Interim / Quarterly Report • Mar 31, 2019
Interim / Quarterly Report
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Unaudited Half-Year Report for the six months ended 31 March 2019

The Income & Growth VCT plc ("the Company", "the VCT" or "I&G VCT") is a Venture Capital Trust ("VCT") listed on the London Stock Exchange. Its investment portfolio is advised by Mobeus Equity Partners LLP ("Mobeus").
The objective of The Income & Growth VCT plc ("I&G VCT" or "the Company") is to provide investors with an attractive return, by maximising the stream of tax-free dividend distributions from the income and capital gains generated by a diverse and carefully selected portfolio of investments, while continuing at all times to qualify as a VCT.
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We are committed to protecting and respecting your privacy. To understand how we collect, use and otherwise process personal data relating to you, please read our privacy notice, which can be found at www.incomeandgrowthvct.co.uk
Results for the Half-Year ended 31 March 2019
As at 31 March 2019: Net assets: £81.44 million Net asset value ("NAV") per share: 78.03 pence
The table below shows the performance of the Company's existing class of shares for each of the last five years, and the current year to date.
| Reporting date | Net assets |
NAV per share |
Share price1 paid per (p) |
Cumulative dividends |
Cumulative total return per share to shareholders2 |
Dividends paid and |
|
|---|---|---|---|---|---|---|---|
| As at | (£m) | (p) | share (p) |
(NAV basis) (p) |
(Share price basis) (p) |
proposed in respect of each year (p) |
|
| 31 March 2019 | 81.44 | 78.03 | 67.00 | 111.50 | 189.53 | 178.50 | 1.504 |
| 30 September 2018 | 82.58 | 78.32 | 69.50 | 108.00 | 186.32 | 177.50 | 6.00 |
| 30 September 2017 | 64.35 | 81.24 | 73.00 | 102.50 | 183.74 | 175.50 | 21.00 |
| 30 September 2016 | 70.84 | 98.51 | 88.80 | 80.50 | 179.01 | 169.30 | 10.00 |
| 30 September 2015 | 75.20 | 106.38 | 93.50 | 68.50 | 174.88 | 162.00 | 12.00 |
| 30 September 2014 | 69.31 | 114.60 | 103.503 | 50.50 | 165.10 | 154.00 | 18.00 |
1 Source: Panmure Gordon & Co (mid-market price).
Detailed performance data, including a table of dividends paid to date for all share classes and fundraising rounds, is shown in the Performance Data appendix on pages 26-28. The tables, which give information by allotment date on NAVs and dividends paid per share, are also available on the Company's website at www.incomeandgrowthvct.co.uk where they can be accessed by clicking on "table" under "Reviewing the performance of your investment" on the home page.
The half-year has again seen good progress and a positive return for the period. This is detailed in the Performance and the Investment Portfolio sections of my statement below.
Sixteen growth capital investments have now been completed since the 2015 VCT Rule change. During the period under review, one new investment was made and three existing portfolio companies received follow-on funding. After the period end, the Company made two further new investments. Further details of this investment activity are contained in the Investment Review.
The Investment Adviser continues to report an interesting pipeline of growth capital opportunities. Meanwhile, the existing more mature portfolio constructed under the previous rules continues to provide a healthy income yield.
The Company's NAV total return per share was 4.1% for the six months to 31 March 2019 (2018: 1.3%) while the share price total return was 1.4% (2018: 1.4%).
The Company's cumulative NAV total return per share (being the closing net asset value plus total dividends paid to date) has increased from 186.32 pence per share at the start of the period to 189.53 pence per share at the period end. This represents an increase of 1.7% over the period.
The portfolio has performed well during the period, increasing in value by 5.2% (2018: 1.2%) on a like-for-like basis. The portfolio achieved a net increase of £2.20 million in unrealised gains and £0.37 million in realised gains over the period. The portfolio was valued at £51.68 million at the period end (30 September 2018: £49.40 million).
During the six months under review, the Company invested a total of £2.00 million (2018: £3.10 million) into four (2018: six) investments. One of
these investments was into a new business; Grow Kudos, an online platform which provides and promotes research dissemination, and three follow-on investments were made into existing portfolio companies, namely Biosite, Proactive and MPB.
After the period end, £1.53 million was invested into Arkk Consulting, a regulatory and reporting requirement service and product provider, and £0.93 million was invested into Parsley Box, a supplier of home delivered ambient ready meals for the elderly. Also, the realisation of Plastic Surgeon occurred, realising proceeds of £1.22 million and generating a multiple on cost of 5.6x.
Details of this investment activity and the performance of the portfolio are contained in the Investment Review and the Investment Portfolio Summary on pages 5 to 9.
The results for the period are set out in the Unaudited Condensed Income Statement on pages 12 to 13 and show a revenue return (after tax) of 1.08 pence per share (2018: 0.92 pence per share). The revenue return for the period of £1.13 million has increased from last year's comparable figure of £0.86 million. This is mainly due to an increase in income receivable from loans made to new investee companies and some investee companies resuming interest payments, as well as higher dividend receipts.
The Board continues to be committed to provide an attractive dividend stream to shareholders and is pleased to declare an interim dividend of 1.50 pence per share for the year ending 30 September 2019, comprising 1.00 penny from income and 0.50 pence from capital. This dividend will be paid on 12 July 2019 to shareholders on the Register on 14 June 2019 and will bring cumulative dividends paid per share to 113.00 pence.
The Company's target of paying a dividend of at least 6.00 pence per share in respect of each financial year has been met or exceeded in each of the last seven years. I have previously noted that the gradual move of the portfolio to younger growth capital investments may make dividends harder to achieve from income and capital returns alone in any given year. Accordingly, the Board continues to monitor the sustainability of this target.
The Board continues to monitor credit risk in respect of its cash balances and to prioritise the security and protection of the Company's capital. Cash and liquidity fund balances as at 31 March 2019 amounted to £29.53 million. This figure included £24.72 million held in money market funds with AAA credit ratings and £4.81 million held in deposit accounts with a number of well-known financial institutions across a range of maturities.
The Board regularly reviews the Company's cash flow projections and is presently considering whether it may be desirable to raise funds within the 2019/20 tax year. The Board will notify shareholders of any intention to launch an offer for subscription at the earliest opportunity.
During the six months ended 31 March 2019, the Company bought back and cancelled 1,074,519 of its own shares, representing 1.0% (2018: 1.5%) of the shares in issue at the beginning of the period, at a total cost of £0.73 million (2018: £0.85 million) inclusive of expenses.
It is the Company's policy to cancel all shares bought back in this way. The Board regularly reviews its buyback policy and currently seeks to maintain the discount at which the Company's shares trade at no more than 10% below the latest published NAV.
May I remind you that the Company has its own website which is available at www.incomeandgrowthvct.co.uk.
The Investment Adviser held its most recent annual Shareholder Event in February 2019 which, from the feedback submitted, was well received by shareholders. The event included presentations on the investment activity and performance of all the Mobeus VCTs. I would like to thank those shareholders who attended for helping
to make it a success. The next Event will take place in the first quarter of 2020 and shareholders will be sent further details and an invitation nearer the time.
