Registration Form • Oct 12, 2022
Registration Form
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Albion VCTs Prospectus Top Up Offers
2022/23
2022/2023
Albion Development VCT PLC Albion Enterprise VCT PLC Albion Technology & General VCT PLC Albion Venture Capital Trust PLC Crown Place VCT PLC Kings Arms Yard VCT PLC
10 October 2022
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA").
THIS DOCUMENT CONSTITUTES A REGISTRATION DOCUMENT (THE "REGISTRATION DOCUMENT") ISSUED BY ALBION DEVELOPMENT VCT PLC, ALBION ENTERPRISE VCT PLC, ALBION TECHNOLOGY & GENERAL VCT PLC, ALBION VENTURE CAPITAL TRUST PLC, CROWN PLACE VCT PLC AND KINGS ARMS YARD VCT PLC (THE "COMPANIES"). ADDITIONAL INFORMATION RELATING TO THE COMPANIES IS CONTAINED IN A SECURITIES NOTE ISSUED BY THE COMPANIES (THE "SECURITIES NOTE"). THIS REGISTRATION DOCUMENT, THE SECURITIES NOTE AND A SUMMARY (THE "SUMMARY") HAVE BEEN PREPARED IN ACCORDANCE WITH THE PROSPECTUS REGULATIONS MADE UNDER FSMA AND HAVE BEEN APPROVED BY THE FINANCIAL CONDUCT AUTHORITY (THE "FCA") AS COMPETENT AUTHORITY UNDER THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE UK PROSPECTUS REGULATION) AND CONSTITUTE A PROSPECTUS ISSUED BY THE COMPANIES DATED 10 OCTOBER 2022. THE FCA ONLY APPROVES THIS REGISTRATION DOCUMENT AS MEETING THE STANDARDS OF COMPLETENESS, COMPREHENSIBILITY AND CONSISTENCY IMPOSED BY THE UK PROSPECTUS REGULATION, AND SUCH APPROVAL SHOULD NOT BE CONSIDERED AS AN ENDORSEMENT OF THE ISSUERS THAT ARE THE SUBJECT OF THIS REGISTRATION DOCUMENT. THIS REGISTRATION DOCUMENT HAS BEEN DRAWN UP AS PART OF A SIMPLIFIED PROSPECTUS IN ACCORDANCE WITH ARTICLE 14 OF THE UK PROSPECTUS REGULATION. YOU ARE ADVISED TO READ THE PROSPECTUS IN FULL.
THIS DOCUMENT HAS BEEN PREPARED FOR THE PURPOSES OF COMPLYING WITH THE PROSPECTUS REGULATIONS, ENGLISH LAW AND THE RULES OF THE FCA AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD BE DISCLOSED IF THIS DOCUMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF A JURISDICTION OUTSIDE ENGLAND.
Each Company and the Directors of each of the Companies (whose names are set out on page 106) accept responsibility for the information contained in the Registration Document. To the best of the knowledge of each Company and its Directors the information contained in the Registration Document is in accordance with the facts and the Registration Document makes no omission likely to affect its import.
(Incorporated in England and Wales with Registered number 03654040)
(Incorporated in England and Wales with Registered number 05990732)
(Incorporated in England and Wales with Registered number 04114310)
(Incorporated in England and Wales with Registered number 03142609)
(Incorporated in England and Wales with Registered number 03495287)
(Incorporated in England and Wales with Registered number 03139019)
Copies of this Registration Document, the Securities Note and the Summary (and any supplementary prospectus published by the relevant Company or Companies) are available free of charge from the offices of the Companies' investment manager, Albion Capital Group LLP, 1 Benjamin Street, London EC1M 5QL and on the "VCT HUB" page of Albion Capital's website: www.albion.capital.
The Companies' Shares have not been, nor will they be, registered in the United States under the United States Securities Act of 1933, as amended, (Securities Act) or under the securities laws of Canada, Australia, Japan or South Africa (each a Restricted Territory) and they may not be offered or sold directly or indirectly within the United States or any of the Restricted Territories or to, or for the account or benefit of, US Persons (as defined in Regulation S made under the Securities Act) or any national, citizen or resident of the United States or any of the Restricted Territories. No offer of the Companies' Shares has been, nor will be, made, directly or indirectly, in or into the United States or any of the Restricted Territories or in any other jurisdiction where to do so would be unlawful. The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this document should read the paragraph entitled "Overseas Investors" on page 102 of this Registration Document before taking any action.
YOUR ATTENTION IS DRAWN TO THE RISK FACTORS ON PAGES 4 AND 5. AN INVESTMENT IN THE COMPANIES IS ONLY SUITABLE FOR INVESTORS WHO ARE CAPABLE OF EVALUATING THE RISKS AND MERITS OF SUCH AN INVESTMENT AND HAVE SUFFICIENT RESOURCES TO BEAR ANY LOSS THAT MAY ARISE.
| Risk Factors | 4 |
|---|---|
| Part I: The Directors and the Manager | 6 |
| Part II: Investment Policies of the Companies | 27 |
| Part III: Financial Information on the Companies | 30 |
| Part IV: Portfolio Information | 43 |
| Part V: General Information | 56 |
| Section A: Albion Development VCT - General Information | 56 |
| Section B: Albion Enterprise VCT - General Information | 63 |
| Section C: Albion Technology & General VCT - General Information | 69 |
| Section D: Albion Venture Capital Trust - General Information | 75 |
| Section E: Crown Place VCT - General Information | 81 |
| Section F: Kings Arms Yard VCT - General Information | 87 |
| Section G: General Information on the Companies | 93 |
| Part VI: Definitions | 103 |
| Directors, Manager and Advisers | 106 |
The following are those risk factors which are material to each Company and of which each Company's respective Directors are aware. Material risk factors relating to the Shares are contained in the Securities Note. Additional factors which are not presently known to the Directors, or that the Directors currently deem immaterial, may also have an effect on their respective Company's business, financial condition or results of operations.
• Inflationary pressures may lead, inter alia, to wage inflation, particularly for highly skilled staff such as software developers, and this could lead to difficulties in portfolio companies attracting and retaining staff, which in turn might affect their and the Companies' performance.
The Directors of each Company are responsible for the determination of the Company's investment objective and policy and have overall responsibility for the Company's activities including the review of investment activity and performance.
The Directors, in conjunction with the Manager, are determined to maintain the VCT status of their respective Company and in this regard recognise its critical importance to existing and potential Shareholders. Each Board has put in place procedures designed to ensure that VCT status is maintained and monitor this closely through the provision of regular reports from the Manager and the VCT tax status adviser on the status of the relevant Company against the various tests that it must meet to maintain its VCT status.
Each Board is also responsible for monitoring and managing the controllable risks to profits and assets in its respective Company. They have each established an ongoing formal process to ensure that risk exposure is reviewed regularly. As part of this regular review, each Board assesses its service providers with the Manager in order to discuss their performances against expectations as well as to improve both service standards and value for money.
The Directors, all of whom are non-executive and independent of the Manager with the exception of Patrick Reeve, the Chairman of Albion Capital, who sits on the boards of Albion Development VCT, Albion Technology & General VCT and Albion Enterprise VCT, together have relevant experience of similar investment funds, regulatory organisations, corporate governance of listed companies, the private equity industry and investee companies. There is no conflict of interest between the duties carried out by a Director on behalf of their Company and their private interests, save in respect of Patrick Reeve, who is a director of Albion Development VCT, Albion Technology & General VCT and Albion Enterprise VCT and a member and Chairman of the Manager and is, therefore, interested in those contracts with the Companies referred to in paragraphs 4 in each of Sections A, B and C in Part V below.
The Listing Rules require premium-listed companies, such as each Company, to include in their annual report and accounts a statement of how they apply the principles of good corporate governance set out in the UK Corporate Governance Code and whether or not they have complied with the best practice provisions set out in the UK Corporate Governance Code throughout their accounting period. Where any of the provisions have not been complied with, the relevant company must state the provisions in question, the period within which noncompliance occurred and the reasons for non-compliance.
Each Company is a member of the Association of Investment Companies and as such the AIC Code, which complements the UK Corporate Governance Code and provides a framework of best practice for investment companies, including VCTs, applies to it. The Financial Reporting Council has confirmed that, by following the AIC Corporate Governance Guide for Investment Companies (which was produced in conjunction with the AIC Code in February 2019) (the "AIC Guide"), VCT boards should fully meet their obligations in relation to the UK Corporate Governance Code and paragraph 9.8.6 of the Listing Rules.
The AIC Code provides that, to give greater transparency to investors, it should be best practice for members to state in their annual report whether they are adhering to the principles and following the recommendations contained in the AIC Code and if not, to explain why and, where appropriate, to detail the steps they intend to take to bring themselves into compliance in the future. AIC member companies may also make a statement that, by reporting against the AIC Code and by following the AIC Guide, they are meeting their obligations under the UK Corporate Governance Code (and associated disclosure requirements under paragraph 9.8.6 of the Listing Rules) and as such do not need to report further on issues contained in the UK Corporate Governance Code which are irrelevant to them (as explained in the AIC Guide).
Ben Larkin is a partner at an international law firm, Jones Day. He heads up the business reorganisation practice across Europe. He has spent the majority of his career advising public and private boards on aspects of corporate governance and has particular expertise in the infrastructure and real estate sectors. Recent mandates include Airwave (the mobile communication network for the UK's emergency services) and National Car Parks. Prior to joining Jones Day, he led the business recovery and reconstruction division of Berwin Leighton Paisner LLP for 14 years.
Lyn Goleby qualified as a solicitor at Denton Hall and Burgin (now Dentons) and went on to business affairs roles in the film industry before starting an independent career as a film producer. She produced 3 films before the start up of City Screen (which became Picturehouse Cinemas) in 1989. She was on the board of the UK Cinemas Association until Picturehouse was bought by Cineworld in 2012. She has served on various boards including the Film Committee of Arts Council England, Dance East and the Advisory Council of Tate Modern.
Lord O'Shaughnessy has operated at the highest levels across UK Government, including as a Parliamentary Under Secretary in the Department for Health & Social Care with key policy responsibilities including life sciences; medicines pricing and regulation; preparing the health and social care sectors for Brexit; and, data, digital and technology, including cyber security. He was created a life peer in 2015 taking the title Baron O'Shaughnessy, of Maidenhead in the Royal County of Berkshire, and previously served as Director of Policy in No.10 Downing Street. He is a cofounder and senior partner at Newmarket Strategy, a healthcare and life sciences consultancy.
Patrick Reeve was formerly the managing partner of Albion Capital and became chairman on 1 April 2019. He is a director of Albion Development VCT, Albion Technology & General VCT and Albion Enterprise VCT. He is also a director of the Association of Investment Companies. He joined Close Brothers Group plc in 1989 before establishing Albion Capital (formerly Albion Ventures LLP) in 1996. Prior to Close he qualified as a chartered accountant before joining Cazenove & Co. He has an MA in Modern Languages from Oxford University.
The Directors of Albion Development VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
Current directorships/partnerships Past directorships/partnerships (five years)
Albion Development VCT Jones Day
Abbeygate Cinema Limited Albion Development VCT Bingo Forever Ltd Bingo Forever (H) Limited Circular BFH Limited Moonlight Acquisitions Limited Moonlight Acquisitions (L) Limited More2Screen Limited SCTY Cinemas Limited The Magic Flower Company Ltd Trafalgar Releasing Limited
Moonlight Acquisitions Limited (dissolved)* Trafalgar Cinemas Limited Trafalgar Entertainment Group Limited
* Voluntarily struck off the Register of Companies at Companies House
| Lord O'Shaughnessy | |||
|---|---|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) | ||
| Albion Development VCT | Floreat Education Academies Trust (dissolved)* | ||
| Floreat Education | Human.ai Limited (dissolved)* | ||
| Health Data Research UK | |||
| Mayforth Consulting Limited | |||
| Newmarket Strategy Limited |
* Voluntarily struck off the Register of Companies at Companies House
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| ACC Management Services Limited ACC West Management Services Limited Albion Capital Group LLP Albion Development VCT Albion Enterprise VCT Albion GP 2 Limited Albion Technology & General VCT Albion Ventures Limited AVL Group Limited Healthcare & Leisure Property Limited Joseph Rufino Cordeiro Foundation Ltd OLIM Limited |
ACP I Shareco Limited ACP Ordinary Shareco Limited Albion Community Power Limited Ferard-Reeve Publishing Limited (dissolved) The British Private Equity and Venture Capital Association UTF Albion Member Limited UTF Albion Member 2 Limited Ywastefood Limited (dissolved) |
| The Association of Investment Companies |
* Voluntarily struck off the Register of Companies at Companies House
The Board of Albion Development VCT consists solely of non-executive directors of whom Ben Larkin is Chairman and Lyn Goleby is the Senior Independent Director. All of the Albion Development VCT Directors, other than Patrick Reeve who is Chairman of the Manager, are considered by the Board of Albion Development VCT to be independent of the Manager. The Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document, Albion Development VCT complies with its obligations under the UK Corporate Governance Code.
In accordance with the AIC Code, all Directors submit themselves for re-election annually.
The Board of Albion Development VCT has delegated certain responsibilities and functions to the audit committee, the remuneration committee and the nomination committee.
The audit committee, chaired by Lyn Goleby, operates within clearly defined terms of reference and comprises all the Albion Development VCT Directors, other than Patrick Reeve. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Development VCT and meets at least twice yearly.
The remuneration committee, chaired by Ben Larkin, comprises all of the Albion Development VCT Directors, other than Patrick Reeve, and reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Ben Larkin, comprises all the Albion Development VCT Directors, other than Patrick Reeve, and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Development VCT, the nomination committee takes into account the ongoing requirements of Albion Development VCT and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.
Maxwell Packe has been chairman of a number of quoted and private equity-backed companies with successful trade sales including Kelvin Hughes Group, Paragon Book Services Limited, Crestacare PLC and Corgi Classics Limited. Previously he was founder and chief executive of Household Mortgage Corporation PLC until its sale to Abbey National Plc.
Christopher Burrows has 35 years' experience in international leadership consulting, search and assessment. Having graduated in Anthropology from the University of Cambridge, he started his consulting career with Whitehead Mann and subsequently became the youngest partner at Goddard Kay Rogers. He retired from Russell Reynolds Associates in 2018, having been a managing director for the last 13 years of his executive career there. His principal focus was advising clients and investors on board appointments and organisation strategy across biotechnology, medtech, diagnostics, healthcare services, pharmaceuticals and digital technologies.
Rhodri Whitlock is a chartered accountant and has over 25 years' experience as a partner at Pannells LLP, BDO LLP, PKF Littlejohn LLP and Crowe U.K. LLP providing a range of assurance services and advice to listed and private companies. During that time he worked closely with the non-executive boards of a significant number of investment and infrastructure funds with aggregate assets under management of £1.5 billion. He also has considerable experience of high growth businesses and sectors including MedTech, FinTech, software as a service, healthcare and e-commerce. More recently he worked with the independent regulator, the Financial Reporting Council and now runs his own consultancy business, HPL Associates Limited.
Philippa Latham started her career in corporate finance in the City and has experience in industry as a corporate analyst. She was a non-executive director from 2005 to 2015 at James Latham PLC, an AIM listed company, where she served as the chair of the Audit Committee for seven years. She currently holds two non-executive director roles, one of which is Lucy Group Ltd where she is chair of the Audit Committee.
See Albion Development VCT
The Directors of Albion Enterprise VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
Albion Enterprise VCT
| Rhodri Whitlock | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Enterprise VCT Crowe U.K. LLP HPL Associates Limited Lightspeed Solar Partners PLC (dissolved) Pannells LLP PKF Littlejohn LLP |
|
| Philippa Latham | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Enterprise VCT Lucy Group Ltd Maldon Crystal Salt Company Limited |
|
| Patrick Reeve | |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
See Albion Development VCT
The Board of Albion Enterprise VCT consists solely of non-executive directors of whom Maxwell Packe is Chairman and Christopher Burrows is the Senior Independent Director. All of the Albion Enterprise VCT Directors, other than Patrick Reeve who is the Chairman of the Manager, are considered by the Board of Albion Enterprise VCT to be independent of the Manager and the Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document Albion Enterprise VCT complies with its obligations under the UK Corporate Governance Code.
In accordance with the AIC Code, all Directors submit themselves for re-election annually.
The Board of Albion Enterprise VCT has delegated certain responsibilities and functions to the audit committee, the remuneration committee and the nomination committee.
The audit committee, chaired by Rhodri Whitlock, operates within clearly defined terms of reference and comprises all the Albion Enterprise VCT Directors, other than Patrick Reeve. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Enterprise VCT and meets at least twice yearly.
The remuneration committee, chaired by Christopher Burrows, comprises all the Albion Enterprise VCT Directors, other than Patrick Reeve, and reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Maxwell Packe, comprises all the Albion Enterprise VCT Directors, other than Patrick Reeve, and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Enterprise VCT, the nomination committee takes into account the ongoing requirements of Albion Enterprise VCT and the need to have a balance of skills, knowledge, experience and diversity within its Board.
