 5,263 5,263
Second interim dividend of 0.84 pence per share paid
on 31 March 2022 - - 2,134
Unclaimed dividends - - (13)
----------------- ----------------- -------------
2,130 5,263 7,384
----------------- ----------------- -------------
In addition, the Board has declared a second interim dividend of
0.79 pence per share for the year ending 30 June 2023. This will be
paid on
31 March 2023 to shareholders on the register on 10 March 2023. This is expected to amount to approximately GBP2,120,000.
7. Basic and diluted (loss)/return per share
Unaudited Unaudited Audited
six months ended six months ended year ended
31 December 2022 31 December 2021 30 June 2022
Revenue Capital Total Revenue Capital Total Revenue Capital Total
------------------------------------------------------ ------- ------- ------- ------- ------- ----- ------- ------- -----
(Loss)/return attributable to equity shares (GBP'000) 159 (3,084) (2,925) 190 2,789 2,979 325 4,564 4,889
------- ------- ------- ------- ------- ----- ------- ------- -----
Weighted average
shares in issue
(adjusting for treasury
shares) 256,695,682 223,013,411 234,049,617
------------------------- ----------------------- -----------------------
(Loss)/return attributable per Ordinary share (pence)
(basic and diluted) 0.06 (1.20) (1.14) 0.09 1.25 1.34 0.14 1.95 2.09
------- ------- ------- ------- ------- ----- ------- ------- -----
The (loss)/return per share has been calculated after adjusting
for treasury shares of 38,617,058 (31 December 2021: 31,228,496; 30
June 2022: 35,822,916).
There are no convertible instruments, derivatives or contingent
share agreements in issue, and therefore no dilution affecting the
(loss)/return per share. The basic (loss)/return per share is
therefore the same as the diluted (loss)/return per share.
8. Called up share capital
Allotted, called up and fully paid Ordinary shares Unaudited Unaudited Audited
of 1 penny each 31 December 2022 31 December 2021 30 June 2022
---------------------------------------------------
Number of shares 307,032,867 254,666,956 290,523,837
Nominal value of allotted shares (GBP'000) 3,070 2,547 2,905
Voting rights (number of shares net of treasury
shares) 268,415,809 223,438,460 254,700,921
During the period to 31 December 2022 the Company purchased
2,794,142 Ordinary shares (nominal value GBP28,000) for treasury at
a cost of GBP887,000. The total number of Ordinary shares held in
treasury as at 31 December 2022 was 38,617,058 (31 December 2021:
31,228,496; 30 June 2022: 35,822,916) representing 12.6 per cent.
of the Ordinary shares in issue as at 31 December 2022.
Under the terms of the Dividend Reinvestment Scheme Circular
dated 26 February 2009, the following new Ordinary shares of
nominal value 1 penny per share were allotted during the
period:
Aggregate nominal value of shares Issue price Net invested Opening market price on allotment date
Allotment date Number of shares allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
----------------
30 November 2022 1,116,653 11 32.93 350 31.30
---------------- -------------------------- --------------------------------- ------------------ ------------ --------------------------------------
The following new Ordinary shares of nominal value 1 penny per
share were allotted under the Albion VCTs Prospectus Top Up Offers
2022/23 during the period:
Aggregate nominal value of shares Issue price Net consideration received Opening market price on allotment date
Allotment date Number of shares allotted (GBP'000) (pence per share) (GBP'000) (pence per share)
----------------
2 December 2022 3,844,616 38 33.50 1,269 31.30
2 December 2022 616,505 6 33.70 204 31.30
2 December 2022 10,931,256 109 33.80 3,602 31.30
---------------- -------------------------- --------------------------------- ------------------ -------------------------- --------------------------------------
15,392,377 5,075
-------------------------- --------------------------
9. Contingencies and guarantees
As at 31 December 2022 the Company had no financial commitments
in respect of investments (31 December 2021: GBPnil; 30 June 2022:
GBPnil).
There are no external contingencies or guarantees of the Company
as at 31 December 2022 (31 December 2021: GBPnil; 30 June 2022:
GBPnil).
10. Post balance sheet events
Since 31 December 2022 the Company has not made any material
investment transactions.
On 2 March 2023, a NAV update was announced with a 1.72 pence
per share uplift, representing a 5.41% increase on the 31 December
2022 unaudited NAV (which was announced on 23 February 2023). The
uplift is a result of a portfolio company undergoing an external
fundraising process, after the period end. There is no certainty
that this transaction will complete, or complete on the basis of
the proposed terms.
11. Related party transactions
Other than transactions with the Manager as disclosed in note 5,
there are no other related party transactions requiring
disclosure.
12. Going concern
The Board has conducted a detailed assessment of the Company's
ability to meet its liabilities as they fall due. Cash flow
forecasts are updated and discussed quarterly at Board level and
have been stress tested to allow for the forecasted impact of the
current economic climate, high inflation, rising interest rates and
a volatile geopolitical backdrop. The Board has revisited and
updated their assessment of liquidity risk and concluded that it
remains unchanged since the last Annual Report and Financial
Statements. Further details can be found on page 75 of those
accounts.
The portfolio of investments is diversified in terms of sector,
and the major cash outflows of the Company (namely investments,
dividends and share buy-backs) are within the Company's control.
Accordingly, after making diligent enquiries, the Directors have a
reasonable expectation that the Company has adequate cash and
liquid resources to continue in operational existence for the
foreseeable future. For this reason, the Directors have adopted the
going concern basis in preparing this Half-yearly Financial Report
and this is in accordance with the Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting
issued by the Financial Reporting Council in September 2014, and
the subsequent updated Going concern, risk and viability guidance
issued by the FRC due to Covid-19 in 2020.
13. Other information
The information set out in the Half-yearly Financial Report does
not constitute the Company's statutory accounts within the terms of
section 434 of the Companies Act 2006 for the periods ended 31
December 2022 and 31 December 2021 and is unaudited. The financial
information for the year ended 30 June 2022 does not constitute
statutory accounts within the terms of section 434 of the Companies
Act 2006 and is derived from the statutory accounts for the
financial year, which have been delivered to the Registrar of
Companies. The Auditor's report on those accounts was unqualified
and did not contain statements under s498 (2) or (3) of the
Companies Act 2006.
14. Publication
This Half-yearly Financial Report is being sent to shareholders
and copies will be made available to the public at the registered
office of the Company, Companies House, the National Storage
Mechanism and also electronically at
www.albion.capital/funds/CRWN.
Attachment
-- Investment portfolio by sector as at 31 December 2022
https://ml-eu.globenewswire.com/Resource/Download/1be8b1db-af1c-4c17-9705-2425e3af7809
(END) Dow Jones Newswires
March 29, 2023 11:31 ET (15:31 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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