As stated in last year's annual report, the Board is continuing with its succession planning and will provide further details in its Annual Report for the year ending 30 September 2019.
Your Board considers that your Company is well positioned, with the portfolio being comprised of a strong foundation of more mature investments providing an income return, and a younger, growth capital portfolio seeking to achieve scale, so as to reach higher levels of profitability and hence value.
The demand for growth capital investment is strong and the amount of capital available for investment in the sector is substantial, which is giving rise to increased competition and higher entry valuations for the most attractive investment opportunities.
While the new growth capital element of the portfolio is still young, both your Board and the Investment Adviser continue to seek to assess, balance and diversify the risks within the growing proportion of the overall portfolio that these investments will represent. Your Board cautions that investing in such earlier stage companies involves increased risk, as those that succeed often take longer to build scale, while those less successful investments may be the first to show. Returns may therefore take longer to achieve, and the performance of these businesses may be more volatile. Hopefully these factors will be more than offset by longer-term gains.
The Board and Investment Adviser have carried out an analysis of the possible impact of Brexit on the investment portfolio. This will be kept under review.
Finally, I would like to take this opportunity once again to thank all shareholders for their continued support.
Colin Hook Chairman 30 May 201 9
The Company's policy is to invest primarily in a diverse portfolio of UK unquoted companies.
The Company will seek to make investments in UK unquoted companies in accordance with the prevailing requirements of VCT legislation.
Investments are made selectively across a wide variety of sectors, principally in established companies.
Investments are generally structured as part loan and part equity in order to receive regular income and to generate capital gain from realisations.
There are a number of conditions within the VCT legislation which need to be met by I&G and which may change from time to time.
No single investment may represent more than 15% (by VCT tax value) of the Company's total investments at the date of investment.
Save as set out above, the Company's other investments are held in cash and liquid funds.
The Company's cash and liquid funds are held in a portfolio of readily realisable interest bearing investments, deposit and current accounts, of varying maturities, subject to the overriding criterion that the risk of loss of capital be minimised.
The Company's articles of association permit borrowing of up to 10% of the adjusted capital and reserves (as defined therein). However, the Company has never borrowed and the Board would only consider doing to in exceptional circumstances.
To assist shareholders, the following table contains a summary of the most important rules that determine VCT approval:
To maintain its status as a VCT, the Company must meet a number of conditions, the most important of which are that:
To be a VCT qualifying holding, new investments must be in companies:
In addition, VCTs may not:
Demand for growth capital investment remains strong and there is a significant pipeline of investment opportunities. It is expected that the current pace and quantum of new and follow-on investments will continue in the short to medium-term.
The portfolio's activity in the six months to 31 March 2019 is summarised as follows:
| 2019 £m |
2018 £m |
|
|---|---|---|
| Opening portfolio value |
49.40 | 48.09 |
| New and follow-on investments |
2.00 | 3.10 |
| Disposal proceeds | (2.29) | (4.63) |
| Net realised gains | 0.37 | 1.81 |
| Valuation movements | 2.20 | (1.25) |
| Portfolio value at 31 March |
51.68 | 47.12 |
The six months to 31 March 2019 has seen further solid progress. New investment comprised one new growth capital investment of £0.47 million into Grow Kudos, an online platform which provides and promotes research dissemination, and three existing growth portfolio companies receiving follow-on funding totalling £1.53 million (Biosite, Proactive and MPB). Net cash proceeds of £2.29 million were received, primarily from loan repayments.
The investment and divestment activity during the period has increased the proportion of the portfolio comprised of all growth capital investments by value to 47.9% at the period end.
After the period end, the Company invested £1.53 million into Arkk Consulting, a regulatory and reporting requirement service and product provider, and £0.93 million was invested into Parsley Box, a supplier of home delivered ambient ready meals for the elderly. This brings the total invested in those growth capital investments made since the introduction of the new VCT regulations in 2015 to £20.53 million. Also, disposal proceeds of £1.22 million have been received following the realisation of The Plastic Surgeon. These proceeds contributed to a multiple on cost of 5.6x over the life of this investment.
Details of the valuation movements for each investee company are provided at the end of this Investment Review.
The portfolio's contribution to the overall results of the VCT is summarised below as follows:
| Investment Portfolio Capital Movement |
2019 £m |
2018 £m |
|---|---|---|
| Increase in the value of unrealised investments |
4.68 | 4.80 |
| Decrease in the value of unrealised investments |
(2.48) | (6.05) |
| Net increase/(decrease) in the value of unrealised investments |
2.20 | (1.25) |
| Realised gains | 0.37 | 1.81 |
| Realised losses | - | - |
| Net realised gains in the period |
0.37 | 1,81 |
| Net investment portfolio movement in the period |
2.57 | 0.56 |
The principal contributors to the valuation increases of £4.68 million were ASL £1.25 million, EOTH (Rab and Lowe Alpine) £0.53 million and Rotageek £0.43 million.
ASL's core business is trading well and, following two recent corporate acquisitions, is beginning to benefit from associated synergies. EOTH achieved a record year of profitability, underpinned by continued growth in its Rab brand. Rotageek has made a strong start since investment, having won a number of new contracts for its software.
A small number of new growth investments have shown initial uplifts from cost, due in large part to the structure of the Company's investment, but, in some cases, also due to the underlying investee company performance.
The main reductions within total valuation decreases of (£2.48) million, were Redline £(0.39) million, Aquasium £(0.35) million and Bourn Bioscience £(0.34) million. Redline's revenues have been unpredictable and sales in recent months have been lower than planned which has impacted the valuation. Bourn has experienced softer trading in recent months due to a strong competitive landscape, but a recently opened clinic is expected to generate a positive contribution soon. Finally, Aquasium, a
legacy investment, is behind budget due to a low order book and customer delays, although the longer-term prospects appear more promising.
There have been no realisations during the period under review. However, the Company realised a gain in the half-year from deferred consideration receipts of £0.37 million arising from past realisations.
After the period end, the Company realised its investment in Plastic Surgeon, receiving £1.22 million in cash proceeds. This contributed to a multiple on cost of 5.6x and an IRR of 20.5% over the 11 years the investment was held.
In the period under review, the Company received the following amounts in loan interest and dividend income:
| Investment Portfolio Yield |
2019 £m |
2018 £m |
|---|---|---|
| Loan interest received in the period |
1.41 | 1.29 |
| Dividends received in the period |
0.24 | 0.12 |
| Total portfolio income in the period1 |
1.65 | 1.41 |
| Portfolio value at 31 March |
51.68 | 47.12 |
| Portfolio Income Yield (Income as a % of Portfolio value at |
||
| 31 March) | 3.2% | 3.0% |
1 Total portfolio income in the period is generated solely from investee companies within the portfolio. See Note 4 of the Financial Statements for all income receivable by the Company.
In addition to deferred consideration receipts of £0.37 million, the Company also received loan stock repayments of £1.82 million (as the investments in the five companies preparing to trade repaid the final loan stock sums still payable) and preference share repurchases of £0.10 million, both at cost.