Robin Archibald qualified as a chartered accountant with Touche Ross in Glasgow in 1983, before transferring with Touche Ross to London where he worked in the corporate finance department. Since 1986, he has worked in corporate finance and corporate broking roles, including for Samuel Montagu, SG Warburg Securities, NatWest Wood Mackenzie and Intelli Corporate Finance. He was a director of Winterflood Investment Trusts until 2014, where he was head of corporate finance and broking from 2004 until 2013. Since the early nineties, he has concentrated on advising and managing transactions in the UK closed-ended funds sector and has gained a wide experience in fundraising, reorganisations and restructuring for all types of listed funds, including VCTs. He is currently a non-executive director of Ediston Property Investment Company PLC, Capital Gearing Trust P.L.C., Henderson European Focus Trust plc and Shires Income plc.
Mary Anne Cordeiro worked at Goldman Sachs International Limited, first in the Mergers & Acquisitions Department and subsequently in the Financial Institutions Group from 1986 to 1992. She worked in similar roles in corporate finance at Bankers Trust Company and Paribas, and was also co-head of Paribas' Financial Institutions Group, before leaving to found her own business in the finance sector in 1998. More recently she has applied her scientific and financial strategy expertise to the commercialisation of innovation and to funding growth of early stage companies. She currently advises a number of medical technology businesses including a novel medical device business seeking to improve the care of critically injured and trauma patients. She is also a member of the Development Board of the University of Oxford's Department of Chemistry.
Margaret Payn has extensive experience across the financial sector. She qualified as a chartered accountant at KPMG in London and has worked for a number of financial institutions in the UK, Australia and Asia, including nine years at Schroders where she held CFO and COO roles and nine years in similar roles at Citigroup, Westpac and ANZ Banking Group. Her most recent executive role was at AMP Capital where she held the positions of CFO/ COO within the asset management division and was responsible for leading the finance, product, strategy and support functions. She retired from this position in 2018. Most recently, she was appointed as a non-executive director of JPMorgan Mid Cap Investment Trust plc. She was also a director of McPherson's Consumer Products Limited, from 2015 to 2018, a public listed company in Australia.
Clive Richardson has extensive experience across a range of private and public international healthcare and technology focused firms from start-ups to mid-cap companies. He was Head of Equities Research for Investec Bank, and worked as a strategy consultant for L.E.K. Consulting, a leading global strategy firm. He has held nonexecutive director roles and served as an executive board member on CIS Healthcare Limited and Clinisys Group Limited, both decision support healthcare software companies. In his most recent role, he served as COO and CEO for Akari Therapeutics, PLC, a NASDAQ listed biotechnology company.
See Albion Development VCT
The Directors of Albion Technology & General VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Technology & General VCT | |
| ASAM EOT Trustees Limited | |
| Capital Gearing Trust P.L.C. | |
| Ediston Property Investment Company PLC | |
| EPIC (No. 1) Limited | |
| EPIC (No. 2) Limited | |
| Henderson European Focus Trust plc | |
| Shires Income plc | |
| Mary Anne Cordeiro | |||
|---|---|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) | ||
| Albion Technology & General VCT | Deccan Heritage Foundation Limited | ||
| Balletboyz Ltd | Sibelius Ltd | ||
| Holland Park Gardens (Management) Company Limited | |||
| Joseph Rufino Cordeiro Foundation Ltd | |||
| Neuroveda Limited | |||
| Science to Business Limited |
Thermotraumaport Limited
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Technology & General VCT | Abbey Capital Real Estate Pty Limited |
| Blue Araucaria Pty Ltd | AMP Capital Funds Management Limited |
| DFKP Pty Ltd | AMP Capital Investors Limited |
| Jenna Payn Ltd | AMP Capital Finance Limited |
| JPMorgan Mid Cap Investment Trust plc | AMP Capital Property Nominees Limited |
| Patricia Payn Superannuation Pty Ltd | AMP Investment Services Pty Limited |
| AMP Private Capital Pty Limited | |
| AMP Private Capital No. 2 Pty Limited | |
| McPherson's Consumer Products Limited | |
| National Mutual Funds Management Ltd. | |
| Quay Mining Pty Limited (deregistered) | |
| Quebec No.1 Pty Limited |
TOA Pty Ltd (deregistered)
Clive Richardson
Cintoa Limited Bravo Inns Limited 5 Hertford Street Limited Bravo Inns II Limited
Albion Technology & General VCT Akari Therapeutics, PLC
Patrick Reeve
Current directorships/partnerships Past directorships/partnerships (five years)
See Albion Development VCT
The Board of Albion Technology & General VCT consists solely of non-executive directors. Robin Archibald is Chairman and Mary Anne Cordeiro is Senior Independent Director. All of the Directors, other than Patrick Reeve who is the Chairman of the Manager, are considered by the Board of Albion Technology & General VCT to be independent of the Manager and the Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document Albion Technology & General VCT complies with its obligations under the UK Corporate Governance Code.
In accordance with the AIC Code, all Directors submit themselves for re-election annually.
The Board of Albion Technology & General VCT has delegated certain responsibilities and functions to the audit committee, the remuneration committee, the nomination committee and the management engagement committee.
The audit committee, chaired by Margaret Payn, operates within clearly defined terms of reference and comprises all the Albion Technology & General VCT Directors, other than Patrick Reeve. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Technology & General VCT and meets at least twice yearly.
The remuneration committee, chaired by Mary Anne Cordeiro, comprises all the Albion Technology & General VCT Directors, other than Patrick Reeve, and reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Robin Archibald, comprises all the Albion Technology & General VCT Directors, other than Patrick Reeve, and is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Technology & General VCT, the nomination committee takes into account the ongoing requirements of Albion Technology & General VCT and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.
The management engagement committee, chaired by Robin Archibald, comprises all the Albion Technology & General VCT Directors, other than Patrick Reeve, and has been formed to review arrangements with the Manager.
Richard Glover (Chairman) (appointed director 8 November 2017, appointed chairman 1 August 2018) Richard Glover spent 15 years in industrial relations and HR management roles in the 1970s and 1980s first with ICI and then with Grand Metropolitan. Since 1990 he has been involved with two private equity backed businesses in the service sector: first, in 1990 the British School of Motoring (BSM), where, as MD and later CEO, he took the company through flotation and then sale to RAC; and in 2000, the accountancy training company ATC International, where he became the majority shareholder in 2003, running the business in Eastern Europe until it was sold in 2011. He has also held a number of non-executive director positions in the service sector and remains extensively involved with the Worshipful Company of Haberdashers and its education activities.
Ann Berresford is a chartered accountant with a background in the financial services and energy sectors. She holds a degree in Organic Chemistry and trained as an accountant with Grant Thornton. After a period in audit, she moved into industry and spent over 20 years working in financial management and treasury roles, initially with Clyde Petroleum plc and then with the Bank of Ireland Group. Since 2006, she has had a number of non-executive roles, including positions at Bath Building Society, the Pensions Protection Fund, Triodos Renewables plc, Hyperion Insurance Group and the Pensions Regulator. She is currently a non-executive director of Secure Trust Bank plc.
Richard Wilson is highly experienced in the asset management sector and was CEO of BMO Global Asset Management and previously CEO of F&C Asset Management plc, where he led the company's acquisition by BMO Financial Group and subsequent integration into BMO Global Asset Management. He began his asset management career in 1988 as a U.K. equity manager with HSBC Asset Management (formerly Midland Montagu). He then joined Deutsche Asset Management (formerly Morgan Grenfell), where he rose to managing director, global equities. From Deutsche, he moved to Gartmore Investment Management in 2003 as head of international equity investments before joining F&C in 2004. He is an independent non-executive director of Insight Investment Management.
Neeta Patel is currently a non-executive director of Allianz Technology Trust PLC, a FTSE-listed investment trust that invests in quoted mid to large-cap technology companies and was a member of the advisory board at City Ventures, the entrepreneurship hub at City University London. She was the founding CEO of the Centre for Entrepreneurs, and board adviser for Tech London Advocates, and an entrepreneur mentor-in-residence at London Business School. She is also an adviser to various start-ups. She has over 35 years of experience in the technology sector, which includes scaling companies, and formerly led an enterprise-wide web and technology implementation for Legal & General, ft.com - the Financial Times's online news portal - and for the British Council, the government's international education and cultural agency. She was awarded a CBE in the Queen's Honours in October 2020 for services to entrepreneurship and technology.
The Directors of Albion Venture Capital Trust are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albanurseries Ltd | The Haberdashers Investment Company |
| Albion Venture Capital Trust | The Haberdashers Operating Company |
| Haberdashers' Monmouth Estates Limited | Yumchaa Group Limited (dissolved) |
| Hatcham Charitable Trust | Yumchaa Holdings plc (dissolved) |
| Yumchaa Retail Limited (dissolved) | |
| Yumchaa Soho Limited |
| Ann Berresford | |
|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) |
| Albion Venture Capital Trust Secure Trust Bank Public Limited Company |
Bath Building Society |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Albion Venture Capital Trust | BMO AM Capital (Group) Limited |
| CC Lower Clapton LLP | BMO AM Capital (Holdings) Limited |
| Insight Investment International Limited | BMO AM Capital (UK) Limited |
| Insight Investment Management Limited | BMO Asset Management Corp. |
| Insight Investment Management (Global) Limited | BMO Asset Management Limited |
| BMO Asset Management (Holdings) plc | |
| BMO Asset Management Inc. | |
| BMO Asset Managers Limited | |
| BMO Global Asset Management (Asia) | |
| Limited | |
| BMO Global Asset Management (Europe) | |
| Limited | |
| BMO Managers Limited | |
| BMO Real Estate Partners LLP | |
| LGM (Bermuda) Limited | |
| LGM Investments Limited | |
| Lloyd George Investment Management (Bermuda) | |
| Limited |
Neeta Patel
Albion Venture Capital Trust Allianz Technology Trust PLC
The Board of Albion Venture Capital Trust consists solely of non-executive directors of whom Richard Glover is Chairman and Ann Berresford is the Senior Independent Director. All of the Albion Venture Capital Trust Directors are considered by the Board of Albion Venture Capital Trust to be independent of the Manager. The Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document, Albion Venture Capital Trust complies with its obligations under the UK Corporate Governance Code.
In accordance with the AIC Code, all Directors submit themselves for re-election annually.
The Board of Albion Venture Capital Trust has delegated certain responsibilities and functions to the audit committee, the remuneration committee and the nomination committee.
The audit committee, chaired by Ann Berresford, operates within clearly defined terms of reference and comprises all the Albion Venture Capital Trust Directors. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Albion Venture Capital Trust and meets at least twice yearly.
The remuneration committee, chaired by Richard Wilson, operates within clearly defined terms of reference and comprises all the Albion Venture Capital Trust Directors. It reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Richard Glover, operates within clearly defined terms of reference and comprises all the Albion Venture Capital Trust Directors. The committee is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Albion Venture Capital Trust, the nomination committee takes into account the ongoing requirements of Albion Venture Capital Trust and the need to have a balance of skills, experience and knowledge within its Board, together with diversity of experience and approach.
Penny Freer has a background in investment banking and extensive experience at board level. From 2000 to 2004 she led Robert W Baird's UK equities division; prior to this she spent 8 years at Credit Lyonnais Securities where she headed the small and mid-cap equities business. She is Chairman of AP Ventures LLP. She is also Chairman of The Henderson Smaller Companies Investment Trust plc and interim Chairman of Empresaria Group PLC.
James Agnew has a background in investment banking and private equity fund management. From 1996 to 2005 he worked for Credit Suisse First Boston in New Zealand and London, where he was involved in a wide range of investment banking transactions including mergers and acquisitions and equity and debt fundraising, as well as general corporate finance advice. He is currently a partner at Harwood Capital LLP (formerly J O Hambro Capital Management), which he joined in 2005, where his responsibilities include origination, monitoring and execution of private equity investments.
Pam Garside is an experienced healthcare investor, expert in digital health and an adviser to government, NHS and private sector organisations in the UK and US. She is a Fellow of the Judge Business School at the University of Cambridge and a member of the investment committee of Cambridge Enterprise, the technology transfer company of the University. She is chairman of Cambridge Angels, a board member of several other healthcare companies and co-chair of the Cambridge Health Network.
Ian Spence is highly experienced in the technology sector, having researched and advised companies in this industry for over 20 years. He began his career as a journalist at the Investors Chronicle before moving into investment banking where, over the next 13 years working for Granville, Robert W Baird, Bridgewell and Altium, he developed a specialisation as a highly-regarded technology analyst. During this time, he was twice voted TechMARK Analyst of the Year. In 2007, he founded Megabuyte, which has grown to be one of the most respected and widely read sources of financial and corporate intelligence in the European technology sector. He is CEO of the company and has an extensive network across the European technology sector and beyond.
The Directors of Crown Place VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
| Current directorships/partnerships Past directorships/partnerships (five years) |
|
|---|---|
| AP Ventures LLP | |
| Capital Markets Strategy Limited | Advanced Medical Solutions Group PLC |
| Cobweb Cyber Limited | BTTQ Limited (dissolved) |
| Crown Place VCT | BTTQE Limited (dissolved) |
| Empresaria Group PLC | Jellia Holdings Limited |
| London Bridge Capital Partners LLP | Sinophi Healthcare Ltd |
| Pure Milk Vodka Limited | Soho Capital LLP (dissolved)* |
| The Henderson Smaller Companies Investment Trust plc | |
| 81 Alderney Street Residents Association |
APC Technology Group PLC Appleseed Bidco Limited Appleseed Holdco Limited Assisi Pet Care Midco Limited Assisi Pet Care Limited Certify Holdings Inc. Coventbridge Group Limited Coventbridge Holding Corporation Crown Place VCT F.G. Curtis Limited Harwood Capital LLP Harwood Private Equity LLP Hollings Limited Medica Packaging Limited Medication Packaging Holdco Limited North Atlantic Value GP III Limited North Atlantic Value GP 4 Limited North Atlantic Value GP 5 LLP Pet Munchies Holdings Limited Pet Munchies Limited SMT Corp. Specialist Components Limited Town and Country Petfoods Limited Utilities Infrastructure Provider Limited
Coventbridge (USA) Inc. Scientific Health Limited Sherwood Holdings Limited Slim Holdings Limited (in administration) Source Bioscience Limited The Slimming Clinic Limited
Cambridge Angels Group Ltd Medefer Limited Cambridge Health Network Limited TheCareRooms Ltd Crown Place VCT Visante Limited (dissolved) Newhealth Limited Punchdrunk Enrichment Limited
Cicely Saunders International The Movement for Non-Mobile Children (Whizz-Kidz)
Agnosco Capital Limited Crown Place VCT IS Research Ltd IX Acquisition Corp.
Current directorships/partnerships Past directorships/partnerships (five years)
The Board of Crown Place VCT consists solely of non-executive directors of whom Penny Freer is Chairman and James Agnew is Senior Independent Director. All of the Crown Place VCT Directors are considered by the Board of Crown Place VCT to be independent of the Manager. The Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document, Crown Place VCT complies with its obligations under the UK Corporate Governance Code.
In accordance with the AIC Code, all Directors submit themselves for re-election annually.
The Board of Crown Place VCT has delegated certain responsibilities and functions to the audit and risk committee, the remuneration committee and the nomination committee.
The audit and risk committee, chaired by James Agnew, operates within clearly defined terms of reference and comprises all the Crown Place VCT Directors. The duties of the audit and risk committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Crown Place VCT and meets at least twice yearly.
The remuneration committee, chaired by Pam Garside, operates within clearly defined terms of reference and comprises all the Crown Place VCT Directors. It reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by Penny Freer, operates within clearly defined terms of reference and comprises all the Crown Place VCT Directors. The committee is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Crown Place VCT, the nomination committee takes into account the ongoing requirements of Crown Place VCT and the need to have a balance of skill, experience and knowledge within its Board, together with diversity of experience and approach.
Fiona Wollocombe has been a non-executive director for a number of companies in the VCT sector including being chairman of Artemis VCT plc and a director of Maven Income and Growth VCT PLC. She is chairman of Amati AIM VCT plc and also chairs the Trustees of the Scottish Ballet Endowment Fund. Her previous career was in equity capital markets at NatWest Markets/Deutsche Bank.
Thomas Chambers has had a range of industry and venture capital roles giving insight into, in particular, the technology and communications sectors. He is currently chairman of Propel London (recruitment), a trustee of UCAS (Universities and Colleges Admissions Service) and an adviser to a number of private companies. Until February 2018 he was chairman of First Utility. Previously, he played a significant role in the creation of the first Smartphones as CFO and Head of Software Engineering at mobile operating system provider Symbian. He was also CFO of Robert Walters and spent six years in corporate finance at Dresdner Kleinwort Benson after a five year career with Price Waterhouse. He is a Fellow of the Institute of Chartered Accountants, an Associate of the Association of Corporate Treasurers, a Fellow of the Institute of Engineering and Technology and is an honorary Doctor of the University of Surrey.
Swarupa Pathakji has extensive experience across the financial sector, with an in-depth understanding of investment in growth companies and experience in exits and valuations. She qualified as a chartered accountant at Deloitte before spending time in mergers and acquisitions at Merrill Lynch. She moved to Duke Street, a midmarket Private Equity firm, in 2007 and has served as a non-executive director on the boards of a number of companies across multiple sectors. She is currently non-executive director of OFS (DS) Holdings Ltd where she is chair of the audit committee.