The Company made one new investment of £0.47 million during the period, as detailed below:
| Company | Business | Date of investment |
Amount of new investment (£m) |
|---|---|---|---|
| Grow Kudos | Platform for the dissemination of research |
November 2018 |
0.47 |
Grow Kudos is an online platform which provides and promotes research dissemination. The Kudos product was developed to allow researchers to increase the impact and readership of their work and to track and analyse distribution both within academia and across broader audiences. The investment will be used principally to increase its head count to support sales growth. The company's unaudited accounts for the year ended 31 December 2017 show revenues of £0.53 million and a loss before interest, tax and amortisation of goodwill of £(0.59) million.
The Company made further investments totalling £1.53 million into three existing portfolio companies during the period under review, as detailed below:
| Company | Business | Date of investment |
Amount of new investment (£m) |
|---|---|---|---|
| Biosite | Workforce management and security services |
October 2018 | 0.93 |
Based in the Midlands, Biosite is a provider of biometric access control and software-based workforce management solutions for the construction sector. The business is growing significantly, and this investment will support the further development of software and hardware products. The company's audited accounts for the year ended 31 July 2018 show turnover of £9.76 million and a loss before interest, tax and amortisation of goodwill of £(0.64) million.
| Proactive Investors | Investor media services | October 2018 | 0.45 | |
|---|---|---|---|---|
| -- | --------------------- | ------------------------- | -------------- | ------ |
Proactive Investors specialises in timely multi-media news provision, events organisation, digital services and investor research. Proactive provides breaking news, commentary and analysis on hundreds of small-cap listed companies and pre-IPO businesses across the globe. The investment will enable Proactive to expand its services into the US market, which is the largest global market for investor media services. The company's unaudited accounts for the year ended 30 June 2018 show turnover of £4.75 million and a loss before interest, tax and amortisation of goodwill of £(0.31) million.
| MPB Group | Online marketplace for used camera and video equipment |
October and December 2018 |
0.15 |
|---|---|---|---|
| ----------- | -------------------------------------------------------------- | --------------------------------- | ------ |
MPB is Europe's leading online marketplace for used camera and video equipment. Based in Brighton, its custom-designed pricing technology enables MPB to offer both buy and sell services through the same platform and offers a one-stop shop for all its customers. Having expanded into the US (opening a New York office) and German markets as part of the initial VCT investment round, this follow-on investment, alongside funds provided by the Proven VCTs, is to support its continued growth plan. Having doubled its sales over the prior year, this investment will give the company sufficient capital to achieve its next phase of expansion. The company's audited accounts for the year ended 31 March 2018 show turnover of £21.71 million and a loss before interest, tax and amortisation of goodwill of £(2.00) million.
The Company made two new investments totalling £2.46 million after the period end, as detailed below.
| Company | Business | Date of investment |
Amount of new investment (£m) |
|
|---|---|---|---|---|
| arkksolutions | Arkk Consulting | Regulatory and reporting requirement service provider |
May 2019 | 1.53 |
Arkk Consulting (trading as Arkk Solutions) provides services and software to enable organisations to remain compliant with regulatory reporting requirements. Arkk was established in 2009 and currently has over 800 clients across 20 countries. These include more than 80 of the FTSE 350, and half of the largest 20 accountancy firms in the UK. The investment will build on Arkk's reputation and customer base, to target the cloud based period end reporting market by building the sales and marketing team. The company's audited accounts for the year ended 31 December 2017 show turnover of £3.18 million and a profit before interest, tax and amortisation of goodwill of £0.52 million.
| Parsley Box | Home delivered ambient ready meals for the elderly |
May 2019 | 0.93 | |
|---|---|---|---|---|
| -- | ------------- | ---------------------------------------------------------- | ---------- | ------ |
Parsley Box is a UK direct to consumer supplier of home delivered ambient ready meals for the elderly. Founded in 2017, Parsley Box has grown rapidly and has developed a unique meal delivery solution for its customers. The company supplies a diverse range of ambient meals via next day delivery which are easy to store and aim to contribute to a more independent and healthier lifestyle. The investment will scale the company's marketing strategy, enable it to process larger order volumes and continue to build out its team. The company's unaudited accounts for the period ended 31 March 2018 show revenues of £0.25 million and a loss before interest, tax and amortisation of goodwill of £(0.21) million.
The Company realised its investment in Plastic Surgeon after the period end, as detailed below:
| Company | Business | Period of investment |
Total cash proceeds over the life of the investment/Multiple over cost |
|---|---|---|---|
| Plastic Surgeon | Supplier of snagging and finishing services to the property sector |
April 2008 to May 2019 |
£2.27 million 5.6 times cost |
The Company sold its remaining investment in Plastic Surgeon to Polygon Group for £1.22 million. Over the eleven years this investment was held, it generated proceeds of £2.27 million compared to an original investment cost of £0.40 million which is a multiple on cost of 5.6x and an IRR of 20.5%.
Mobeus Equity Partners LLP
Investment Adviser
30 May 2019
as at 31 March 2019
| Total cost at 31 March 2019 (unaudited) £ |
Valuation at 30 September 2018 (audited) £ |
Additional investments in the period £ |
Valuation at 31 March 2019 (unaudited) £ |
|
|---|---|---|---|---|
| Tovey Management Limited (trading as Access IS) Provider of data capture and scanning hardware |
3,313,932 | 4,110,232 | - | 4,300,074 |
| ASL Technology Holdings Limited Printer and photocopier services |
2,722,106 | 2,904,306 | - | 4,151,254 |
| EOTH Limited (trading as Equip Outdoor Technologies) Distributor of branded outdoor equipment and clothing including the Rab and Lowe Alpine brands |
1,383,313 | 2,809,199 | - | 3,336,475 |
| Virgin Wines Holding Company Limited Online wine retailer |
2,745,503 | 3,227,371 | - | 3,327,794 |
| Preservica Limited Seller of proprietary digital archiving software |
2,181,666 | 2,977,489 | - | 3,119,565 |
| Pattern Analytics Limited (trading as Biosite) Workforce management and security services for the construction industry |
1,791,938 | 1,384,696 | 934,924 | 2,648,952 |
| Media Business Insight Holdings Limited A publishing and events business focused on the creative production industries |
3,666,556 | 2,469,625 | - | 2,633,975 |
| Manufacturing Services Investment Limited (trading as Wetsuit Outlet) Online retailer in the water sports market |
3,205,182 | 2,326,781 | - | 2,236,330 |
| Master Removers Group Limited (trading as Anthony Ward Thomas, Bishopsgate and Aussie Man & Van) A specialist logistics, storage and removals business |
682,183 | 1,926,851 | - | 2,054,472 |
| MPB Group Limited Online marketplace for used photographic equipment |
1,423,974 | 1,885,665 | 154,780 | 2,050,973 |
| Vian Marketing Limited (trading as Red Paddle Co) Design, manufacture and sale of stand-up paddleboards and windsurfing sails |
1,207,437 | 1,870,551 | - | 1,988,059 |
| CGI Creative Graphics International Limited Vinyl graphics to global automotive, recreation vehicle and aerospace markets |
1,943,948 | 1,962,334 | - | 1,875,034 |
| My Tutorweb Limited Digital marketplace connecting school pupils seeking one-to-one online tutoring |
1,783,566 | 1,963,647 | - | 1,783,566 |
| Tharstern Group Limited Software based management Information systems for the printing industry |
1,454,278 | 1,569,303 | - | 1,551,295 |
| Idox plc Developer and supplier of knowledge management products |
453,881 | 1,462,570 | - | 1,500,072 |
| Ibericos Etc. Limited (trading as Tapas Revolution) Spanish restaurant chain |
1,397,386 | 1,630,329 | - | 1,395,285 |
| Turner Topco Limited (trading as Auction Technology Group) SaaS based online auction market place platform |
1,529,075 | 1,177,894 | - | 1,386,934 |
| Proactive Group Holdings Inc Media Services and investor conferences |
988,390 | 539,214 | 449,176 | 1,373,818 |
| Rota Geek Limited Workforce management software |
625,400 | 625,400 | - | 1,056,153 |
| Buster and Punch Holdings Limited Industrial inspired lighting and interiors retailer |
725,226 | 855,330 | - | 1,011,250 |
| The Plastic Surgeon Holdings Limited Supplier of snagging and finishing services to the property sector |
40,833 | 829,934 | - | 906,333 |
| Vectair Holdings Limited Designer and distributor of washroom products |
53,400 | 684,085 | - | 860,948 |
| Bourn Bioscience Limited Management of in-vitro fertilisation clinics |
1,610,379 | 1,153,951 | - | 815,059 |
| Blaze Signs Holdings Limited Manufacturer and installer of signs |
418,281 | 598,605 | - | 753,404 |
as at 31 March 2019
| Total cost at 31 March 2019 (unaudited) £ |
Valuation at 30 September 2018 (audited) £ |
Additional investments in the period £ |
Valuation at 31 March 2019 (unaudited) £ |
|
|---|---|---|---|---|
| RDL Corporation Limited Recruitment consultants within the pharmaceutical, business intelligence and IT industries |
1,441,667 | 903,731 | - | 713,522 |
| Aquasium Technology Limited Manufacturing and marketing of bespoke electron beam welding and vacuum furnace equipment |
166,667 | 1,002,689 | - | 654,321 |
| Redline Worldwide Limited Provider of security services to the aviation industry and other sectors |
1,129,121 | 956,894 | - | 564,561 |
| Kudos Innovations Limited (trading as Grow Kudos) Online platform that provides and promotes research dissemination |
472,500 | - | 472,500 | 472,500 |
| Super Carers Limited Online introductory platform connecting local individuals with carers |
649,528 | 649,528 | - | 324,764 |
| Omega Diagnostics Group plc In-vitro diagnostics for food intolerance, autoimmune diseases and infectious diseases |
280,026 | 350,010 | - | 303,342 |
| BookingTek Limited Direct booking software for hotels |
872,646 | 436,323 | - | 218,161 |
| Jablite Holdings Limited Manufacturer of expanded polystyrene products |
498,790 | 162,366 | - | 162,366 |
| Veritek Global Holdings Limited Maintenance of imaging equipment |
2,289,859 | 129,132 | - | 116,961 |
| BG Training Limited Technical training business |
53,125 | 26,563 | - | 26,563 |
| Corero Network Security plc Provider of e-business technologies |
600,000 | 9,832 | - | 7,866 |
| Hollydale Management Limited Company seeking to carry on a business in the food sector |
621,600 | 621,600 | - | - |
| Backhouse Management Limited Company seeking to carry on a business in the motor sector |
601,600 | 300,800 | - | - |
| Barham Consulting Limited Company seeking to carry on a business in the catering sector |
601,600 | 300,800 | - | - |
| Creasy Marketing Services Limited Company seeking to carry on a business in the textile sector |
601,600 | 300,800 | - | - |
| McGrigor Management Limited Company seeking to carry on a business in the pharmaceutical sector |
601,600 | 300,800 | - | - |
| Oxonica Limited International nanomaterials group |
2,524,527 | - | - | - |
| Racoon International Group Limited Supplier of hair extensions, hair care products and training |
655,851 | - | - | - |
| NexxtDrive Limited/Nexxt E-drive Limited Developer and exploiter of mechanical transmission technologies |
487,014 | - | - | - |
| CB Imports Group Limited (trading as Country Baskets) Importer and distributor of artificial flowers, floral sundries and home decor products |
175,000 | - | - | - |
| Biomer Technology Limited Developer of biomaterials for medical devices |
137,170 | - | - | - |
| Hemmels Limited Company specialising in sourcing, selling and servicing of high price classic cars |
30,180 | - | - | - |
| Total | 52,839,504 | 49,397,230 | 2,011,380 | 51,682,001 |
In accordance with Disclosure and Transparency Rule (DTR) 4.2.10, Colin Hook (Chairman), Jonathan Cartwright (Chairman of the Audit and Nomination & Remuneration Committees) and Helen Sinclair (Chairman of the Investment Committee), being the Directors of the Company, confirm that to the best of their knowledge:
In accordance with DTR 4.2.7, the Board confirms that the principal risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Financial Statements for the year ended 30 September 2018 ("the Annual Report").
The principal risks faced by the Company are:
A detailed explanation of the principal risks facing the Company can be found in the Annual Report on pages 27 and 28, and in Note 16 on Financial Instruments on pages 65 to 72. Copies can be viewed or downloaded from the Company's website: www.incomeandgrowthvct .co.uk.
Going Concern
The Board has assessed the Company's operation as a going concern. The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Half Year Management Report. The Directors have satisfied themselves that the Company continues
to maintain an adequate cash position. The portfolio taken as a whole remains resilient and well-diversified. The major cash outflows of the Company (namely investments, share buybacks and dividends) are within the Company's control.
The Board's assessment of liquidity risk and details of the Company's policies for managing its capital and financial risks are shown in Note 16 on pages 65 to 72 of the Annual Report. Accordingly, the Directors continue to adopt the going concern basis of accounting in preparing the half year report and financial statements.
This report may contain forward looking statements with regards to the financial condition and results of the Company, which are made in the light of current economic and business circumstances. Nothing in this report should be construed as a profit forecast.
For and on behalf of the Board:
Colin Hook Chairman
30 May 2019
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for the six months ended 31 March 2019
| Six months ended 31 March 2019 | |||||
|---|---|---|---|---|---|
| Notes | Revenue £ |
Capital £ |
(unaudited) Total £ |
||
| Unrealised gains/(losses) on investments held at fair value | 9 | - | 2,199,709 | 2,199,709 | |
| Realised gains on investments held at fair value | 9 | - | 367,651 | 367,651 | |
| Income | 4 | 1,783,886 | - | 1,783,886 | |
| Investment Adviser's fees | 5 | (215,882) | (647,647) | (863,529) | |
| Investment Adviser's performance fees | 5 | - | - | - | |
| Other expenses | (224,094) | - | (224,094) | ||
| Profit/(loss) on ordinary activities before taxation | 1,343,910 | 1,919,713 | 3,263,623 | ||
| Tax on profit/(loss) on ordinary activities | 6 | (209,618) | 209,618 | - | |
| Profit for the period and total comprehensive income | 1,134,292 | 2,129,331 | 3,263,623 | ||
| Basic and diluted earnings per share | 7 | 1.08p | 2.02p | 3.10p |
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the unrealised gains/(losses) and realised gains on investments and the proportion of the Investment Adviser's fee and performance fee charged to capital.