John Chiplin has extensive experience and expertise in the life sciences and technology sectors from both an operational and investment perspective. He is chairman of Scancell Holdings PLC, N4 Pharma Plc and Biotherapy Services Limited. He is also managing director of Newstar Ventures Ltd. He was head of the ITI life sciences investment fund in the UK and has managed the mergers, acquisitions and listing of a number of blue-chip companies. He also serves on the boards of an Australian public company, Regeneus, and US private company Batu Biologics.
The Directors of Kings Arms Yard VCT are currently or have been within the last five years, a member of the administrative, management or supervisory bodies or partners of the companies and partnerships mentioned below:
Fiona Wollocombe Current directorships/partnerships Past directorships/partnerships (five years) Amati AIM VCT plc Artemis VCT plc (dissolved)* Kings Arms Yard VCT Maven Income and Growth VCT PLC
* Voluntarily struck off the Register of Companies at Companies House
Kings Arms Yard VCT Blackwell Developments (Guildford) Limited Propel London Limited Compare the Market Limited Tadsum Ltd Impello PLC The Universities and Colleges Admissions Service NCC Group Plc Wine Equals Friends Limited
* Voluntarily struck off the Register of Companies at Companies House
| Swarupa Pathakji | ||
|---|---|---|
| Current directorships/partnerships | Past directorships/partnerships (five years) | |
| Kings Arms Yard VCT | 94 Abbeville Road Limited | |
| OFS (DS) Holdings Limited |
| Current directorships/partnerships | Past directorships/partnerships (five years) |
|---|---|
| Batu Biologics Inc. | AdAlta Pty Ltd |
| Beroni Group Limited | Benitec Biopharma Ltd |
| Biotherapy Services Limited | Cynata Therapeutics Limited |
| Kings Arms Yard VCT | ScienceMedia Inc. |
| NewStar Ventures Ltd | Sienna Cancer Diagnostics Ltd |
| N4 Pharma Plc | |
| Regeneus Ltd | |
| Scancell Holdings PLC | |
| Scancell Limited | |
| Zakari Therapeutics Limited |
The Board of Kings Arms Yard VCT consists solely of non-executive directors of whom Fiona Wollocombe is Chairman and Thomas Chambers is the Senior Independent Director. All of the Kings Arms Yard VCT Directors are considered by the Board of Kings Arms Yard VCT to be independent of the Manager. The Board does not consider that a Director's tenure reduces his/her ability to act independently.
By reporting against the AIC Code and by following the AIC Guide, as at the date of this document Kings Arms Yard VCT complies with its obligations under the UK Corporate Governance Code.
In accordance with the AIC Code, all Directors submit themselves for re-election annually.
The Board of Kings Arms Yard VCT has delegated certain responsibilities and functions to the audit committee.
The audit committee, chaired by Thomas Chambers, operates within clearly defined terms of reference and comprises all the Kings Arms Yard VCT Directors. The duties of the audit committee include reviewing the annual and interim accounts, the system of internal controls, the terms of appointment of the auditors together with their remuneration, and ensuring that auditor objectivity and independence is safeguarded in the provision of non-audit services by the auditors. It also provides a forum through which the auditors may report to the Board of Kings Arms Yard VCT and meets at least twice yearly.
The remuneration committee, chaired by John Chiplin, operates within clearly defined terms of reference and comprises all the Kings Arms Yard VCT Directors. It reviews the Directors' responsibilities and salaries against the market as required.
The nomination committee, chaired by John Chiplin, operates within clearly defined terms of reference and comprises all the Kings Arms Yard VCT Directors. The committee is convened for the purpose of considering the appointment of additional directors as and when considered appropriate. In considering appointments to the Board of Kings Arms Yard VCT, the nomination committee takes into account the ongoing requirements of Kings Arms VCT and the need to have a balance of skill, experience and knowledge within its Board, together with diversity of experience and approach.
Albion Capital Group LLP is the Companies' investment manager and is a limited liability partnership incorporated on 6 November 2008 and registered in England and Wales under number OC341524 pursuant to the Limited Liability Partnerships Act 2000 and LEI number 213800132YFSOIX6N117. The registered office and principal place of business of Albion Capital is 1 Benjamin Street, London EC1M 5QL (telephone number 020 7601 1850). Albion Capital is authorised and regulated by the Financial Conduct Authority as an Authorised UK AIFM as required under the EU AIFM Directive that came into force in July 2013. The principal legislation under which Albion Capital operates is the Limited Liability Partnership Act 2000 and the applicable provisions of CA 2006 (and regulations made thereunder). Albion is domiciled in England and its website can be found at www.albion. capital. Information on this website does not form part of the Prospectus unless that information is incorporated by reference into the Prospectus.
The following are specifically responsible for the management and administration of the Companies.
Will Fraser-Allen, BA (Hons), FCA is the managing partner of Albion Capital and chairs the investment committee. He is chairman of the VCT Association and sits on the Venture Capital Committee of the BVCA. He joined Albion Capital in 2001, became deputy managing partner in 2009 and managing partner in 2019. He has over 20 years' experience investing in healthcare, leisure, media and technology enabled businesses. Prior to joining Albion, he qualified as a chartered accountant and has a BA in History from Southampton University.
Dr Andrew Elder, MA, FRCS, initially practised as a neurosurgeon before starting his career in investment. He now focuses on medical technologies, digital health and the life-science sector. He is head of healthcare investing and became deputy managing partner of Albion Capital in 2019. He graduated with an MA plus Bachelors of Medicine and Surgery from Cambridge University and practised as a surgeon for six years. He is a Fellow of the Royal College of Surgeons (England).
Valerie Aelbrecht, MSc, MSc, joined the Albion Capital software team in 2022. She started her venture capital career at Cherry Ventures, after having been a founder and operator for 8 years in the foodtech space. Valerie exited her dark kitchen business in 2019, and stayed on for a while to streamline the operations of the joint venture – which is where she saw the potential of tech in workflow automation and supply chain management. She continued her operator journey as a freelance consultant and adviser to a variety of businesses and co-runs The JV Network, an investment network bringing female founders and investors together. She holds an MSc in Applied Economics from the University of Antwerp, Belgium, and an MSc in International Business Management & Entrepreneurship from Kingston University.
Lauren Apostolidis, BA (Hons) is responsible for driving the growth and engagement of Albion's Talent X portfolio platform, focusing on expanding the value of Albion's networks to increase the success of Albion VCT investee companies. Previously, as Platform Lead for workspace accelerator Huckletree, she built and managed the support network of ambassadors and investors to help connect founders across the workspaces to key individuals in the ecosystem. She built relevant programming and connection opportunities for start ups and also ran an in-house accelerator for under represented founders who were looking to raise their Seed round. Prior to this, she managed Fintech partnerships at Thomson Reuters (Refinitiv, now part of LSEG).
Adam Chirkowski, MA (Hons), is focused on new B2B and ClimateTech investments. He is an investment director at Albion Capital who has invested across a number of sectors including digital infrastructure, healthcare and renewable energy. He graduated from Nottingham University with a first class degree in Industrial Economics and a Masters in Corporate Strategy and Governance. Prior to joining Albion Capital in 2013, he spent five years working in corporate finance at Rothschild.
Emil Gigov, BA (Hons), FCA, has been an early-stage investor for over 20 years, supporting more than 30 companies spanning software technology, advanced manufacturing, education and healthcare. More recently he has focused on B2B SaaS businesses across a range of sectors including data management, fintech and marketing technologies. He joined Albion Capital in 2000 and became a partner in 2009. He graduated from the European Business School, London, with a BA Degree in European Business Administration.
Dr. Molly Gilmartin, BM BCh, BA, joined Albion Capital from McKinsey & Company where she focused on healthcare systems, services and technologies. Prior to McKinsey, she was Chief Commercial Officer of Induction Healthcare Group which completed an IPO on AIM in 2019 and provided digital tools for healthcare professionals and patients to deliver care more efficiently and effectively. Before Induction, she was a founding team member of Pando, a messaging and workflow tool for doctors, and an NHS Clinical Entrepreneur as a medical doctor. She is now an investment manager at Albion Capital, focused on health technology investing with an emphasis on digital tools and technologies that can drive better outcomes for patients through more efficient delivery of care and better clinical research.
Vikash Hansrani, BA (Hons), FCA, oversees the finance and administration of the funds under Albion's management. He qualified as a chartered accountant with RSM Tenon plc and latterly worked in its corporate finance team, before joining Albion Capital in 2010, where he is currently operations partner for the group. He has a BA in Accountancy & Finance from Nottingham Business School.
Gita Kler, BSc, is an analyst at Albion Capital, where she amalgamates her diverse experiences to help the fund build a state-of-the-art platform to support the growth of Albion's portfolio companies. She brings over five years of experience working in start-ups, and national and multinational corporations across healthtech, fintech and e-commerce. Prior to joining Albion Capital, Gita helped build a Dutch re-commerce start-up, where she managed data analytics in close conjunction with finance, marketing, and technology. She has also been on both sides of acquisition deals and has helped companies drive process improvements, implement software solutions and gain visibility over their day-to-day and month-to-month performance. Gita holds a BSc in Economics and Finance from the University of Amsterdam and is pursuing a Master's in Management of Information Systems and Digital Innovation at the LSE.
Ed Lascelles, BA (Hons), heads up the technology investment team at Albion, focusing on B2B software and disruptive tech services. He joined Albion Capital in 2004, having started his career advising public companies during the 'dotcom' boom, and became a partner in 2009. He graduated from University College London with a first class honours degree in Philosophy.
Paul Lehair MSc, MA, joined Albion Capital with 10 years of experience in tech start-ups and investment banking. He came from Citymapper where he was finance director for 5 years having joined when the company had less than ten employees. He also worked in business operations at Viagogo and in M&A TMT at Citigroup. He is an investment director at Albion specialising in technology investing. He has a dual Masters degree in European Political Economy from the London School of Economics and Political Science and Sciences Po Paris.
Catriona McDonald, BA (Hons), joined Albion Capital in 2018 from Goldman Sachs where she worked on IPOs, M&A and leveraged buyouts in New York and London. Her time in banking gave her experience of implementing proven systems and running detailed analysis. She is now an investment director at Albion Capital specialising in technology investing. She graduated from Harvard University, majoring in Economics.
Kibriya Rahman, MMath, joined the Albion Capital technology investment team in 2022. A former consultant, he brings experience gained over a seven-year career in corporate strategy to his role as an investor. He helped to lead the commercial growth strategy at the small business lender Funding Circle and made up part of a team launching and scaling new digital products for Formula 1. Before this, he worked at OC&C Strategy Consultants where he delivered on strategy and due diligence projects. He graduated from Oxford University with an MMath degree.
Jane Reddin, BA (Hons), is a partner at Albion Capital. She helps the Albion VCTs invest in strong founders, by assessing leadership potential, and accelerating the scaling of Albion's portfolio companies. In her 25 year career, she has transacted over 500 senior hires, built international, new-market and fund teams and helped over 70 start-ups build high performing teams. Prior to joining Albion, she spent six years as Talent Adviser at Balderton Capital and then co-founded The Talent Stack, a talent management consulting company for startups. She joined Albion in 2021. The talent platform she is developing at Albion enables the sharing of talent and leadership development expertise with Albion's early-stage community. She graduated from Durham University with a BA in French and German.
Dr Christoph Ruedig, MBA, practised radiology and strategy consulting before becoming an investor in healthcare. He joined Albion Capital in 2011 and became a partner in 2014. At Albion he focuses on digital health, with investments ranging from clinical trial software to chronic disease management. Prior to joining Albion, he worked at General Electric UK, where he was responsible for mergers and acquisitions in healthcare, following a role in venture capital with 3i plc. He holds a degree in medicine from Ludwig-Maximilians University, Munich and an MBA from INSEAD.
Nadine Torbey, MSc, BEng, joined Albion in 2018 from Berytech Fund Management, one of the first VC funds in the Middle East. She has been a venture capitalist for seven years and her investing experience includes: AI/Data Platforms and Infrastructure, CX, Digital Networks and Hardware. She is an investment director at Albion Capital specialising in technology investing. She graduated from the American University of Beirut with a BSc in Electrical and Computer Engineering, and followed this with an MSc in Innovation Management and Entrepreneurship from Brown University.
Robert Whitby-Smith, BA (Hons), FCA, has been in venture capital for 16 years following a background in corporate finance at KPMG, Credit Suisse First Boston and ING Barings, after qualifying as a chartered accountant. He joined Albion Capital in 2005, became a partner in 2009 and specialises in software investing. He graduated from Reading University with a BA in History.
Jay Wilson MBA, MMath, comes from an advisory background and is focused on partnering with management teams. He joined Albion Capital in 2019 from Bain & Company, where he had been a consultant since 2016 and is an investment director at Albion Capital specialising in technology investing. Prior to this he graduated from London Business School with an MBA having spent eight years as a broker at ICAP Securities.
Marco Yu, PhD, MRICS, specialises in energy related investment and has in-depth knowledge and understanding of energy generation, distribution, balancing, storage as well as servicing the sector. He is an investment director at Albion Capital, has a first class degree in economics from Cambridge, a PhD in construction economics from UCL and has led over 20 investments to date. Prior to joining Albion in 2007 he qualified as a Chartered Surveyor with Bouygues (UK), and advised on large capital projects with EC Harris.
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The Company will invest in a broad portfolio of higher growth businesses with a stronger focus on technology companies across a variety of sectors of the UK economy. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified in terms of sector and stage of maturity of company.
Funds held pending investment or for liquidity purposes will be held as cash on deposit or up to 8 per cent. of its assets, at the time of investment, in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so).
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. 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 10 per cent. of its adjusted share capital and reserves.
The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company.
Funds held prior to investing in VCT qualifying assets or for liquidity purposes will be held as cash on deposit, invested in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings or invested in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so). Investment in such open-ended equity funds will not exceed 10 per cent. of the Company's assets at the time of investment.
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. The maximum amount which the Company will invest in a single 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 10 per cent. of its adjusted share capital and reserves.
The Company will invest in a broad portfolio of unquoted growth and technology businesses. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified in terms of sectors and stages of maturity of portfolio companies.
Funds held prior to investing in VCT qualifying assets or for liquidity purposes will be held as cash on deposit, invested in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings or invested in liquid open-ended equity funds providing income and capital equity exposure (where it is considered economic to do so). Investment in such open-ended equity funds will not exceed 7.5 per cent. of the Company's assets at the time of investment.
Risk is spread by investing in a number of different businesses within VCT qualifying industry sectors using a mixture of securities. The maximum the Company will invest in a single company is 15 per cent. of the Company's assets at cost at the time of investment. The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of investments' suitability for sale. It is possible that individual holdings may grow in value to a point where they represent a significantly higher proportion of total assets prior to a realisation opportunity being available.
The Company's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The Directors do not have any intention of utilising long-term gearing.
The Company will invest in a broad portfolio of smaller, unquoted growth businesses across a variety of sectors including higher risk technology companies.Investments may take the form of equity or a mixture of equity and loans.
Allocation of funds will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company. Funds held pending investment or for liquidity purposes will be held as cash on deposit.
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors. 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 10 per cent. of the adjusted share capital and reserves.
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 is spread by investing in a number of different businesses within venture 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.
The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company.
Funds held pending investment or for liquidity purposes are held as cash on deposit or similar instruments with banks or other financial institutions with high credit ratings assigned by international credit rating agencies.
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. 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 equal to its adjusted capital and reserves.
In addition to the investment policies described above, investment allocation and risk diversification for each Company are substantially governed by the relevant HMRC tests which must be satisfied in order for a Company to maintain its status under Venture Capital Trust legislation. Those tests are summarised in paragraph 5 of Section G of Part V of this document.
No Company will make a material change to its published investment policy without obtaining the prior approval of its shareholders.