The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). In order to better reflect the activities of a VCT and in accordance with the 2014 Statement of Recommended Practice ("SORP") issued by the Association of Investment Companies ("AIC") and updated in January 2017, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007.
All the items in the above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the period/year.
| (audited) | Year ended 30 September 2018 | (unaudited) | Six months ended 31 March 2018 | ||
|---|---|---|---|---|---|
| Total £ |
Capital £ |
Revenue £ |
Total £ |
Capital £ |
Revenue £ |
| 570,022 | 570,022 | - | (1,251,618) | (1,251,618) | - |
| 1,113,464 | 1,113,464 | - | 1,810,102 | 1,810,102 | - |
| 3,093,838 | - | 3,093,838 | 1,476,579 | - | 1,476,579 |
| (1,713,245) | (1,284,934) | (428,311) | (822,776) | (617,082) | (205,694) |
| (1,119) | (1,119) | - | - | - | - |
| (455,836) | - | (455,836) | (234,496) | - | (234,496) |
| 2,607,124 | 397,433 | 2,209,691 | 977,791 | (58,598) | 1,036,389 |
| - | 339,227 | (339,227) | - | 173,800 | (173,800) |
| 2,607,124 | 736,660 | 1,870,464 | 977,791 | 115,202 | 862,589 |
| 2.62p | 0.74p | 1.88p | 1.04p | 0.12p | 0.92p |
The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the unrealised gains/(losses) and realised gains on investments and the proportion of the Investment Adviser's fee and performance fee
The total column is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). In order to better reflect the activities of a VCT and in accordance with the 2014 Statement of Recommended Practice ("SORP") issued by the Association of Investment Companies ("AIC") and updated in January 2017, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of profit attributable to equity shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income
All the items in the above statement derive from continuing operations of the Company. No operations were acquired or
The notes to the unaudited financial statements on pages 18 to 23 form part of these Half-Year Financial Statements.
charged to capital.
Tax Act 2007.
discontinued in the period/year.
as at 31 March 2019
| Notes | 31 March 2019 (unaudited) £ |
31 March 2018 (unaudited) £ |
30 September 2018 (audited) £ |
|
|---|---|---|---|---|
| Fixed assets | ||||
| Investments at fair value | 9 | 51,682,001 | 47,114,979 | 49,397,230 |
| Current assets | ||||
| Debtors and prepayments | 447,599 | 718,466 | 458,043 | |
| Current asset investments | 10 | 27,873,883 | 34,467,981 | 31,627,351 |
| Cash at bank | 10 | 1,659,682 | 1,483,126 | 1,284,816 |
| 29,981,164 | 36,669,573 | 33,370,210 | ||
| Creditors: amounts falling due within one year | (225,127) | (199,647) | (183,726) | |
| Net current assets | 29,756,037 | 36,469,926 | 33,186,484 | |
| Net assets | 81,438,038 | 83,584,905 | 82,583,714 | |
| Capital and reserves | ||||
| Called up share capital | 1,043,639 | 1,054,360 | 1,054,384 | |
| Capital redemption reserve | 44,235 | 25,754 | 33,490 | |
| Share premium reserve | 46,473,760 | 45,949,915 | 46,473,760 | |
| Revaluation reserve | 6,200,237 | 2,484,528 | 4,102,002 | |
| Special distributable reserve | 18,486,621 | 21,727,185 | 19,655,855 | |
| Realised capital reserve | 6,469,707 | 9,878,415 | 8,627,792 | |
| Revenue reserve | 2,719,839 | 2,464,748 | 2,636,431 | |
| Equity Shareholders' funds | 81,438,038 | 83,584,905 | 82,583,714 | |
| Basic and diluted net asset value: Basic and diluted net asset value per share |
11 | 78.03p | 79.28p | 78.32p |
The financial information for the six months ended 31 March 2019 and the six months ended 31 March 2018 has not been audited.
for the six months ended 31 March 2019
| Non-distributable reserves | Distributable reserves | |||||||
|---|---|---|---|---|---|---|---|---|
| Called up capital |
Capital share redemption reserve |
premium reserve |
Share Revaluation | Special reserve distributable reserve |
Realised capital reserve |
Revenue reserve (Note b) |
Total | |
| £ | £ | £ | £ | (Note a) £ |
(Note b) £ |
£ | £ | |
| At 1 October 2018 | 1,054,384 | 33,490 | 46,473,760 | 4,102,002 | 19,655,855 | 8,627,792 | 2,636,431 | 82,583,714 |
| Comprehensive income for the period |
||||||||
| Profit/(loss) for the period | - | - | - | 2,199,709 | - | (70,378) | 1,134,292 | 3,263,623 |
| Total comprehensive income for the period |
- | - | - | 2,199,709 | - | (70,378) | 1,134,292 | 3,263,623 |
| Contributions by and distributions to owners |
||||||||
| Shares bought back (Note c) Dividends paid |
(10,745) - |
10,745 - |
- - |
- - |
(731,205) - |
- | - | (731,205) (2,627,210) (1,050,884) (3,678,094) |
| Total contributions by and distributions to owners |
(10,745) | 10,745 | - | - | (731,205) (2,627,210) (1,050,884) (4,409,299) | |||
| Other movements Realised losses transferred to special reserve (Note a) Realisation of previously unrealised appreciation |
- - |
- - |
- - |
- (101,474) |
(438,029) - |
438,029 101,474 |
- - |
- - |
| Total other movements | - | - | - | (101,474) | (438,029) | 539,503 | - | - |
| At 31 March 2019 | 1,043,639 | 44,235 | 46,473,760 | 6,200,237 | 18,486,621 | 6,469,707 | 2,719,839 | 81,438,038 |
a): The Special distributable reserve also provides the Company with a reserve to absorb any existing and future realised losses and, when considered by the Board to be in the interests of shareholders, to fund share buybacks and for other corporate purposes. All of this reserve originates from funds raised prior to 6 April 2014. The transfer of £438,029 to the special reserve from the realised capital reserve above is the total of realised losses incurred by the Company in the period.
b): The realised capital reserve and the revenue reserve together comprise the Profit and Loss Account of the Company.
c): During the period, the Company repurchased 1,074,519 of its own shares at the prevailing market price for a total cost (including stamp duty) of £731,205, which were subsequently cancelled.
for the six months ended 31 March 2018
| Called up | Non-distributable reserves Capital share redemption premium |
Share Revaluation Special reserve distributable |
Distributable reserves Realised Revenue capital reserve |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| capital £ |
reserve £ |
reserve £ |
£ | reserve £ |
reserve £ |
£ | £ | |
| At 1 October 2017 | 792,047 | 14,014 | 24,099,311 | 4,020,689 | 23,215,643 | 10,134,703 | 2,072,344 | 64,348,751 |
| Comprehensive income for the period |
||||||||
| (Loss)/profit for the period | - | - | - | (1,251,618) | - | 1,366,820 | 862,589 | 977,791 |
| Total comprehensive | ||||||||
| income for the period | - | - | - | (1,251,618) | - | 1,366,820 | 862,589 | 977,791 |
| Contributions by and | ||||||||
| distributions to owners Shares issued via Offer |
||||||||
| for Subscription | 266,076 | - | 21,293,047 | - | (199,395) | - | - | 21,359,728 |
| Dividends re-invested | ||||||||
| into new shares | 7,977 | - | 557,557 | - | - | - | - | 565,534 |
| Shares bought back | (11,740) | 11,740 | - | - | (845,781) | - | - | (845,781) |
| Dividends paid | - | - | - | - | - | (2,350,933) | (470,185) | (2,821,118) |
| Total contributions by and | ||||||||
| distributions to owners | 262,313 | 11,740 | 21,850,604 | - | (1,045,176) (2,350,933) | (470,185) | 18,258,363 | |
| Other movements Realised losses transferred |
||||||||
| to special reserve | - | - | - | - | (443,282) | 443,282 | - | - |
| Realisation of previously unrealised appreciation |
- | - | - | (284,543) | - | 284,543 | - | - |
| Total other movements | - | - | - | (284,543) | (443,282) | 727,825 | - | - |
| At 31 March 2018 | 1,054,360 | 25,754 | 45,949,915 | 2,484,528 | 21,727,185 | 9,878,415 | 2,464,748 | 83,584,905 |
The composition of each of these reserves is explained below:
Called up share capital - The nominal value of shares originally issued increased for subsequent share issues either via an Offer for Subscription or Dividend Investment Scheme or reduced due to shares bought back by the Company.
Capital redemption reserve - The nominal value of shares bought back and cancelled is held in this reserve, so that the company's capital is maintained.
Share premium reserve - This reserve contains the excess of gross proceeds less issue costs over the nominal value of shares allotted under recent Offers for Subscription and the Company's Dividend Investment Scheme.
Revaluation reserve - Increases and decreases in the valuation of investments held at the period end are accounted for in this reserve, except to the extent that the diminution is deemed permanent.
In accordance with stating all investments at fair value through profit and loss, all such movements through both revaluation and realised capital reserves are shown within the Income Statement for the period.
Special distributable reserve - The cost of share buybacks is charged to this reserve. In addition, any realised losses on the sale or impairment of investments (excluding transaction costs), and 75% of the Investment Adviser fee expense, and the related tax effect, are transferred from the realised capital reserve to this reserve. The cost of any IFA facilitation fee payable as part of the Offer for Subscription is also charged to this reserve.
Realised capital reserve - The following are accounted for in this reserve:
• Gains and losses on realisation of investments;
• Permanent diminution in value of investments;
• Capital dividends paid.
Revenue reserve - Income and expenses that are revenue in nature are accounted for in this reserve together with the related tax effect, as well as income dividends paid that are classified as revenue in nature.
for the six months ended 31 March 2019
| Notes | Six months ended 31 March 2019 (unaudited) £ |
Six months ended 31 March 2018 (unaudited) £ |
Year ended 30 September 2018 (audited) £ |
|
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| Profit for the financial period | 3,263,623 | 977,791 | 2,607,124 | |
| Adjustments for: | ||||
| Net unrealised (gains)/losses on investments | (2,199,709) | 1,251,618 | (570,022) | |
| Realised gains on realisations on investments | (367,651) | (1,810,102) | (1,113,464) | |
| Increase in debtors | (66,947) | (228,772) | (4,832) | |
| Increase/(decrease) in creditors and accruals | 41,402 | (559,040) | (574,960) | |
| Net cash inflow/(outflow) from operating activities | 670,718 | (368,505) | 343,846 | |
| Cash flows from investing activities | ||||
| Purchase of investments | 9 | (1,933,990) | (3,103,915) | (6,290,160) |
| Disposal of investments | 9 | 2,293,969 | 4,513,856 | 6,579,334 |
| Net cash inflow from investing activities | 359,979 | 1,409,941 | 289,174 | |
| Cash flows from financing activities | ||||
| Shares issued as part of Offer for Subscription | - | 24,305,938 | 24,305,938 | |
| Equity dividends paid | 8 | (3,678,094) | (2,255,584) | (4,352,591) |
| Purchase of own shares | (731,205) | (928,419) | (1,461,936) | |
| Net cash (outflow)/inflow from financing activities | (4,409,299) | 21,121,935 | 18,491,411 | |
| Net (decrease)/increase in cash and cash equivalents | (3,378,602) | 22,163,371 | 19,124,431 | |
| Cash and cash equivalents at start of period | 29,760,398 | 10,635,967 | 10,635,967 | |
| Cash and cash equivalents at end of period | 26,381,796 | 32,799,338 | 29,760,398 | |
| Cash and cash equivalents comprise: | ||||
| Cash at bank and in hand | 10 | 1,659,682 | 1,483,126 | 1,284,816 |
| Cash equivalents | 10 | 24,722,114 | 31,316,212 | 28,475,582 |
The Income and Growth VCT plc is a public limited company incorporated in England, registration number 04069483. The registered office is 30 Haymarket, London, SW1Y 4EX.
These Financial Statements prepared in accordance with accounting policies consistent with Financial Reporting Standard 102 ("FRS102"), Financial Reporting Standard 104 ("FRS104") - Interim Financial Reporting, with the Companies Act 2006 and the 2014 Statement of Recommended practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('the SORP') (updated in January 2017) issued by the Association of Investment Companies. The Financial Statements have been prepared on the historical cost basis except for the modification to a fair value basis for certain financial instruments as specified in Note 9.
The Half-Year Report has not been audited, nor has it been reviewed by the auditor pursuant to the Financial Reporting Council's (FRC) guidance on Review of Interim Financial Information.
The accounting policies have been applied consistently throughout the period. Full details of principal accounting policies will be disclosed in the Annual Report, while the policy in respect of investments is included within an outlined box at the top of note 9 on investments.
| Six months ended 31 March 2019 (unaudited) £ |
Six months ended 31 March 2018 (unaudited) £ |
Year ended 30 September 2018 (audited) £ |
|
|---|---|---|---|
| Income | |||
| - Dividends | 240,656 | 121,857 | 424,491 |
| - Money market funds | 91,855 | 33,569 | 108,807 |
| - Loan stock interest | 1,408,515 | 1,290,981 | 2,497,742 |
| - Bank deposit interest | 23,074 | 22,433 | 43,178 |
| - Interest on preference share dividend arrears | 17,423 | - | 11,881 |
| - Other income | 2,363 | 7,739 | 7,739 |
| Total Income | 1,783,886 | 1,476,579 | 3,093,838 |
| Six months ended | Six months ended | Year ended | |
|---|---|---|---|
| 31 March 2019 | 31 March 2018 | 30 September 2018 | |
| (unaudited) | (unaudited) | (audited) | |
| £ | £ | £ | |
| Allocated to revenue return: Investment Adviser's fees | 215,882 | 205,694 | 428,311 |
| Allocated to capital return: Investment Adviser's fees | 647,647 | 617,082 | 1,284,934 |
| Investment Adviser's performance fees | - | - | 1,119 |
| Total | 863,529 | 822,776 | 1,714,364 |
| Investment Adviser's fee | 863,529 | 822,776 | 1,713,245 |
| Investment Adviser's performance fees | - | - | 1,119 |
| Total | 863,529 | 822,776 | 1,714,364 |
The Directors have charged 75% of the fees payable under the Investment Adviser's agreement, and 100% of the amounts payable under the Incentive Agreements, to the capital reserve. The Directors believe it is appropriate to charge the incentive fees wholly against the capital return, as any fees payable depend on capital performance, as explained below.