Albion Development VCT has produced annual statutory accounts for the financial year ended 31 December 2021 and half-yearly financial reports for the six-month periods ended 30 June 2021 and 2022 (which contain the information as set out below). BDO LLP of 55 Baker Street, London, W1U 7EU reported on the annual statutory accounts for the year ended 31 December 2021 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 December 2021 was prepared in accordance with Financial Reporting Standard 102 and applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Albion Development VCT's financial condition, changes in financial condition and results of operations for that financial year and is being incorporated by reference and can be accessed at the following website: www.albion.capital.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts and the half yearly financial reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | Unaudited Half-Year Report for six months ended 30 June 2021 |
December 2021 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2022 |
|---|---|---|---|
| Balance sheet | Page 11 | Page 54 | Page 12 |
| Income statement | Page 10 | Page 53 | Page 11 |
| Statement showing all changes in equity (or equivalent note) |
Page 12 | Page 55 | Page 13 |
| Cash flow statements | Page 13 | Page 56 | Page 14 |
| Accounting policies and notes | Page 14-19 | Page 57-70 | Page 15-20 |
| Auditor's report | N/A | Page 47-52 | N/A |
Albion Development VCT's published annual report and accounts for the financial year ended 31 December 2021 and the half-yearly reports for the six-month periods ended 30 June 2021 and 2022 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | Unaudited Half-Year Report for six months ended 30 June 2021 |
December 2021 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2022 |
|---|---|---|---|
| Objective | Page 3 | Page 3 | Page 3 |
| Performance summary | Page 4 | Page 4-5 | Page 4 |
| Results and dividend | Page 5 | Page 6 | Page 5 |
| Investment policy | Page 3 | Page 3 | Page 3 |
| Chairman's statement | N/A | Page 6-8 | N/A |
| Strategic report | N/A | Page 9-17 | N/A |
| Portfolio summary | Page 8-9 | Page 24-26 | Page 9-10 |
| Valuation policy | Page 14 | Page 57 | Page 15 |
The key figures that summarise Albion Development VCT's financial position in respect of the financial year ended 31 December 2021 and for the unaudited six month periods ended 30 June 2021 and 2022 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | Unaudited Half-Year Report for six months ended 30 June 2021 |
December 2021 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2022 |
|---|---|---|---|
| Gains on investments (£'000) | 14,928 | 20,592 | 1,880 |
| Investment income (£'000) | 370 | 988 | 591 |
| Profit/(loss) on ordinary activities before taxation (£'000) |
12,454 | 17,454 | 1,104 |
| Earnings/(loss) per share (p) | 12.47 | 17.201 | 0.95 |
| Dividends per share (p) | 2.06 | 4.37 | 2.37 |
| Total assets (£'000) | 97,916 | 100,098 | 116,532 |
| Net assets (£'000) | 95,340 | 97,639 | 115,599 |
| NAV per share (p) | 92.41 | 94.98 | 93.55 |
The net asset value per Albion Development VCT Share as at 30 June 2022 (being the most recent unaudited NAV per Share published by Albion Development VCT prior to the publication of this document) was 93.55p per Albion Development VCT Share.
There has been no significant change in the financial position of Albion Development VCT since 30 June 2022 (being the last date up to which Albion Development VCT has published interim unaudited financial information).
Albion Enterprise VCT has produced annual statutory accounts for the year ended 31 March 2022 (which contain the information as set out below). BDO LLP of 55 Baker Street, London W1U 7EU reported on the statutory accounts for the financial year ended 31 March 2022 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 March 2022 was prepared in accordance with Financial Reporting Standard 102 and applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Albion Enterprise VCT's financial condition, changes in financial condition and results of operations for that financial year and is being incorporated by reference and can be accessed at the following website: www. albion.capital.
Where this document makes reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | March 2022 Annual Report |
|---|---|
| Balance sheet | Page 55 |
| Income statement | Page 54 |
| Statement showing all changes in equity (or equivalent note) | Page 56 |
| Cash flow statement | Page 57 |
| Accounting policies and notes | Page 58-71 |
| Auditor's report | Page 48-53 |
Albion Enterprise VCT's published annual report and accounts for the year ended 31 March 2022 contains, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Objective | Page 3 |
|---|---|
| Performance summary | Page 4-5 |
| Results and dividend | Page 6 |
| Investment policy | Page 3 |
| Chairman's statement | Page 6-8 |
| Strategic report | Page 9-18 |
| Portfolio summary | Page 25-26 |
| Valuation policy | Page 58 |
The key figures that summarise Albion Enterprise VCT's financial position in respect of the financial year ended 31 March 2022 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Gains on investments (£'000) | 21,636 |
|---|---|
| Investment income (£'000) | 886 |
| Profit/(loss) on ordinary activities before taxation (£'000) | 18,081 |
| Earnings/(loss) per share (p) | 23.97 |
| Dividends per share (p) | 6.09 |
| Total assets (£'000) | 121,119 |
| Net assets (£'000) | 118,415 |
| NAV per share (p) | 132.28 |
The net asset value per Albion Enterprise VCT Share as at 30 June 2022 (being the most recent unaudited NAV per Share published by Albion Enterprise VCT prior to the publication of this document) was 130.20p per Albion Enterprise VCT Share.
There has been no significant change in the financial position of Albion Enterprise VCT since 31 March 2022 (being the last date up to which Albion Enterprise VCT has published audited financial accounts), save as disclosed in the interim management statement for the period to 30 June 2022.
Albion Technology & General VCT has produced annual statutory accounts for the financial year ended 31 December 2021 and half-yearly financial reports for the six-month periods ended 30 June 2021 and 2022 (which contain the information as set out below). BDO LLP of 55 Baker Street, London W1U 7EU reported on the statutory accounts for the financial year ended 31 December 2021 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 December 2021 was prepared in accordance with Financial Reporting Standard 102 and applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Albion Technology & General VCT's financial condition, changes in financial condition and results of operations for that financial year and are being incorporated by reference and can be accessed at the following website: www.albion.capital.
Where this document makes reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | Unaudited Half-Year Report for six months ended 30 June 2021 |
December 2021 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2022 |
|---|---|---|---|
| Balance sheet | Page 12 | Page 59 | Page 12 |
| Income statement | Page 11 | Page 58 | Page 11 |
| Statement showing all changes in equity |
|||
| (or equivalent note) | Page 13 | Page 60 | Page 13 |
| Cash flow statements | Page 14 | Page 61 | Page 14 |
| Accounting policies and notes | Page 15-20 | Page 62-75 | Page 15-20 |
| Auditor's report | N/A | Page 52-57 | N/A |
Albion Technology & General VCT's published annual report and accounts for the financial year ended 31 December 2021 and the half-yearly reports for the six-month periods ended 30 June 2021 and 2022 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | Unaudited Half-Year Report for six months ended 30 June 2021 |
December 2021 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2022 |
|---|---|---|---|
| Objective | Page 3 | Page 3 | Page 3 |
| Performance summary | Page 4 | Page 4-5 | Page 4 |
| Results and dividend | Page 5 | Page 6 | Page 5 |
| Investment policy | Page 3 | Page 3 | Page 3 |
| Chairman's statement | N/A | Page 6-9 | N/A |
| Strategic report | N/A | Page 10-21 | N/A |
| Portfolio summary | Page 9-10 | Page 28-30 | Page 9-10 |
| Valuation policy | Page 15 | Page 62 | Page 15 |
The key figures that summarise Albion Technology & General VCT's financial position in respect of the financial year ended 31 December 2021 and for the unaudited six month periods ended 30 June 2021 and 2022 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | Unaudited Half-Year Report for six months ended 30 June 2021 |
December 2021 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2022 |
|---|---|---|---|
| Investment income (£'000) | 14,966 | 21,527 | 1,579 |
| Investment income (£'000) | 330 | 1,077 | 619 |
| Profit/(loss) on ordinary activities 6 before taxation (£'000) |
14,026 | 19,888 | 17 |
| Earnings/(loss) per share (p) | 11.04 | 15.30 | 0.01 |
| Dividends per share (p) | 1.73 | 3.681 | 2.02 |
| Total assets (£'000) | 105,166 | 107,774 | 128,258 |
| Net assets (£'000) | 104,219 | 106,994 | 126,551 |
| NAV per share (p) | 78.17 | 80.65 | 78.69 |
The net asset value per Albion Technology & General VCT Share as at 30 June 2022 (being the most recent unaudited NAV per Share published by Albion Technology & General VCT prior to the publication of this document) was 78.69p per Albion Technology & General VCT Share.
There has been no significant change in the financial position of Albion Technology & General VCT since 30 June 2022 (being the last date up to which Albion Technology & General VCT has published interim unaudited financial information).
Albion Venture Capital Trust has produced annual statutory accounts for the year ended 31 March 2022 (which contain the information as set out below). BDO LLP of 55 Baker Street, London W1U 7EU reported on the statutory accounts for the financial year ended 31 March 2022 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 March 2022 was prepared in accordance with Financial Reporting Standard 102 and applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Albion Venture Capital Trust's financial condition, changes in financial condition and results of operations for that financial year and is being incorporated by reference and can be accessed at the following website: www.albion.capital.
Where this document makes reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts and the half yearly financial reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | March 2022 Annual Report |
|---|---|
| Balance sheet | Page 55 |
| Income statement | Page 54 |
| Statement showing all changes in equity (or equivalent note) | Page 56 |
| Cash flow statement | Page 57 |
| Accounting policies and notes | Page 58-71 |
| Auditor's report | Page 48-53 |
Albion Venture Capital Trust's published annual report and accounts for the year ended 31 March 2022 contains, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Objective | Page 3 |
|---|---|
| Performance summary | Page 4-5 |
| Results and dividend | Page 6 |
| Investment policy | Page 3 |
| Chairman's statement | Page 6-8 |
| Strategic report | Page 9-18 |
| Portfolio summary | Page 25-26 |
| Valuation policy | Page 58 |
The key figures that summarise Albion Venture Capital Trust's financial position in respect of the financial year ended 31 March 2022 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Gains on investments (£'000) | 6,553 |
|---|---|
| Investment income (£'000) | 1,037 |
| Profit/(loss) on ordinary activities before taxation (£'000) | 5,960 |
| Earnings/(loss) per share (p) | 5.77 |
| Dividends per share (p) | 25.30* |
| Total assets (£'000) | 64,198 |
| Net assets (£'000) | 63,937 |
| NAV per share (p) | 53.38 |
*Dividends for the year ended 31 March 2022 included special dividends totalling 22p per Share.
The net asset value per Albion Venture Capital Trust Share as at 30 June 2022 (being the most recent unaudited NAV per Share published by Albion Venture Capital Trust prior to the publication of this document) was 53.79p per Albion Venture Capital Trust Share.
There has been no significant change in the financial position of Albion Venture Capital Trust since 31 March 2022 (being the last date up to which Albion Venture Capital Trust has published audited financial accounts).
Crown Place VCT has produced annual statutory accounts for the financial year ended 30 June 2022 (which contain the information as set out below). BDO LLP of 55 Baker Street, London W1U 7EU reported on the statutory accounts for the financial year ended 30 June 2022 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 30 June 2022 was prepared in accordance with Financial Reporting Standard 102 and applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Crown Place VCT's financial condition, changes in financial condition and results of operations for that financial year and is being incorporated by reference and can be accessed at the following website: www. albion.capital.
Where this document makes reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Page 60 |
|---|
| Page 59 |
| Page 61 |
| Page 62 |
| Page 63-76 |
| Page 52-58 |
Crown Place VCT's published annual report and accounts for the financial year ended 30 June 2022 contains, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for that period:
| Description | June 2022 Annual Report |
|---|---|
| Objective | Page 3 |
| Performance summary | Page 4-6 |
| Results and dividend | Page 7 |
| Investment policy | Page 3 |
| Chairman's Statement | Page 7-9 |
| Strategic Report | Page 10-20 |
| Portfolio summary | Page 27-30 |
| Valuation policy | Page 63 |
The key figures that summarise Crown Place VCT's financial position in respect of the financial year ended 30 June 2022 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Gains on investments (£'000) | 6,386 |
|---|---|
| Investment income (£'000) | 853 |
| Profit/(loss) on ordinary activities before taxation (£'000) | 4,889 |
| Earnings/(loss) per share (p) | 2.09 |
| Dividends per share (p) | 3.21* |
| Total assets (£'000) | 87,063 |
| Net assets (£'000) | 85,839 |
| NAV per share (p) | 33.70 |
* Dividends for the year to 30 June 2022 included a special dividend of 1.5 per Share.
The net asset value per Crown Place VCT Share as at 30 June 2022 (being the most recent unaudited NAV per Share published by Crown Place VCT prior to the publication of this document) was 33.70p per Crown Place VCT Share.
There has been no significant change in the financial position of Crown Place VCT since 30 June 2022 (being the last date up to which Crown Place VCT has published audited financial accounts).
Kings Arms Yard VCT has produced annual statutory accounts for the year ended 31 December 2021 as well as half-yearly financial reports for the six-month periods ended 30 June 2021 and 2022 (which contain the information as set out below). BDO LLP of 55 Baker Street, London W1U 7EU reported on the statutory accounts for the financial year ended 31 December 2021 without qualification and without statements under sections 495 to 497 of CA 2006.
The annual report for the year ended 31 December 2021 was prepared in accordance with Financial Reporting Standard 102 and applicable United Kingdom law and the relevant Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts'. The annual report contains a description of Kings Arms Yard VCT's financial condition, changes in financial condition and results of operations for the financial year and is being incorporated by reference and can be accessed at the following website: www. albion.capital.
Where these documents make reference to other documents, such other documents are not incorporated into and do not form part of this Prospectus. Those parts of the annual statutory accounts and half yearly financial reports referred to above which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in this Prospectus.
| Description | Unaudited Half-Year Report for six months ended 30 June 2021 |
December 2021 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2022 |
|---|---|---|---|
| Balance sheet | Page 13 | Page 56 | Page 13 |
| Income statement | Page 12 | Page 55 | Page 12 |
| Statement showing all changes in equity (or equivalent note) |
Page 14 | Page 57 | Page 14 |
| Cash flow statements | Page 15 | Page 58 | Page 15 |
| Accounting policies and notes | Page 16-21 | Page 59-73 | Page 16-21 |
| Auditor's report | N/A | Page Page 49-54 | N/A |
Kings Arms Yard VCT's published annual report and accounts for the year ended 31 December 2021 and the half-yearly financial reports for the six-month periods ended 30 June 2021 and 2022 contain, on the pages specified in the table below, descriptions of its financial condition (in both capital and revenue terms), details of its investment activity and portfolio exposure and changes in its financial condition for each of those periods:
| Description | Unaudited Half-Year Report for six months ended 30 June 2021 |
December 2021 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2022 |
|---|---|---|---|
| Objective | Page 3 | Page 3 | Page 3 |
| Performance summary | Page 4 | Page 4-5 | Page 4 |
| Results and dividend | Page 5 | Page 6 | Page 5 |
| Investment policy | Page 3 | Page 3 | Page 3 |
| Chairman's statement | N/A | Page 6-8 | N/A |
| Strategic Report | N/A | Page 9-19 | N/A |
| Portfolio summary | Page 9-11 | Page 25-27 | Page 9-11 |
| Valuation policy | Page 16 | Page 59 | Page 16 |
The key figures that summarise Kings Arms Yard VCT's financial position in respect of the financial year ended 31 December 2021 and the unaudited six-month periods ended on 30 June 2021 and 2022 which have been extracted without material adjustment from the historical financial information referred to above, are set out in the following table:
| Description | Unaudited Half-Year Report for six months ended 30 June 2021 |
December 2021 Annual Report |
Unaudited Half-Year Report for six months ended 30 June 2022 |
|---|---|---|---|
| Gains on investments (£'000) | 14,355 | 18,327 | 3,507 |
| Investment income (£'000) | 646 | 1,106 | 544 |
| Profit/(loss) on ordinary activities before taxation (£'000) |
12,487 | 16,015 | 2,756 |
| Earnings/(loss) per share (p) | 2.97 | 3.72 | 0.60 |
| Dividends per share (p) | 0.60 | 2.34* | 0.58 |
| Total assets (£'000) | 107,890 | 103,510 | 109,827 |
| Net assets (£'000) | 105,599 | 101,831 | 108,961 |
| NAV per share (p) | 23.99 | 23.05 | 23.07 |
* Dividends for the year to 31 December 2021 included a special dividend of 1.14p per Share.
The net asset value per Kings Arms Yard VCT Share as at 30 June 2022 (being the most recent unaudited NAV per Share published by Kings Arms Yard VCT prior to the publication of this document) was 23.07p per Kings Arms Yard VCT Share.
There has been no significant change in the financial position of Kings Arms Yard VCT since 30 June 2022 (being the last date up to which Kings Arms Yard VCT has published interim unaudited financial information), save for the payment of a special dividend of 1.14p per Share on 29 July 2022.
BDO LLP are members of the Institute of Chartered Accountants in England and Wales.
The following table sets out the average annual total (unaudited) NAV return of the Albion VCTs for the ten years to 30 June 2022, the five years to 30 June 2022, the three years to 30 June 2022 and the year to 30 June 2022, comprising dividends paid and change in net asset value:
| 10 years (p.a.) |
5 years (p.a.) |
3 years (p.a.) |
1 year | |
|---|---|---|---|---|
| Albion Development VCT | 8.9% | 12.3% | 8.4% | 6.3% |
| Albion Enterprise VCT | 11.4% | 11.5% | 8.3% | 6.5% |
| Albion Technology & General VCT | 5.8% | 10.0% | 5.6% | 5.7% |
| Albion Venture Capital Trust | 5.7% | 6.0% | 3.8% | 7.2% |
| Crown Place VCT | 8.0% | 10.0% | 6.8% | 6.1% |
| Kings Arms Yard VCT | 10.5% | 7.5% | 7.6% | 5.8% |
The following table sets out the annual return (unaudited and comprising change in net asset value and dividends paid per share) for each of the Companies for each of the 5 years to 30 June 2022:
| 01/07/2017 to 30/06/2018 |
01/07/2018 to 30/06/2019 |
01/07/2019 to 30/06/2020 |
01/07/2020 to 30/06/2021 |
01/07/2021 to 30/06/2022 |
|
|---|---|---|---|---|---|
| Albion Development VCT | 19.1% | 10.7% | -1.7% | 21.6% | 6.3% |
| Albion Enterprise VCT | 17.3% | 9.9% | -1.7% | 20.8% | 6.5% |
| Albion Technology & General VCT | 11.7% | 17.5% | -3.9% | 16.7% | 5.7% |
| Albion Venture Capital Trust | 7.7% | 10.3% | -3.2% | 8.7% | 7.2% |
| Crown Place VCT | 14.6% | 11.3% | -0.4% | 15.9% | 6.1% |
| Kings Arms Yard VCT | 9.3% | 4.4% | -4.6% | 23.6% | 5.8% |
Performance for the year to 30 June 2020 was affected by a cautious approach to valuations due to the Covid-19 pandemic.