On 30 September 2014, a new incentive fee agreement was signed between the Board and Mobeus, with effect from 1 October 2013, to amend and replace the previous agreement. The previous agreement remained in force, but only with the former adviser, Foresight Group LLP. Mobeus waived their right to their portion of the fee under the previous agreement. This agreement expired on 10 March 2019.
Any payment under the new incentive agreement is now 15% of net realised gains for each year, payable in cash. It is payable only if Cumulative Net Asset Value (NAV) total return per share (being the closing NAV at a year end plus cumulative dividends paid to that year end, since 1 October 2013) equals or exceeds a "Target Return". The Target Return is the greater of two targets, being either:
Both measures of Target Return are applied to the same opening base, being NAV per share as at 30 September 2013 of 113.90 pence. The objective of this Target Return is to enable shareholders to benefit from a cumulative NAV return of at least 6% per annum (5% in the financial year ended 30 September 2014), before any incentive fee is payable. Once a payment has been made, cumulative NAV total return is calculated after deducting past years' incentive fees paid and payable.
Under this new incentive agreement, any fee payments to Mobeus are subject to an annual cap of an amount equal to 2% of the net assets of I&G VCT as at the immediately preceding year end. This cap included any fee payable to Foresight under the old agreement, although any such payment to Foresight was not capped, but that agreement expired on 10 March 2019. Any excess over the 2% remains payable to Mobeus in the following year(s), subject to the 2% annual cap in such subsequent year(s) and after any payment in respect of such subsequent year(s).
For the year ending 30 September 2019, the Target Return will be 160.05p per share (being a 6% uplift on the Target Return at the previous year end of 150.99 pence per share). As at 31 March 2019, the Cumulative Total NAV return is 149.03p per share, so the Target Return for the 2019 financial year has currently not been met and so no fee has been accrued.
There is no tax charge for the period as the Company has tax losses brought forward from previous periods, which can be offset against taxable income.
| Six months ended 31 March 2019 (unaudited) £ |
Six months ended 31 March 2018 (unaudited) £ |
Year ended 30 September 2018 (audited) £ |
|
|---|---|---|---|
| i) Total earnings after taxation: Basic earnings per share (Note a) |
3,263,623 3.10p |
977,791 1.04p |
2,607,124 2.62p |
| ii) Revenue earnings from ordinary activities after taxation Basic revenue earnings per share (Note b) |
1,134,292 1.08p |
862,589 0.92p |
1,870,464 1.88p |
| Net unrealised capital gains/(losses) on investments Net realised capital gains on investments Capitalised Investment Adviser fees and performance fees less taxation |
2,199,709 367,651 (438,029) |
(1,251,618) 1,810,102 (443,282) |
570,022 1,113,464 (946,826) |
| iii) Total capital return Basic capital earnings per share (Note c) |
2,129,331 2.02p |
115,202 0.12p |
736,660 0.74p |
| iv) Weighted average number of shares in issue in the period |
105,141,805 | 93,616,928 | 99,602,770 |
| Dividend | Type | For the year ended 30 September |
Pence per share |
Date paid | Six months ended 31 March 2019 (unaudited) £ |
Six months ended 31 March 2018 (unaudited) £ |
Year ended 30 September 2018 (audited) £ |
|---|---|---|---|---|---|---|---|
| Final | Income | 2017 | 0.50p 15 February 2018 | - | 470,185 | 470,185 | |
| Final | Capital | 2017 | 2.50p 15 February 2018 | - | 2,350,933 | 2,350,933 | |
| Interim | Income | 2018 | 0.80p | 21 June 2018 | - | - | 843,492 |
| Interim | Capital | 2018 | 1.70p | 21 June 2018 | - | - | 1,792,420 |
| Final | Income | 2018 | 1.00p 15 February 2019 | 1,050,884 | - | - | |
| Final | Capital | 2018 | 2.50p 15 February 2019 | 2,627,210 | - | - | |
| Previous dividends not claimed within the statutory period | - | - | (7,300) | ||||
| Total* | 3,678,094 | 2,821,118 | 5,449,730 |
* - For the period ended 31 March 2018, £2,821,118 (30 September 2018: £5,449,730) disclosed above differs to that shown in the Statement of Cash Flows of £2,255,584; (30 September 2018: £4,352,591) due to £565,534 (30 September 2018: £1,097,139) of new shares issued as part of the Company's Dividend Investment Scheme. No new shares were issued as part of the Scheme in the current period following the suspension of the Scheme in December 2018.
The most critical estimates, assumptions and judgements relate to the determination of the carrying value of investments at 'fair value through profit and loss' ("FVTPL"). All investments held by the Company are classified as FVTPL and measured in accordance with the International Private Equity and Venture Capital Valuation ("IPEV") guidelines, as updated in December 2018. This classification is followed as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income.
For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional. Where the terms of a disposal state that consideration may be received at some future date and, subject to the conditionality and materiality of the amount of deferred consideration, an estimate of the fair value, discounted for the time value of money may be recognised through the Income Statement. In other cases, the proceeds will only be recognised once the right to receive payment is established and there is no reasonable doubt that payment will be received.
Unquoted investments are stated at fair value by the Directors at each measurement date in accordance with appropriate valuation techniques, which are consistent with the IPEV guidelines:
(i) Each investment is considered as a whole on a 'unit of account' basis, i.e. that the value of each portfolio company is considered as a whole, alongside consideration of:-
The price of new investments made, if deemed to be made as part of an orderly transaction, are considered to be at fair value at the date of the transaction. The inputs that derived the investment price are calibrated within individual valuation models and, at subsequent measurement dates, are reconsidered for any changes in light of more recent events or changes in the market performance of the investee company. The valuation bases used are the following:
or:-
Capital gains and losses on investments, whether realised or unrealised, are dealt with in the profit and loss and revaluation reserves and movements in the period are shown in the Income Statement.
All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement.
A key judgement made in applying the above accounting policy relates to investments that are permanently impaired. Where the value of an investment has fallen permanently below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Adviser, will agree the values that represent the extent to which an investment has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value.