Set out below are the largest investments of each Company as at the date of this document (the percentages of GAV being as at 30 June 2022) which have an aggregate value for each Company of at least 50 per cent. of its respective gross assets and/or where they have an individual value of greater than 5 per cent. of its respective gross assets. The following information is unaudited.
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Quantexa Limited | FinTech | Equity | 2,101 | 14,911 | 12.8% |
| Egress Software Technologies Limited |
Software & technology |
Equity | 2,332 | 8,402 | 7.2% |
| Proveca Limited | Healthcare (including digital healthcare) |
Equity | 1,058 | 5,990 | 5.1% |
| Proveca Limited | Healthcare (including digital healthcare) |
Loan Stock | 771 | 1,469 | 1.3% |
| Oviva AG | Healthcare (including digital healthcare) |
Equity | 2,601 | 4,912 | 4.2% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Equity | - | 1,336 | 1.1% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Loan Stock | 1,560 | 1,732 | 1.5% |
| Black Swan Data Limited | Software & technology |
Equity | 2,934 | 2,909 | 2.5% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Equity | 549 | 1,616 | 1.4% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Loan Stock | 858 | 1,180 | 1.0% |
| Chonais River Hydro Limited | Renewable energy | Equity | 495 | 1,049 | 0.9% |
| Chonais River Hydro Limited | Renewable energy | Loan Stock | 1,210 | 1,334 | 1.1% |
| The Street by Street Solar Programme Limited |
Renewable energy | Equity | 414 | 882 | 0.8% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| The Street by Street Solar Programme Limited |
Renewable energy |
Loan Stock | 877 | 1,440 | 1.2% |
| Cantab Research Limited (T/A Speechmatics) |
Software & technology |
Equity | 1,337 | 2,130 | 1.8% |
| Regenerco Renewable Energy Limited |
Renewable energy |
Equity | 377 | 631 | 0.5% |
| Regenerco Renewable Energy Limited |
Renewable energy |
Loan Stock | 827 | 1,337 | 1.1% |
| Panaseer Limited | FinTech | Equity | 1,122 | 1,656 | 1.4% |
| The Voucher Market Limited (T/A WeGift) |
FinTech | Equity | 1,259 | 1,544 | 1.3% |
| Aridhia Informatics Limited | Software & technology |
Equity | 550 | 563 | 0.5% |
| Aridhia Informatics Limited | Software & technology |
Loan stock | 579 | 814 | 0.7% |
| Healios Limited | Healthcare (including digital healthcare) |
Equity | 847 | 1,369 | 1.2% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Quantexa Limited | FinTech | Equity | 2,108 | 14,530 | 12.1% |
| Egress Software Technologies Limited |
Software & technology |
Equity | 3,365 | 12,121 | 10.1% |
| Proveca Limited | Healthcare (including digital healthcare) |
Equity | 868 | 4,878 | 4.1% |
| Proveca Limited | Healthcare (including digital healthcare) |
Loan Stock | 644 | 1,222 | 1.0% |
| Oviva AG | Healthcare (including digital healthcare) |
Equity | 2,601 | 4,912 | 4.1% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Equity | - | 1,481 | 1.2% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Loan Stock | 1,729 | 1,919 | 1.6% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Equity | 623 | 1,695 | 1.4% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Loan Stock | 854 | 1,171 | 1.0% |
| Cantab Research Limited (t/a Speechmatics) |
Software & technology |
Equity | 1,359 | 2,165 | 1.8% |
| Black Swan Data Limited | Software & technology |
Equity | 1,967 | 2,107 | 1.8% |
| Regenerco Renewable Energy Limited |
Renewable energy | Equity | 394 | 662 | 0.6% |
| Regenerco Renewable Energy Limited |
Renewable energy | Loan Stock | 866 | 1,394 | 1.2% |
| Gravitee TopCo Limited (t/a Gravitee.io) |
Software & technology |
Equity | 1,431 | 1,798 | 1.5% |
| The Voucher Market Limited (T/A WeGift) |
FinTech | Equity | 1,396 | 1,723 | 1.4% |
| Elliptic Enterprises Limited | FinTech | Equity | 1,219 | 1,673 | 1.4% |
| Healios Limited | Healthcare (including digital healthcare) |
Equity | 1,134 | 1,656 | 1.4% |
| The Street by Street Solar Programme Limited |
Renewable energy | Equity | 287 | 611 | 0.5% |
| The Street by Street Solar Programme Limited |
Renewable energy | Loan Stock | 605 | 994 | 0.8% |
| Aridhia Informatics Limited | Healthcare (including digital healthcare) |
Equity | 606 | 620 | 0.5% |
| Aridhia Informatics Limited | Healthcare (including digital healthcare) |
Loan Stock | 638 | 896 | 0.7% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Quantexa Limited | FinTech | Equity | 2,740 | 16,933 | 13.2% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Equity | - | 2,321 | 1.8% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Loan Stock | 2,710 | 3,008 | 2.3% |
| Oviva AG | Healthcare (including digital healthcare) |
Equity | 2,694 | 5,086 | 4.0% |
| Proveca Limited | Healthcare (including digital healthcare) |
Equity | 663 | 3,663 | 2.9% |
| Proveca Limited | Healthcare (including digital healthcare) |
Loan Stock | 521 | 966 | 0.8% |
| Cantab Research Limited (T/A Speechmatics) |
Software & technology |
Equity | 2,901 | 4,621 | 3.6% |
| Chonais River Hydro Limited | Renewable energy |
Equity | 1,179 | 3,084 | 2.4% |
| Chonais River Hydro Limited | Renewable energy |
Loan Stock | 990 | 1,092 | 0.9% |
| Black Swan Data Limited | Software & technology |
Equity | 4,221 | 3,845 | 3.0% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Equity | 594 | 1,777 | 1.4% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Loan Stock | 953 | 1,312 | 1.0% |
| Elliptic Enterprises Limited | FinTech | Equity | 2,156 | 2,960 | 2.3% |
| Egress Software Technologies Limited |
Software & technology |
Equity | 765 | 2,755 | 2.1% |
| The Voucher Market Limited (T/A WeGift) |
FinTech | Equity | 2,101 | 2,692 | 2.1% |
| Gharagain River Hydro Limited | Renewable energy |
Equity | 966 | 1,821 | 1.4% |
| Gharagain River Hydro Limited | Renewable energy |
Loan Stock | 560 | 560 | 0.4% |
| Oxsensis Limited | Software & technology |
Equity | 3,484 | 2,320 | 1.8% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Panaseer Limited | FinTech | Equity | 1,122 | 1,656 | 1.3% |
| TransFICC Limited | FinTech | Equity | 1,275 | 1,652 | 1.3% |
| The Street by Street Solar Programme Limited |
Renewable energy |
Equity | 205 | 573 | 0.4% |
| The Street by Street Solar Programme Limited |
Renewable energy |
Loan Stock | 689 | 935 | 0.7% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Chonais River Hydro Limited | Renewable energy |
Equity | 947 | 2,066 | 3.1% |
| Chonais River Hydro Limited | Renewable energy |
Loan Stock | 2,127 | 2,346 | 3.6% |
| Cantab Research Limited (T/A Speechmatics) |
Software & technology |
Equity | 2,234 | 3,558 | 5.4% |
| Elliptic Enterprises Limited | FinTech | Equity | 1,913 | 2,626 | 4.0% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Equity | - | 1,079 | 1.6% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Loan Stock | 1,259 | 1,398 | 2.1% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Equity | 566 | 1,459 | 2.2% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Loan Stock | 705 | 966 | 1.5% |
| Seldon Technologies Limited | Software & technology |
Equity | 902 | 902 | 1.4% |
| Seldon Technologies Limited | Software & technology |
Loan Stock | 1,310 | 1,310 | 2.0% |
| Gravitee Topco Limited (T/A Gravitee.io) |
Software & technology |
Equity | 1,524 | 1,915 | 2.9% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Gharagain River Hydro Limited | Renewable energy |
Equity | 460 | 992 | 1.5% |
| Gharagain River Hydro Limited | Renewable energy |
Loan Stock | 903 | 903 | 1.4% |
| The Voucher Market Limited (T/A WeGift) |
FinTech | Equity | 1,429 | 1,855 | 2.8% |
| NuvoAir Holdings Inc. | Healthcare (including digital healthcare) |
Equity | 943 | 1,389 | 2.1% |
| TransFICC Limited | FinTech | Equity | 1,025 | 1,296 | 2.0% |
| Beddlestead Limited | Other (including Education) |
Equity | 465 | 396 | 0.6% |
| Beddlestead Limited | Other (including Education) |
Loan Stock | 677 | 895 | 1.4% |
| Threadneedle Software Holdings Limited (T/A Solidatus) |
FinTech | Equity | 1,262 | 1,262 | 1.9% |
| The Street by Street Solar Programme Limited |
Renewable energy |
Equity | 126 | 460 | 0.7% |
| The Street by Street Solar Programme Limited |
Renewable energy |
Loan Stock | 549 | 752 | 1.1% |
| Healios Limited | Healthcare (including digital healthcare) |
Equity | 678 | 1,017 | 1.5% |
| uMotif Limited | Healthcare (including digital healthcare) |
Equity | 1,078 | 984 | 1.5% |
| Alto Prodotto Wind Limited | Renewable energy |
Equity | 144 | 431 | 0.7% |
| Alto Prodotto Wind Limited | Renewable energy |
Loan Stock | 353 | 443 | 0.7% |
| MHS1 Limited | Other (including Education) |
Equity | - | - | -% |
| MHS1 Limited | Other (including Education) |
Loan Stock | 1,026 | 857 | 1.3% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Quantexa Limited | FinTech | Equity | 1,797 | 10,119 | 11.6% |
| Proveca Limited | Healthcare (including digital healthcare) |
Equity | 557 | 3,119 | 3.6% |
| Proveca Limited | Healthcare (including digital healthcare) |
Loan Stock | 417 | 790 | 0.9% |
| Oviva AG | Healthcare (including digital healthcare) |
Equity | 1,766 | 3,332 | 3.8% |
| Chonais River Hydro Limited | Renewable energy |
Equity | 999 | 2,691 | 3.1% |
| Chonais River Hydro Limited | Renewable energy |
Loan Stock | 550 | 607 | 0.7% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Equity | - | 1,363 | 1.6% |
| Radnor House School (TopCo) Limited |
Other (including Education) |
Loan Stock | 1,592 | 1,767 | 2.0% |
| Cantab Research Limited (T/A Speechmatics) |
Software & technology |
Equity | 1,521 | 2,423 | 2.8% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Equity | 517 | 1,423 | 1.6% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Loan Stock | 723 | 992 | 1.1% |
| The Voucher Market Limited (T/A WeGift) |
FinTech | Equity | 1,652 | 2,132 | 2.4% |
| Gharagain River Hydro Limited | Renewable energy |
Equity | 843 | 1,534 | 1.8% |
| Gharagain River Hydro Limited | Renewable energy |
Loan Stock | 273 | 273 | 0.3% |
| Elliptic Enterprises Limited | Software & technology |
Equity | 1,114 | 1,529 | 1.8% |
| Gravitee Topco Limited (T/A Gravitee.io) |
Software & technology |
Equity | 1,140 | 1,432 | 1.6% |
| Black Swan Data Limited | Software & technology |
Equity | 1,298 | 1,355 | 1.6% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| TransFICC Limited | FinTech | Equity | 1,066 | 1,275 | 1.5% |
| Threadneedle Software Holdings Limited (T/A Solidatus) |
FinTech | Equity | 1,239 | 1,239 | 1.4% |
| Beddlestead Limited | Other (including Education) |
Equity | 420 | 358 | 0.4% |
| Beddlestead Limited | Other (including Education) |
Loan Stock | 640 | 846 | 1.0% |
| Egress Software Technologies Limited |
Software & technology |
Equity | 306 | 1,102 | 1.3% |
| Healios Limited | Healthcare (including digital healthcare) |
Equity | 688 | 1,081 | 1.2% |
| NuvoAir Holdings Inc. | Healthcare (including digital healthcare) |
Equity | 707 | 1,040 | 1.2% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| Proveca Limited | Healthcare (including digital healthcare) |
Equity | 1,332 | 7,684 | 7.0% |
| Proveca Limited | Healthcare (including digital healthcare) |
Loan stock | 928 | 1,783 | 1.6% |
| Quantexa Limited | FinTech | Equity | 1,329 | 9,126 | 8.3% |
| Egress Software Technologies Limited |
Software & technology |
Equity | 1,644 | 5,923 | 5.4% |
| Chonais River Hydro Limited | Renewable energy |
Equity | 705 | 1,495 | 1.4% |
| Chonais River Hydro Limited | Renewable energy |
Loan Stock | 1,723 | 1,899 | 1.7% |
| Oviva AG | Healthcare (including digital healthcare) |
Equity | 1,489 | 2,806 | 2.6% |
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Equity | 501 | 1,212 | 1.1% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| The Evewell Group Limited | Healthcare (including digital healthcare) |
Loan Stock | 556 | 759 | 0.7% |
| Gravitee Topco Limited (T/A Gravitee.io) |
Software & technology |
Equity | 1,561 | 1,961 | 1.8% |
| Black Swan Data Limited | Software & technology |
Equity | 1,760 | 1,885 | 1.7% |
| The Street by Street Solar Programme Limited |
Renewable energy |
Equity | 333 | 710 | 0.6% |
| The Street by Street Solar Programme Limited |
Renewable energy |
Loan Stock | 707 | 1,161 | 1.1% |
| Academia Inc. | Software & technology |
Equity | 351 | 1,766 | 1.6% |
| Sift Limited | Software & technology |
Equity | 2,119 | 1,557 | 1.4% |
| Sift Limited | Software & technology |
Loan Stock | 98 | 78 | 0.1% |
| Regenerco Renewable Energy Limited |
Renewable energy |
Equity | 310 | 518 | 0.5% |
| Regenerco Renewable Energy Limited |
Renewable energy |
Loan Stock | 678 | 1,093 | 1.0% |
| Toqio Fintech Holdings Limited | FinTech | Equity | 1,498 | 1,498 | 1.4% |
| TransFICC Limited | FinTech | Equity | 1,305 | 1,453 | 1.3% |
| Cantab Research Limited (T/A Speechmatics) |
Software & technology |
Equity | 898 | 1,431 | 1.3% |
| NuvoAir Holdings Inc. | Healthcare (including digital healthcare) |
Equity | 971 | 1,430 | 1.3% |
| The Voucher Market Limited (T/A WeGift) |
FinTech | Equity | 1,164 | 1,373 | 1.3% |
| Alto Prodotto Wind Limited | Renewable energy |
Equity | 333 | 643 | 0.6% |
| Alto Prodotto Wind Limited | Renewable energy |
Loan Stock | 438 | 653 | 0.6% |
| Healios Limited | Healthcare (including digital healthcare) |
Equity | 684 | 1,100 | 1.0% |
| Company | Sector | Type | Cost £'000 |
Valuation £'000 |
%GAV |
|---|---|---|---|---|---|
| PeakData AG | Healthcare (including digital healthcare) |
Equity | 1,009 | 1,045 | 1.0% |
| PerchPeek Limited | Software & technology |
Equity | 1,038 | 1,038 | 0.9% |
| Company | Activity | Investment date |
Cost | Book value at 30 June 2022 |
Revenue growth from time of investment |
Employee growth from time of investment |
|---|---|---|---|---|---|---|
| Quantexa Limited |
Uses big data analytics and artificial intelligence to help its banking, insurance and government customers detect financial crime |
2017 | £10.1m | £65.6m | >30x | 30 to over 400 |
| Proveca Limited | European speciality pharmaceutical company focused on children's medicines |
2012 | £7.7m | £31.6m | Invested pre revenue. Now > £14m |
4 to 50 |
| Egress Software Technologies Limited |
Leading cloud encryption platform ensuring data security for email, file transfer and collaboration environments |
2014 | £8.4m | £30.3m | >17x | 23 to over 300 |
The following table sets out further information on the largest three investments across the Companies:
Another company which has seen significant growth is Oviva AG, a leading European digital health business providing medical nutritional counselling, focusing on obesity and type 2 diabetes. Albion Capital co-led a £3 million seed round in September 2016, when annual revenue was less than £1 million, co-led an \$8 million Series A round in September 2017 and subsequently participated in a \$20 million Series B round in December 2019 and an \$80 million Series C round in August 2021, when annual revenue was in excess of £10 million. The Albion VCTs have invested c. £11 million in total, with a total holding value at 30 June 2022 in excess of £21 million.
Current target sectors for new investments include:
| Albion Development VCT % |
Albion Enterprise VCT % |
Albion Technology & General VCT % |
Albion Venture Capital Trust % |
Crown Place VCT % |
Kings Arms Yard VCT % |
Total % |
|
|---|---|---|---|---|---|---|---|
| Healthcare (including |
|||||||
| digital healthcare) | 19 | 19 | 15 | 10 | 17 | 19 | 17 |
| Fintech | 17 | 17 | 20 | 11 | 19 | 12 | 17 |
| Other software & technology |
21 | 24 | 20 | 15 | 16 | 21 | 20 |
| Renewable energy | 8 | 5 | 8 | 16 | 9 | 10 | 9 |
| Other (including Education) |
4 | 4 | 8 | 10 | 6 | 1 | 5 |
| Cash | 31 | 31 | 29 | 38 | 33 | 37 | 32 |
| Total | 100 | 100 | 100 | 100 | 100 | 100 | 100 |
| Albion Development VCT % |
Albion Enterprise VCT % |
Albion Technology & General VCT % |
Albion Venture Capital Trust % |
Crown Place VCT % |
Kings Arms Yard VCT % |
Total % |
|
|---|---|---|---|---|---|---|---|
| Under 20 | 3 | 2 | 4 | 7 | 4 | 3 | 4 |
| 21-50 | 13 | 14 | 16 | 20 | 15 | 11 | 14 |
| 51-100 | 9 | 11 | 10 | 18 | 13 | 16 | 12 |
| 101+ | 64 | 65 | 58 | 30 | 55 | 54 | 57 |
| Renewable energy | 11 | 8 | 12 | 25 | 13 | 16 | 13 |
| Total | 100 | 100 | 100 | 100 | 100 | 100 | 100 |
| Albion Development VCT % |
Albion Enterprise VCT % |
Albion Technology & General VCT % |
Albion Venture Capital Trust % |
Crown Place VCT % |
Kings Arms Yard VCT % |
Total % |
|
|---|---|---|---|---|---|---|---|
| Early stage | |||||||
| (revenue <£1m) | 9 | 8 | 8 | 17 | 9 | 12 | 10 |
| Growth (revenue | |||||||
| between £1m and £5m) | 14 | 11 | 20 | 32 | 20 | 16 | 18 |
| Scale up | |||||||
| (revenue >£5m) | 77 | 81 | 72 | 51 | 71 | 72 | 73 |
| Total | 100 | 100 | 100 | 100 | 100 | 100 | 100 |
The following table sets out information on selected exits:
| Company | Amount invested |
Holding period |
Date of sale | Acquirer | Total return to Albion VCTs (unaudited) |
|---|---|---|---|---|---|
| Credit Kudos | £3.0m | 2 years | March 2022 | Apple Inc. | 5x |
| MyMeds&Me | £3.3m | 9 years | March 2022 | Stanley Capital | 4x |
| Phrasee | £4.0m | 3.5 years | March 2022 | D Capital | 3.5x |
Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
This power shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.
| Director | Albion Development VCT No. of Ordinary Shares |
% of issued Albion Development VCT voting Share capital |
|---|---|---|
| Ben Larkin | 445,958 | 0.36% |
| Lyn Goleby | 34,890 | 0.03% |
| Lord O'Shaughnessy | 13,068 | 0.01% |
| Patrick Reeve | 178,887 | 0.14% |
In addition to the above, as at 7 October 2022, Albion Capital, of which Patrick Reeve is Chairman, holds 56,360 Albion Development VCT Shares.
It is estimated that the aggregate amount payable to the Albion Development VCT Directors by Albion Development VCT for the financial period ending on 31 December 2022 under the arrangements in force at the date of this document will not exceed £80,000 (plus payments in relation to out-of-pocket expenses). For the year ended 31 December 2021, Ben Larkin received £24,000, Lyn Goleby received £23,000 and Lord O'Shaughnessy received £22,000. The Albion Development VCT Directors receive no other benefits in addition to their fees detailed above.
(h) None of the Albion Development VCT Directors have any convictions in relation to fraudulent offences during the previous five years.
(i) Save for those companies which have an asterisk alongside their name in Part I above (which were voluntarily struck off the Register of Companies at Companies House), there were no bankruptcies, receiverships or liquidations of any companies or partnerships where any of the Albion Development VCT Directors were acting as (i) a member of the administrative, management or supervisory body, (ii) a partner with unlimited liability, in the case of a limited partnership with a share capital, (iii) a founder where the company had been established for fewer than five years or (iv) a senior manager during the previous five years.
Save as disclosed in this paragraph, Albion Development VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Albion Development VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Albion Development VCT has any obligation or entitlement which is material to Albion Development VCT as at the date of this document:
(a) A Management Agreement dated 19 July 2021 (which replaced the Management Agreement entered into on 10 December 1998 in order to reflect current regulatory and statutory provisions and current market practice) pursuant to which the Manager provides discretionary investment management and administration services to Albion Development VCT.
Under the Management Agreement, the Manager is paid an annual management fee equal to 2.25 per cent. of Albion Development VCT's net assets which is paid quarterly in arrears.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 2.5 per cent. of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds RPI plus 2 per cent. per Albion Development VCT Share per annum from a base on 1 January 2019 of 84.7 pence. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 20 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Development VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Development VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager ceases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Development VCT as provided under Albion Development VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with Albion Development VCT normal accounting policies, with any disputes being referred to Albion Development VCT's auditors.
The annual management fees will be charged as to 90 per cent. against capital reserves for accounting purposes, with the balance and all other expenses (other than expenses which are incidental to the purchase or disposal of an investment) being charged against revenue. 100 per cent. of any performance fees payable to the Manager and expenses which are incidental to the purchase or disposal of an investment will be charged against capital reserves.
Assuming (i) the Offer is fully subscribed, including the over-allotment facility, and (ii) a fee of 2.5 per cent. of the gross proceeds of the relevant Offer applies to all subscriptions, under the October 2022 Offer Agreement the Manager will be entitled to, in the case of Albion Development VCT, a commission of £325,000, which represents 0.28 per cent. of the net assets of Albion Development VCT as at 30 June 2022 (being the latest date up to which Albion Development VCT has published interim unaudited financial information).
(e) An allocation of investments agreement dated 15 July 2019 (the "Allocation Agreement") between the Manager and the Albion VCTs, pursuant to which the parties have agreed how the allocation of investment opportunities will be regulated. This agreement provides that where more than one Albion VCT wishes to invest in an investee company, the allocation shall be made in accordance with the ratio of funds available for investment, save that (i) where an Albion VCT has less than 85 per cent. of its holdings being qualifying, such weighting shall be increased to 1.5 times or (ii) where an Albion VCT is in the process of disposing an investment, such expected funds shall have a weighting reduced to 0.5 times.
The current dividend target of Albion Development VCT per Albion Development VCT Share is to pay 2.5 per cent. of the most recently announced net asset value per share when the dividend is announced twice a year, thereby targeting an annual dividend yield of around 5 per cent., but this cannot be guaranteed.
The Manager has agreed to meet any permissible annual trail commission payments and pay the expenses of the Offer. If the maximum of £8.0 million, ignoring the over-allotment facility, is raised for Albion Development VCT, the net proceeds of the Albion Development VCT Offer will amount to approximately £7.8 million. The issue premium on an Albion Development VCT Share will be the difference between the issue price of the Albion Development VCT Shares under the Albion Development VCT Offer and the nominal value of an Albion Development VCT Share of £0.01.
Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
This power shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.
| Director | Albion Enterprise VCT No. of Shares |
% of issued Albion Enterprise VCT voting Share capital |
|---|---|---|
| Maxwell Packe | 547,852 | 0.61% |
| Christopher Burrows | 197,850 | 0.22% |
| Rhodri Whitlock | 15,569 | 0.02% |
| Philippa Latham | 11,389 | 0.01% |
| Patrick Reeve | 97,639 | 0.11% |
In addition to the above, as at 7 October 2022, Albion Capital, of which Patrick Reeve is Chairman, holds 22,168 Albion Enterprise VCT Shares
It is estimated that the aggregate amount payable to the Albion Enterprise VCT Directors by Albion Enterprise VCT for the financial period ending on 31 March 2023 under the arrangements in force at the date of this document will not exceed £100,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 31 March 2022, Maxwell Packe received £24,000, former director The Dowager Lady Balfour of Burleigh received £8,000, Rhodri Whitlock received £23,000, Christopher Burrows received £22,000 and Philippa Latham received £13,000. The Albion Enterprise VCT Directors receive no other remuneration benefits in addition to their fees detailed above.
Save as disclosed in this paragraph, Albion Enterprise VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Albion Enterprise VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Albion Enterprise VCT has any obligation or entitlement which is material to Albion Enterprise VCT as at the date of this document:
(a) A Management Agreement dated 19 July 2021 (which replaced the Management Agreement dated 8 December 2006 in order to reflect current regulatory and statutory provisions and current market practice) pursuant to which the Manager provides discretionary investment management and administration services to Albion Enterprise VCT.
Under the Management Agreement, the Manager is paid an annual management fee equal to 2 per cent. of Albion Enterprise VCT's net assets which is paid quarterly in arrears. In addition, the Manager is paid an administration fee of 0.2 per cent. of Albion Enterprise VCT's net assets.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 2.5 per cent. of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds the higher of (i) RPI plus 2 per cent per annum per Share and (ii) base rate plus 2 per cent. per annum per Share. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 20 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Enterprise VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Enterprise VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager ceases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Enterprise VCT as provided under Albion Enterprise VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with Albion Enterprise VCT's normal accounting policies, with any disputes being referred to Albion Enterprise VCT's auditors.
The annual management fees will be charged as to 90 per cent. against capital reserves for accounting purposes, with the balance and all other expenses (other than expenses which are incidental to the purchase or disposal of an investment) being charged against revenue. 100 per cent. of any performance fees payable to the Manager and expenses which are incidental to the purchase or disposal of an investment will be charged against capital reserves.
Assuming (i) the Offer is fully subscribed, including the over-allotment facility, and (ii) a fee of 2.5 per cent. of the gross proceeds of the relevant Offer applies to all subscriptions, under the October 2022 Offer Agreement the Manager will be entitled to, in the case of Albion Enterprise VCT, a commission of £412,500, which represents 0.35 per cent. of the net assets of Albion Enterprise VCT as at 31 March 2022 (being the latest date up to which Albion Enterprise VCT has published audited financial information).
The current dividend target of Albion Enterprise VCT per Albion Enterprise VCT Share is to pay 2.5 per cent. of the most recently announced net asset value per share when the dividend is announced twice a year, thereby targeting an annual dividend yield of around 5 per cent., but this cannot be guaranteed.
(b) Albion Capital is the promoter of the Offers. Save as disclosed in paragraph 4(d) of Section A above, no amount of cash, securities or benefits has been paid, issued or given to the Manager in relation to the Offers and none is intended to be given.
(c) The costs of Albion Enterprise VCT's Offer, including irrecoverable VAT and permissible annual trail commission, will be paid by the Manager out of its fee of 2.5 per cent. of the gross proceeds of the Offer. The Manager has agreed to meet any permissible annual trail commission payments and pay the expenses of the Offer. If the maximum of £8.5 million, ignoring the over-allotment facility, is raised for Albion Enterprise VCT, the net proceeds of the Albion Enterprise VCT Offer will amount to approximately £8.3 million. The issue premium on an Albion Enterprise VCT Share will be the difference between the issue price of the Albion Enterprise VCT Shares under the Albion Enterprise VCT Offer and the nominal value of an Albion Enterprise VCT Share of £0.01.
Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
This power shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.
| Director | Albion Technology & General VCT No. of Shares |
% of issued Albion Technology & General VCT voting Share capital |
|---|---|---|
| Robin Archibald | 39,618 | 0.02% |
| Mary Anne Cordeiro | 7,287 | 0.00% |
| Margaret Payn | 7,246 | 0.00% |
| Clive Richardson | - | - |
| Patrick Reeve | 627,691 | 0.39% |
In addition to the above, as at 7 October 2022, Albion Capital, of which Patrick Reeve is Chairman, holds 38,198 Albion Technology & General VCT Shares.
It is estimated that the aggregate amount payable to the Albion Technology & General VCT Directors by Albion Technology & General VCT for the financial period ending on 31 December 2022 under the arrangements in force at the date of this document will not exceed £100,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 31 December 2021, former chairman Neil Cross received £11,176, Robin Archibald received £26,690, former director Modwenna Rees-Mogg received £16,932, Mary Anne Cordeiro received £23,500 and Margaret Payn received £24,690. The Albion Technology & General VCT Directors receive no other benefits in addition to their fees detailed above.
(j) There have been no official public incriminations of and/or sanctions on any Albion Technology & General VCT Director by statutory or regulatory authorities (including designated professional bodies) and no Albion Technology & General VCT Director has ever been disqualified by a Court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company during the previous five years.
Save as disclosed in this paragraph, Albion Technology & General VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Albion Technology & General VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Albion Technology & General VCT has any obligation or entitlement which is material to Albion Technology & General VCT as at the date of this document:
(a) A Management Agreement dated 19 July 2021 (which replaced the Management Agreement dated 14 December 2000 in order to reflect current regulatory and statutory provisions and current market practice), as subsequently varied by a deed of variation dated 13 April 2022, pursuant to which the Manager provides discretionary investment management and administration services to Albion Technology & General VCT.
Under the Management Agreement, the Manager is paid an annual fee equal to 2.0 per cent. of Albion Technology & General VCT's net assets which is paid quarterly in arrears. In addition, the Manager is paid an administration fee of 0.2 per cent. of Albion Technology & General VCT's net assets, subject to a maximum fee of £200,000 per annum and a minimum fee of £50,000 per annum.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 2.75 per cent. of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds 5 per cent. per annum per Share over a rolling five year period. To the extent that the total return exceeds the threshold over the relevant five year period, a performance fee will be paid to the Manager of an amount equal to 15 per cent. of the excess, measured on the weighted average number of shares in issue during the five year period.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Technology & General VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Technology & General VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager ceases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Technology & General VCT as provided under Albion Technology & General VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with Albion Technology & General VCT's normal accounting policies, with any disputes being referred to Albion Technology & General VCT's auditors.
The annual management fees will be charged as to 90 per cent. against capital reserves for accounting purposes, with the balance and all other expenses (other than expenses which are incidental to the purchase or disposal of an investment) being charged against revenue. 100 per cent. of any performance fees payable to the Manager and expenses which are incidental to the purchase or disposal of an investment will be charged against capital reserves.
Assuming (i) the Offer is fully subscribed, including the over-allotment facility, and (ii) a fee of 2.5 per cent. of the gross proceeds of the relevant Offer applies to all subscriptions, under the October 2022 Offer Agreement the Manager will be entitled to, in the case of Albion Technology & General VCT, a commission of £387,500, which represents 0.31 per cent. of the net assets of Albion Technology & General VCT as at 30 June 2022 (being the latest date up to which Albion Technology & General VCT has published interim unaudited financial information).
The current dividend target of Albion Technology & General VCT per Albion Technology & General VCT Share is to pay 2.5 per cent. of the most recently announced net asset value per share when the dividend is announced twice a year, thereby targeting an annual dividend yield of around 5 per cent., but this cannot be guaranteed.
(b) Albion Capital is the promoter of the Offers. Save as disclosed in paragraph 4(d) of Section A above, no amount of cash, securities or benefits has been paid, issued or given to the Manager in relation to the Offers and none is intended to be given.
(c) The costs of Albion Technology & General VCT's Offer, including irrecoverable VAT and permissible annual trail commission, will be paid by the Manager out of its fee of 2.5 per cent. of the gross proceeds of the Offer. The Manager has agreed to meet any permissible annual trail commission payments and pay the expenses of the Offer. If the maximum of £8.5 million, ignoring the over-allotment facility, is raised for Albion Technology & General VCT, the net proceeds of the Albion Technology & General VCT Offer will amount to approximately £8.3 million. The issue premium on an Albion Technology & General VCT Share will be the difference between the issue price of the Albion Technology & General VCT Shares under the Albion Technology & General VCT Offer and the nominal value of an Albion Technology & General VCT Share of £0.01.
Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
This power shall expire 15 months from the date that this resolution is passed, or, if earlier, the conclusion of the next Annual General Meeting of the Company save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.
| Director | Albion Venture Capital Trust No. of Shares |
% of issued Albion Venture Capital Trust voting Share capital |
|---|---|---|
| Richard Glover | 88,681 | 0.07% |
| Ann Berresford | 15,765 | 0.01% |
| Richard Wilson | 25,000 | 0.02% |
| Neeta Patel | - | -% |
It is estimated that the aggregate amount payable to the Albion Venture Capital Trust Directors by Albion Venture Capital Trust for the financial period ending on 31 March 2023 under the arrangements in force at the date of this document will not exceed £105,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 31 March 2022, Richard Glover received £27,000, former audit committee chairman John Kerr received £24,000, Ann Berresford received £22,000 and Richard Wilson received £22,000. The Albion Venture Capital Trust Directors receive no other benefits in addition to their fees detailed above.
Save as disclosed in this paragraph, Albion Venture Capital Trust has not entered, other than in the ordinary course of business, into any contract which is or may be material to Albion Venture Capital Trust within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Albion Venture Capital Trust has any obligation or entitlement which is material to Albion Venture Capital Trust as at the date of this document:
(a) A Management Agreement dated 19 July 2021 (which replaced the Management Agreement dated 13 February 1996 in order to reflect current regulatory and statutory provisions and current market practice) pursuant to which the Manager provides discretionary investment management and administration services to Albion Venture Capital Trust.
Under the Management Agreement, the Manager is paid an annual fee equal to 1.9 per cent. of Albion Venture Capital Trust's net assets which is paid quarterly in arrears. In addition the Manager is paid an annual secretarial and administration fee of £55,000, increased annually by RPI.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 2.5 per cent. of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds RPI + 2 per cent. per annum per Share from a base of 79 pence per share at 1 April 2019. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 15 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Albion Venture Capital Trust fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Albion Venture Capital Trust without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager ceases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Albion Venture Capital Trust as provided under Albion Venture Capital Trust's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fee paid to the Manager, the values of the investments are calculated in accordance with Albion Venture Capital Trust's normal accounting policies, with any disputes being referred to Albion Venture Capital Trust's auditors.
The annual management fees will be charged as to 90 per cent. against capital reserves for accounting purposes, with the balance and all other expenses (other than expenses which are incidental to the purchase or disposal of an investment) being charged against revenue. 100 per cent. of any performance fees payable to the Manager and expenses which are incidental to the purchase or disposal of an investment will be charged against capital reserves.
Assuming (i) the Offer is fully subscribed, including the over-allotment facility, and (ii) a fee of 2.5 per cent. of the gross proceeds of the relevant Offer applies to all subscriptions, under the October 2022 Offer Agreement the Manager will be entitled to, in the case of Albion Venture Capital Trust, a commission of £275,000, which represents 0.43 per cent. of the net assets of Albion Venture Capital Trust as at 31 March 2022 (being the latest date up to which Albion Venture Capital Trust has published audited financial information).
The current dividend target of Albion Venture Capital Trust per Albion Venture Capital Trust Share is to pay 2.5 per cent. of the most recently announced net asset value per share when the dividend is announced twice a year, thereby targeting an annual dividend yield of around 5 per cent., but this cannot be guaranteed.
(d) Albion Venture Capital Trust is not aware of any major Shareholders and no Shareholders of Albion Venture Capital Trust have different voting rights. To the best of the knowledge and belief of the Albion Venture Capital Trust Directors, Albion Venture Capital Trust is not directly or indirectly controlled by any other party and, as at 7 October 2022 (being the latest practicable date prior to the publication of this document) there are no arrangements in place that may, at a subsequent date, result in a change of control of Albion Venture Capital Trust.
(e) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Albion Venture Capital Trust is aware) during the previous 12 months which may have, or have had in the recent past, significant effects on Albion Venture Capital Trust's financial position or profitability.
Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.
| Director | Crown Place VCT No. of Shares |
% of issued Crown Place VCT voting Share capital |
|---|---|---|
| Penny Freer | 95,386 | 0.04% |
| James Agnew | 83,987 | 0.03% |
| Pam Garside | 98,256 | 0.04% |
| Ian Spence | 35,434 | 0.01% |
It is estimated that the aggregate amount payable to the Crown Place VCT Directors by Crown Place VCT for the financial period ending on 30 June 2023 under the arrangements in force at the date of this document will not exceed £100,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 30 June 2022, Penny Freer received £26,625, James Agnew received £24,875, and Pam Garside and Ian Spence received £23,125. The Crown Place VCT Directors receive no other remuneration benefits in addition to their fees detailed above.
Save as disclosed in this paragraph, Crown Place VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Crown Place VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Crown Place VCT has any obligation or entitlement which is material to Crown Place VCT as at the date of this document:
(a) A Management Agreement dated 19 July 2021 (which replaced the Management Agreement dated 8 July 2005 in order to reflect current regulatory and statutory provisions and current market practice) pursuant to which the Manager provides discretionary investment management and administration services to Crown Place VCT.
Under the Management Agreement, the Manager is paid an annual fee equal to 1.75 per cent. of Crown Place VCT's net assets which is paid quarterly in arrears.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 3.0 per cent. of the Company's net assets, with any excess being met by the manager by way of a reduction in management fees.
In order to provide the Manager with an incentive to maximise the return to investors, the Manager is entitled to charge an incentive fee in the event that the returns exceed minimum target levels per Crown Place VCT Share. The target level requires that the aggregate of the growth in the net asset value per Crown Place VCT Share and dividends paid by Crown Place VCT or declared by the Board and approved by the shareholders during the relevant period (both revenue and capital), compared with the previous accounting date, exceeds the average base rate of the Royal Bank of Scotland plc plus 2.0 per cent. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 20 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Crown Place VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Crown Place VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager ceases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Crown Place VCT as provided under Crown Place VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any nonexecutive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fee paid to the Manager, the values of the investments are calculated in accordance with Crown Place VCT's normal accounting policies, with any disputes being referred to Crown Place VCT's auditors.
The annual management fees will be charged as to 90 per cent. against capital reserves for accounting purposes, with the balance and all other expenses (other than expenses which are incidental to the purchase or disposal of an investment) being charged against revenue. 100 per cent. of any performance fees payable to the Manager and expenses which are incidental to the purchase or disposal of an investment will be charged against capital reserves.
Assuming (i) the Offer is fully subscribed, including the over-allotment facility, and (ii) a fee of 2.5 per cent. of the gross proceeds of the relevant Offer applies to all subscriptions, under the October 2022 Offer Agreement the Manager will be entitled to, in the case of Crown Place VCT, a commission of £287,500, which represents 0.33 per cent. of the net assets of Crown Place VCT as at 30 June 2022 (being the latest date up to which Crown Place VCT has published audited financial information).
The current dividend target of Crown Place VCT per Crown Place VCT Share is to pay 2.5 per cent. of the most recently announced net asset value per share when the dividend is announced twice a year, thereby targeting an annual dividend yield of around 5 per cent., but this cannot be guaranteed.
(d) Crown Place VCT does not have any major Shareholders and no Shareholders of Crown Place VCT have different voting rights. To the best of the knowledge and belief of the Crown Place VCT Directors, Crown Place VCT is not directly or indirectly controlled by any other party and, as at 7 October 2022 (being the latest practicable date prior to the publication of this document) there are no arrangements in place that may, at a subsequent date, result in a change of control of Crown Place VCT.
(e) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Crown Place VCT is aware) during the previous 12 months which may have, or have had in the recent past, significant effects on Crown Place VCT's financial position or profitability.
Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory or any other matter.
This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of the next Annual General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement as if this power had not expired.
| Director | Kings Arms Yard VCT No. of Shares |
% of issued Kings Arms Yard VCT voting Share capital |
|---|---|---|
| Fiona Wollocombe | 268,425 | 0.06% |
| Thomas Chambers | 691,416 | 0.15% |
| Swarupa Pathakji | - | -%- |
| John Chiplin | - | -%- |
It is estimated that the aggregate amount payable to the Kings Arms Yard VCT Directors by Kings Arms Yard VCT for the financial period ending on 31 December 2022 under the arrangements in force at the date of this document will not exceed £115,000 (plus payments in relation to out-of-pocket expenses). For the financial year ended 31 December 2021, former chairman Robin Field received £10,600, Fiona Wollocombe received £23,106, Thomas Chambers received £23,000, Martin Fiennes received £22,000 and Swarupa Pathakji and John Chiplin each received £3,667. The Kings Arms Yard VCT Directors receive no other remuneration benefits in addition to their fees detailed above.
Save as disclosed in this paragraph, Kings Arms Yard VCT has not entered, other than in the ordinary course of business, into any contract which is or may be material to Kings Arms Yard VCT within the two years immediately preceding the publication of this document or into any contract which contains any provision under which Kings Arms Yard VCT has any obligation or entitlement which is material to Kings Arms Yard VCT as at the date of this document:
(a) A Management Agreement dated 19 October 2021 (which replaced the Management Agreement dated 8 December 2010 in order to reflect current regulatory and statutory provisions and current market practice) pursuant to which the Manager provides discretionary investment management and administration services to Kings Arms Yard VCT.
Under the Management Agreement, the Manager is paid an annual management fee equal to 2 per cent. of the Kings Arms Yard VCT's net assets which is paid quarterly in arrears.
The total annual running costs of the Company, including fees payable to the Manager, Directors' fees, professional fees and the costs incurred by the Company in the ordinary course of business (but excluding any exceptional items and performance fees payable by the Manager) are capped at an amount equal to 3.0 per cent. of the Company's net assets, with any excess being met by the Manager by way of a reduction in management fees.
The Manager is, in addition, entitled to a performance fee. No performance fee is payable to the Manager until the total return exceeds RPI plus 2 per cent. per annum per Kings Arms Yard VCT Share from the year end or half year on which the net asset value is equal to, or greater than, 20 pence per Kings Arms Yard VCT Share. If the target return is not achieved in a period, the cumulative shortfall is carried forward to the next accounting period and has to be made up before an incentive fee becomes payable. To the extent that the total return exceeds the threshold over the relevant period, a performance fee will be paid to the Manager of an amount equal to 15 per cent. of the excess.
The Management Agreement is terminable by either party by one year's prior written notice, subject to earlier termination by either party in the event of, inter alia, either party committing a material breach of the Management Agreement and failing to rectify the same within 45 days of being requested to do so or if Kings Arms Yard VCT fails to become or ceases to be a venture capital trust for tax purposes or if the Manager shall cease to be lawfully able to carry out its obligations under the Management Agreement.
If terminated by Kings Arms Yard VCT without due cause or on less than requisite notice, the Manager shall be entitled to receive an amount representing the fees which would have been payable during the period for which notice shall not have been given, calculated by reference to the previous quarterly payments.
The Management Agreement will terminate automatically without compensation, if either party enters into liquidation or has a receiver or administrator appointed over it or its assets, if the Manager ceases to be permitted to act as manager, if the Manager commits an act of fraud or upon the passing of a resolution for the voluntary liquidation, reconstruction or reorganisation of Kings Arms Yard VCT as provided under Kings Arms Yard VCT's Articles of Association.
The Management Agreement contains provisions indemnifying the Manager against any liability not due to its default, negligence, fraud, breach of FSMA or the rules of the FCA.
In line with common practice in the VCT sector, the Manager is entitled to an arrangement fee, payable by each Investee Company, of approximately 2 per cent. on each investment made and is entitled to any monitoring or non-executive director fees in respect of the Manager's representation on the boards of Investee Companies.
For the purposes of calculating the fees paid to the Manager, the values of the investments are calculated in accordance with the Kings Arms Yard VCT's normal accounting policies, with any disputes being referred to Kings Arms Yard VCT's auditors.
The annual management fees will be charged as to 90 per cent. against capital reserves for accounting purposes, with the balance and all other expenses (other than expenses which are incidental to the purchase or disposal of an investment) being charged against revenue. 100 per cent. of any performance fees payable to the Manager and expenses which are incidental to the purchase or disposal of an investment will be charged against capital reserves.
Assuming (i) the Offer is fully subscribed, including the over-allotment facility, and (ii) a fee of 2.5 per cent. of the gross proceeds of the relevant Offer applies to all subscriptions, under the October 2022 Offer Agreement the Manager will be entitled to, in the case of Kings Arms Yard VCT, a commission of £312,500, which represents 0.29 per cent. of the net assets of Kings Arms Yard VCT as at 30 June 2022 (being the latest date up to which Kings Arms Yard VCT has published interim unaudited financial information).
The current dividend target of Kings Arms Yard VCT per Kings Arms Yard VCT Share is to pay 2.5 per cent. of the most recently announced net asset value per share when the dividend is announced twice a year, thereby targeting an annual dividend yield of around 5 per cent., but this cannot be guaranteed.
(e) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Kings Arms Yard VCT is aware) during the previous 12 months which may have, or have had in the recent past, significant effects on Kings Arms Yard VCT's financial position or profitability.
(f) The typical investor for whom investment in Kings Arms Yard VCT is designed is an individual retail investor aged 18 or over who is a UK tax payer and who already has a portfolio of VCT and non-VCT investments (such as unit trusts, OEICs, investment trusts and direct shareholdings in listed and non-listed companies).
The principal object and purpose of each Company is to carry on business as a general commercial company.
The material provisions of each Company's articles of association are as detailed below. The provisions set out below apply, mutatis mutandis, to each Company, unless otherwise stated. Reference in this section to the "Company" means, as the case may be, one or more Companies, references to the "Directors" and the "Board" mean the directors of or the board of directors of the relevant Company from time to time and references to the "Articles" are to the articles of association of the relevant Company.
Where the Company's share capital is divided into different classes of shares, the rights attached to any shares or class of shares may be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the written consent of the holders of not less than three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares), or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of shares of that class of shares. The quorum for such a class meeting is two persons holding or representing by proxy at least one third of the nominal amount of the issued shares of that class.
The Company may from time to time in general meeting, by ordinary resolution, increase its share capital by such sums to be divided into shares of such amount as the resolution prescribes, consolidate and divide all or any of its share capital into shares of larger nominal amounts than its existing shares, cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled, and sub-divide its shares, or any of them into shares of a smaller amount and may by such resolution determine that, as between the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred or deferred or other special rights or be subject to any such restrictions as the Company has power to attach to unissued or new shares.
The Company may, subject to the provisions of CA 2006 and the Articles, by ordinary resolution from time to time declare dividends to be paid to members not exceeding the amount recommended by the Board. Subject to the provisions of CA 2006, in so far as, in the Board's opinion, the financial position of the Company justifies such payments, the Board may pay interim dividends on any class of shares including those carrying a fixed dividend. The Board may, if authorised by an ordinary resolution of the Company, offer shareholders in respect of any dividend the right to receive Shares instead of cash. The Board may withhold dividends payable (with no obligation to pay interest thereon) on shares (where such shares represent at least 0.25 per cent. of their class) after there has been a failure to provide the Company with information concerning interests in those shares required to be provided under the Articles or CA 2006 until such failure has been remedied. Any dividend unclaimed after a period of 12 years from the date such dividend is payable shall, if the Board resolves, be forfeited and shall revert to the Company.
At any time when the Company has given notice in the prescribed form (which has not been revoked) to the Registrar of Companies of its intention to carry on business as an investment company (a Relevant Period), distribution of the Company's capital profits (within the meaning of section 833(2)(c) of CA 2006) shall be prohibited except to the extent that the requirements for investment company status under section 833 of CA 2006 do not require a company to prohibit the distribution of its capital profits in its memorandum or articles of association. The Board shall establish a reserve to be called the capital reserve. During a Relevant Period, all surpluses arising from the realisation or revaluation of investments and all other monies realised on or derived from the realisation, repayment of or other dealing with any capital asset in excess of the book value thereof and all other monies which are considered by the Board to be in the nature of accretion to capital shall be credited to the capital reserve. Subject to CA 2006, the Board may determine whether any amount received by the Company is to be dealt with as income or capital or partly one way and partly the other. During a Relevant Period, any loss realised on the realisation or repayment of or other dealing with any investments or other capital assets and, subject to CA 2006, any expense or liability (or provision thereof) which the Board considers to relate to a capital item or which the Board otherwise considers appropriate to be debited to the capital reserve shall be carried to the debit of the capital reserve. During a Relevant Period, all sums carried and standing to the credit of the capital reserve may be applied for any of the purposes to which the sums standing to any revenue reserve are applicable except and provided that, notwithstanding any other provision of the Articles, no part of the capital reserve or any other money in the nature of accretion to capital shall be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of CA 2006), except to the extent that the requirements for investment company status under section 833 of CA 2006 do not require a company to prohibit the distribution of its capital profits in its memorandum or articles of association, or be applied in paying dividends on any shares in the Company. In periods other than a Relevant Period, any amount standing to the credit of the capital reserve may be transferred to the revenue reserves of the Company or be regarded or treated as profits of the Company available for distribution (as defined by section 829 of CA 2006) or applied in paying dividends on any shares in the Company.
and the liquidation of the Company may be closed and the Company dissolved, but no member shall be compelled to accept any assets in respect of which there is a liability.
(a) Unless otherwise determined by ordinary resolution of the Company, the Directors (disregarding alternate Directors) shall not be less than two but there shall be no maximum number of Directors.
The Company may by ordinary resolution appoint a person who is willing to be a Director. The Board may appoint any person who is willing to act as a Director. The Board may appoint one or more of its body to hold any employment or executive office and may revoke or terminate such appointment, without prejudice to any claim for damages for breach of contract between the Director and the Company.
A Director shall not be required to hold any shares in the Company.
The Company may by ordinary resolution remove any director before the expiration of his period of office.
(a) Subject to the provisions of CA 2006 and of the Articles, a Director, notwithstanding his office:
Any such authorisation may be given subject to terms and conditions as the Board think fit to impose at the time of such authorisation or subsequently and the authorisation may be varied or terminated by the Board at any time. Any such authorisation is only effective if given by the non-Conflicted Directors and if any requirement as to the quorum of the meeting is met by the non-Conflicted Directors.
If a matter has been so authorised by the Board, the Conflicted Director:
(ii) every Director, alternate Director, secretary and other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, damages and liabilities incurred by him in connection with his duties or the exercise of his powers.
The Board may exercise all powers of the Company to borrow money and to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital and, subject to the provisions of CA 2006, to create and issue debentures, other loan stock and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. Such powers are however limited so that the aggregate principal amount outstanding in respect of monies borrowed by the Company shall not, without the previous sanction of an ordinary resolution of the Company, exceed an amount equal to the adjusted share capital and reserves of the Company (for Crown Place VCT and Kings Arms Yard), or 10 per cent. thereof (for Albion Development VCT, Albion Enterprise VCT, Albion Technology & General VCT and Albion Venture Capital Trust).
Subject to various notice requirements, the Company may sell at the best price reasonably obtainable any share held by a member provided that for a period of 12 years at least three dividends (whether interim or final) on those shares have become payable and no such dividend has been claimed, no cheque or warrant has been cashed and the Company has not received any communication during the relevant period from the holder of the shares.
Annual general meetings and other general meetings of the Company shall be called by at least such minimum period of notice as is prescribed under CA 2006.
Obligations by Shareholders to disclose to the Companies notifiable interests in their shares are stated in Part 22 of CA 2006, sections 89A to 89L of FSMA and the Disclosure and Transparency Rules. In accordance with the Articles, failure by any member to provide the Company with the information as requested by any notice serviced in accordance with section 793 of CA 2006 may result in the member being restricted in respect of his shareholdings and, inter alia, the withholding of any dividend payable to him.
Investments, including unquoted loan stocks, are designated as fair value through profit or loss ("FVTPL"). Unquoted investments' fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEV guidelines).
Investments will usually be valued quarterly and the resulting net asset values will be communicated to Shareholders through a Regulatory Information Service. The Company will also announce when there has been a major change to its net asset value, for instance as a result of a disposal of an investment or if the Company undertakes a fundraising and needs to announce an interim valuation. The calculation of net asset value of the Company's investments will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained. Details of any suspension would be announced through a Regulatory Information Service.
Ocorian Depositary (UK) Limited ("Ocorian") acts as custodian for each Company's unquoted assets and, in that capacity, is responsible for ensuring safe custody and dealing with settlement arrangements. Certificates representing the investments made by the Companies are segregated within a secure safe at the Companies' registered office. Ocorian is a limited company registered in England and Wales with registration number 08575830. Its registered office is at 5th Floor, 20 Fenchurch Street, London, EC3M 3BY. Ocorian is authorised and regulated by the FCA.
The following paragraphs, which are intended as a general guide only and are based on current legislation and HMRC practice, summarise advice received by the Directors as to the position of the Shareholders who hold shares other than for trading purposes. Any person who is in any doubt as to his taxation position or is subject to taxation in any jurisdiction other than the United Kingdom should consult his professional advisers.
Each Company has to satisfy a number of tests to continue to qualify as a VCT. A summary of these tests is set out below. The following information is based on current UK law and practice and is subject to changes therein, is given by way of a general summary and does not constitute legal or tax advice.
(a) Qualification as a VCT
To qualify as a VCT, a company must be approved as such by HMRC. To obtain such approval it must:
12 not return the capital to its investors before the third anniversary of the end of the accounting period during which the subscription for shares occurred;
13 not make an investment in a company that causes that company to receive more than £12 million (£20 million if the company is deemed to be a "knowledge intensive" company) of State Aid Risk Finance investment (including from VCTs) over the company's lifetime;
The term "eligible shares" means shares which carry no preferential rights to assets on a winding-up and no rights to be redeemed, although they may have certain preferential rights to dividends.
(b) Qualifying Investments
A Qualifying Investment consists of shares or securities first issued to the VCT (and held by it ever since) by a company satisfying the conditions set out in Chapter 4 of Part 6 of ITA 2007.
The conditions are detailed, but include that the company must be a Qualifying Company, have gross assets not exceeding £15 million immediately before and £16 million immediately after the investment, have fewer than 250 full-time (or full-time equivalent) employees (fewer than 500 for a "knowledge intensive" company), apply the money raised for the purposes of a qualifying trade within a certain time period, cannot be controlled by another company and at the time of investment did not obtain more than £5 million (£10 million for a company deemed to be a "knowledge intensive" company) of investment from EU state aided risk capital measures in the twelve month period ending on the date of the investment by the VCT, and does not obtain a total of more than £12 million of such investment (£20 million for a company deemed to be a "knowledge intensive" company).
(c)Qualifying Companies
A Qualifying Company must be unquoted (for VCT purposes this includes companies whose shares are traded on AIM) and must carry on a qualifying trade. For this purpose certain activities are excluded such as dealing in land or shares or providing financial services. The qualifying trade must be less than seven years old at the time of the first investment from State Aid Risk Finance (or a turnover test must be satisfied). The qualifying trade must either be carried on by, or be intended to be carried on by, the Qualifying Company or by a qualifying subsidiary at the time of the issue of shares or securities to the VCT (and at all times thereafter).
The company must have a permanent establishment in the UK, but the company need not be UK resident. A company intending to carry on a qualifying trade must begin to trade within two years of the issue of shares or securities to the VCT and continue it thereafter.
A Qualifying Company may have no subsidiaries other than qualifying subsidiaries which must, in most cases, be at least 51 per cent. owned.
There is a "disqualifying purpose" test under which an investment will not be a Qualifying Investment if the investee company has been set up for the purposes of accessing tax reliefs or is in substance a financing business. In addition, the investment must meet a "risk-to-capital" condition which requires that the investee company has long term growth plans, and that the investment is at risk.
VCT funds cannot be used by a Qualifying Company to fund the purchase of a business or of shares in another company.
A VCT must be approved at all times by HMRC. Approval has effect from the time specified at approval. A VCT cannot be approved unless the tests detailed above are met throughout the most recent complete accounting period of the VCT and HMRC is satisfied that they will be met in relation to the accounting period of the VCT which is current when the application is made. However, where a VCT raises further funds, VCTs are given grace periods to invest those funds before those funds need to meet such tests. Each Company has received approval as a VCT from HMRC.
Approval of a VCT may be withdrawn by HMRC if the various tests set out above are not satisfied. The exemption from corporation tax on capital gains will not apply to any gain realised after the point at which VCT status is lost. Withdrawal of approval generally has effect from time to time when notice is given to the VCT but in relation to capital gains tax of the VCT only can be backdated to not earlier than the first day of the accounting period commencing immediately after the last accounting period of the VCT in which all of the tests were satisfied.
The Manager may be involved in other financial, investment or professional activities that may on occasion give rise to conflicts of interest as between their duties to the Companies and duties owed by them to third parties and their other interests. In particular, it currently does, and may continue to, provide investment management, investment advice or other services in relation to a number of other funds or companies/clients that may have similar investment objectives and/or policies to that of the Companies and may receive ad valorem and/ or performance-related fees for doing so. As a result, the Manager may have conflicts of interest in allocating investments among the Companies and other clients and in effecting transactions between the Company and other clients. The Manager may give advice or take action with respect to such other clients that differs from the advice given or actions taken with respect to the Companies.
The Boards of each of the Companies have noted that the Manager has other clients and have satisfied themselves that the Manager has procedures in place to address potential conflicts of interest. The procedures are designed to ensure that most conflicts are avoided (for example, restrictions on co-investment by staff, procedures relating to staff having outside appointments or other business interests, procedures relating to coinvestments by other funds or limited partners and allocation across Albion Capital funds). The policy provides examples of potential conflicts and situations where one party could be favoured over another, to ensure that staff are suitably informed of likely potential conflicts that they must avoid or be alert to. The policy requires all staff to identify and disclose all potential conflicts of interest to the Managing Partner and Head of Compliance for them to assess the degree of risk and agree how the conflict must be managed. All conflicts are reported to the management board of Albion Capital. A conflicts register is maintained. In particular, prior to the launch of Albion Community Power PLC, the Companies were granted priority in respect of a certain level of renewable energy projects; and prior to the launch of Albion Care Communities Limited, the relevant Companies granted consent to Albion Care Communities Limited to undertake a certain number of new care home projects. Following changes in VCT legislation, the Companies are no longer permitted to invest in renewable energy projects or care home projects. It is not expected that the Companies will co-invest in the UCL Technology Fund. Following shareholder approval, three of the Companies invested in the SVS Albion OLIM UK Equity Income Fund but these investments were subsequently sold. The level of the investment was subject to limits set out in the Companies' investment policies and the discretion of the Boards of the relevant Companies.
No person receiving a copy of this document in any territory other than the UK may treat the same as constituting an invitation or offer to him unless, in the relevant territory, such an invitation or offer could be lawfully made to him without contravention of any registration or other legal requirements.
The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction.
It is the responsibility of any person outside the UK wishing to make an application to satisfy himself as to the full observance of the laws of the relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.
No action has been taken to permit the distribution of the Prospectus in any jurisdiction outside the UK where such action is required to be taken.
The New Shares have not been, nor will they be, registered in the United States under the United States Securities Act of 1933, as amended, (Securities Act) or under the securities laws of any Restricted Territory and they may not be offered or sold directly or indirectly within the United States or any of the Restricted Territories or to, or for the account or benefit of US Persons (as defined in Regulation S made under the Securities Act) or any national, citizen or resident of the United States or any of the Restricted Territories. The Offers are not being made, directly or indirectly, in or into the United States or any of the Restricted Territories or in any other jurisdiction where to do so would be unlawful. In particular, prospective shareholders who are resident in the United States or any Restricted Territory should note that this document is being sent for information purposes only.
All applicants under the Offers will be required to warrant that they are not a US Person (within the meaning of Regulation S made under the United States Securities Act of 1933, as amended), nor a resident, national or citizen of a Restricted Territory.
Where information has been sourced from a third party, this information has been accurately reproduced and as far as the Companies are aware and are able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Howard Kennedy Corporate Services LLP is acting as sponsor to each Company in respect of their respective applications for Admission. Howard Kennedy Corporate Services LLP has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which it appears.
In this document, the following words and expressions have the following meanings:
| Admission | the respective dates on which the New Shares allotted pursuant to the Offers are listed on the premium segment of the Official List and admitted to trading on the London Stock Exchange's main market for listed securities |
|---|---|
| AIC | the Association of Investment Companies |
| AIC Code | the AIC's Code of Corporate Governance issued in February 2019 |
| AIC Guide | the AIC Corporate Governance Guide for Investment Companies issued in February 2019 |
| AIM | the AIM Market of the London Stock Exchange |
| Albion Capital or the Manager |
Albion Capital Group LLP (formerly Albion Ventures LLP) or its predecessor business |
| Albion Development VCT | Albion Development VCT PLC |
| Albion Development VCT Directors |
the directors of Albion Development VCT (and each an Albion Development VCT Director) |
| Albion Development VCT Offer |
the offer for subscription of New Shares in Albion Development VCT contained in the Prospectus |
| Albion Enterprise VCT | Albion Enterprise VCT PLC |
| Albion Enterprise VCT Directors |
the directors of Albion Enterprise VCT (and each an Albion Enterprise VCT Director) |
| Albion Enterprise VCT Offer |
the offer for subscription of New Shares in Albion Enterprise VCT contained in the Prospectus |
| Albion Technology & General VCT |
Albion Technology & General VCT PLC |
| Albion Technology & General VCT Directors |
the directors of Albion Technology & General VCT (and each an Albion Technology & General VCT Director) |
| Albion Technology & General VCT Offer |
the offer for subscription of New Shares in Albion Technology & General VCT contained in the Prospectus |
| Albion VCTs | Albion Development VCT, Albion Enterprise VCT, Albion Technology & General VCT, Albion Venture Capital Trust, Crown Place VCT and Kings Arms Yard VCT (and each an Albion VCT) |
| Albion Venture Capital Trust |
Albion Venture Capital Trust PLC |
| Albion Venture Capital Trust Directors |
the directors of Albion Venture Capital Trust (and each an Albion Venture Capital Trust Director) |
| Albion Venture Capital Trust Offer |
the offer for subscription of New Shares in Albion Venture Capital Trust contained in the Prospectus |
| Boards | the boards of Directors of the Companies (and each a Board) | |
|---|---|---|
| Business Day | any day (other than a Saturday or Sunday) on which clearing banks are open for normal banking business in sterling |
|
| CA 2006 | the Companies Act 2006, as amended | |
| Companies | Albion Development VCT, Albion Enterprise VCT, Albion Technology & General VCT, Albion Venture Capital Trust, Crown Place VCT and Kings Arms Yard VCT (and each a Company) |
|
| CREST | the computerised settlement system to facilitate the transfer of title to securities in uncertificated form operated by Euroclear UK & Ireland Limited |
|
| Crown Place VCT | Crown Place VCT PLC | |
| Crown Place VCT Directors |
the directors of Crown Place VCT (and each a Crown Place VCT Director) | |
| Crown Place VCT Offer | the offer for subscription of New Shares in Crown Place VCT contained in the Prospectus |
|
| Disclosure Guidance and Transparency Rules |
the disclosure guidance and transparency rules made by the FCA under section 73A of FSMA |
|
| FCA | the Financial Conduct Authority | |
| FSMA | the Financial Services and Markets Act 2000 | |
| GAV | gross asset value | |
| HMRC | His Majesty's Revenue and Customs | |
| ITA 2007 | the Income Tax Act 2007 (as amended) | |
| Kings Arms Yard VCT | Kings Arms Yard VCT PLC | |
| Kings Arms Yard VCT Directors |
the directors of Kings Arms Yard VCT (and each a Kings Arms Yard VCT Director) | |
| Kings Arms Yard VCT Offer |
the offer for subscription of New Shares in Kings Arms Yard VCT contained in the Prospectus |
|
| Listing Rules | the listing rules made by the FCA under section 74 of FSMA | |
| LLP | a limited liability partnership | |
| London Stock Exchange | London Stock Exchange plc | |
| NAV or net asset value | in relation to a share, the net asset value of a share calculated in accordance with the relevant company's accounting policies and, in relation to a company, the aggregate net asset value attributable to that company's issued shares (excluding any shares held in treasury) |
|
| New Shares | new Shares in a Company to be issued under its Offer | |
| Offer Price | the subscription price of the New Shares under each Offer as calculated in accordance with the Pricing Formula |
|
| Offers | the Albion Development VCT Offer, the Albion Enterprise VCT Offer, the Albion Technology & General VCT Offer, the Albion Venture Capital Trust Offer, the Crown Place VCT Offer and the Kings Arms Yard VCT Offer (and each an Offer) |
| Official List | the official list of the FCA |
|---|---|
| Pricing Formula | the formula to be used to calculate the Offer Price of the New Shares under each Offer as set out in the Securities Note |
| Prospectus | this Registration Document, the Securities Note and the Summary |
| Qualifying Company | an unquoted (including AIM-traded) company which satisfies the requirements of Part 4 of Chapter 6 of ITA 2007 |
| Qualifying Investment | shares in, or securities of, a Qualifying Company held by a VCT which meet the requirements of Part 4 of Chapter 6 of ITA 2007 |
| Qualifying Investor | an individual aged 18 or over who satisfies the conditions of eligibility for tax relief available to investors in a VCT |
| Registrars | Computershare Investor Services PLC |
| Registration Document | this document dated 10 October 2022 |
| Regulatory Information Service |
a regulatory information service approved by the FCA |
| Restricted Territories | Canada, Australia, Japan and South Africa |
| Securities Note | the securities note issued by the Companies dated 10 October 2022 in connection with the Offers |
| Shareholders | holders of Shares in any one or more of the Companies (and each a Shareholder) |
| Shares | ordinary shares of 1p each in the capital of a Company (and each a Share) |
| Sponsor | Howard Kennedy Corporate Services LLP |
| Summary | the summary issued by the Companies dated 10 October 2022 in connection with the Offers |
| this document | the Registration Document |
| UK Corporate Governance Code |
the UK Corporate Governance Code issued by the Financial Reporting Council in July 2018 |
| UK GAAP | UK Generally Accepted Accounting Principles |
| UK Prospectus Regulation | the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 |
| VCT Value | the value of an investment calculated in accordance with section 278 of ITA 2007 |
| Venture Capital Trust or VCT |
a venture capital trust as defined in section 259 of ITA 2007 |
Ben Larkin Lyn Goleby Lord O'Shaughnessy Patrick Reeve
PLC Robin Archibald Mary Anne Cordeiro Margaret Payn Clive Richardson Patrick Reeve
Penny Freer James Agnew Pam Garside Ian Spence
Albion Capital Group LLP 1 Benjamin Street London EC1M 5QL Telephone: 020 7601 1850
www.albion.capital
Bird & Bird LLP 12 New Fetter Lane London EC4A 1JP
BDO LLP 55 Baker Street London W1U 7EU
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ Telephone: 0370 702 0000
Maxwell Packe Christopher Burrows Rhodri Whitlock Philippa Latham Patrick Reeve
Richard Glover Ann Berresford Richard Wilson Neeta Patel
Fiona Wollocombe Thomas Chambers Swarupa Pathakji John Chiplin
Howard Kennedy Corporate Services LLP No.1 London Bridge London SE1 9BG
Panmure Gordon (UK) Limited One New Change London EC4M 9AF
Philip Hare & Associates LLP 6 Snow Hill London EC1A 2AY
Ocorian Depositary (UK) Limited Level 5, 20 Fenchurch Street London EC3M 3BY
1 Benjamin Street, Farringdon, London EC1M 5QL T 020 7601 1850 www.albion.capital
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