The methods of fair value measurement are classified in to hierarchy based on the reliability of the information used to determine the valuation.
| Traded on AIM |
Unquoted ordinary shares |
Unquoted Preference shares |
Unquoted Loan stock |
Total | |
|---|---|---|---|---|---|
| Level 1 £ |
Level 3 £ |
Level 3 £ |
Level 3 £ |
£ | |
| Valuation at 1 October 2018 | 1,822,412 | 20,758,488 | 368,541 | 26,447,789 | 49,397,230 |
| Purchases at cost Sales - proceeds (Note a) - realised (losses)/gains Unrealised (losses)/gains on investments in the period |
- - - (11,132) |
926,956 (367,651) (362,269) 2,826,057 |
- (101,518) - (7,672) |
1,084,424 (1,824,800) 729,920 (607,544) |
2,011,380 (2,293,969) 367,651 2,199,709 |
| Valuation at 31 March 2019 | 1,811,280 | 23,781,581 | 259,351 | 25,829,789 | 51,682,001 |
| Book cost at 31 March 2019 Unrealised gains at 31 March 2019 Permanent impairment of valuation of investments |
1,333,907 977,373 (500,000) |
25,855,013 4,666,941 (6,740,373) |
24,674 234,677 - |
25,625,910 321,246 (117,367) |
52,839,504 6,200,237 (7,357,740) |
| Valuation at 31 March 2019 | 1,811,280 | 23,781,581 | 259,351 | 25,829,789 | 51,682,001 |
| (Losses)/gains on investments Realised gains based on historical cost Less amounts recognised as unrealised |
- | 367,651 | 101,474 | - | 469,125 |
| gains in previous years | - | - | (101,474) | - | (101,474) |
| Realised gains based on carrying value at 30 September 2018 Net movement in unrealised |
- | 367,651 | - | - | 367,651 |
| (losses)/gains in the period | (11,132) | 2,826,057 | (7,672) | (607,544) | 2,199,709 |
| (Losses)/gains on investments for the period ended 31 March 2019 |
(11,132) | 3,193,708 | (7,672) | (607,544) | 2,567,360 |
Note a) Purchases shown above of £2,011,380 differs from those shown in the Statement of Cash flows of £1,933,990 by £77,390. This difference arises due to funds held in a solicitor's client account in advance of an investment that completed in October 2018.
There has been no significant change in the risk analysis as disclosed in Note 16 of the Financial Statements in the Company's Annual Report. The decrease in unrealised valuations of the loan stock investments above reflect the changes in the entitlement to loan premiums, and/or in the underlying enterprise value of the investee company. The decrease does not arise from assessments of credit or market risk upon these instruments.
Level 3 unquoted equity and loan investments are valued in accordance with IPEV guidelines as follows:
| as at 31 March 2019 (unaudited) £ |
as at 31 March 2018 (unaudited) £ |
as at 30 September 2018 (audited) £ |
|
|---|---|---|---|
| Valuation methodology | |||
| Multiple of earnings, revenues or | |||
| gross margin, as appropriate | 48,101,806 | 37,773,979 | 39,461,312 |
| Recent investment price | 472,500 | 7,436,704 | 7,488,254 |
| Discounted realisation proceeds | 26,563 | 26,563 | 26,563 |
| Net asset value | 162,366 | 304,755 | 162,366 |
| Cost (reviewed for impairment) | 1,107,486 | - | 436,323 |
| Total | 49,870,721 | 45,542,001 | 47,574,818 |
| as at 31 March 2019 (unaudited) £ |
as at 31 March 2018 (unaudited) £ |
as at 30 September 2018 (audited) £ |
|
|---|---|---|---|
| OEIC Money market funds | 24,722,114 | 31,316,212 | 28,475,582 |
| Cash equivalents per Statement of Cash Flows Bank deposits that mature after three months |
24,722,114 3,151,769 |
31,316,212 3,151,769 |
28,475,582 3,151,769 |
| Current asset investments | 27,873,883 | 34,467,981 | 31,627,351 |
| Cash at bank | 1,659,682 | 1,483,126 | 1,284,816 |
| as at | as at | as at | |
|---|---|---|---|
| 31 March 2019 | 31 March 2018 | 30 September 2018 | |
| (unaudited) | (unaudited) | (audited) | |
| Net assets | £81,438,038 | £83,584,905 | £82,583,714 |
| Number of shares in issue | 104,363,865 | 105,435,973 | 105,438,384 |
| Net asset value per share - basic and diluted | 78.03p | 79.28p | 78.32p |
On 10 May 2019, the Company realised its investment in The Plastic Surgeon Holdings Limited, generating proceeds of £1.22 million.
On 13 May 2019, the Company invested £1.53 million into Arkk Consulting Limited, a service and product provider that enables companies to remain compliant with regulatory reporting requirements.
On 22 May 2019, the Company invested £0.93 million into Parsley Box Limited, a supplier of home delivered ambient ready meals for the elderly.
The financial information for the six months ended 31 March 2019 and the six months ended 31 March 2018 has not been audited.
The financial information contained in this Half-Year report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The financial statements for the year ended 30 September 2018 have been filed with the Registrar of Companies. The auditor has reported on these Financial Statements and that report was unqualified and did not contain a statement under either section 498(2) or 498(3) of the Companies Act 2006.
Copies of this statement are being sent to all shareholders. Further copies are available free of charge from the Company's registered office, 30 Haymarket, London, SW1Y 4EX, or can be downloaded via the Company's website at www.incomeandgrowthvct.co.uk.
We aim to communicate regularly with our shareholders. In addition to the Half-Year and Annual Reports, shareholders receive a twice-yearly VCT newsletter from the Investment Adviser, approved by the Board. The February annual general meetings provide a useful platform for the Board to meet shareholders and exchange views. Your Board welcomes your attendance at general meetings to give you the opportunity to meet your Directors and representatives of the Investment Adviser. The Company releases Interim Management Statements, in respect of those quarters when it does not publish full or half-year accounts. The Investment Adviser holds an annual shareholder event. This year's event, held on 5 February 2019, is discussed in the Chairman's Statement on page 2. The next Shareholder Event will take place in the first quarter of 2020 and shareholders will be sent further details and an invitation nearer to the date.
Shareholders wishing to follow the Company's progress can visit its website at www.incomeandgrowthvct.co.uk. The website includes up-to-date information on fund performance, including the most recent NAV, and dividends paid as well as publicly available information on the Company's portfolio of investments and copies of company reports. There is also a link to the London Stock Exchange's website at www.londonstockexchange.com which provides details of the share price and latest NAV announcements, etc.
| Financial calendar | |
|---|---|
| May/June 2019 | Announcement of the Half Year results and circulation of the Half Year Report for the six months ended 31 March 2019. |
| 12 July 2019 | Payment of an interim dividend of 1.50 pence per share. |
| 30 September 2019 | Year-end. |
| Late December 2019 | Annual Report for the year ended 30 September 2019 to be circulated to shareholders. |
| Early 2020 | Shareholder Event |
| February 2020 | Annual General Meeting |
Shareholders who wish to have their dividends paid directly into their bank account, rather than having them sent by cheque to their registered address, can complete a mandate for this purpose. Mandates can be obtained by contacting the Company's Registrars, Link Asset Services at the address given on page 29.
Shareholders are encouraged to ensure that the Registrars maintain up-to-date details for their accounts and to check whether they have received and banked all dividends payable to them. This is particularly important if a shareholder has recently changed address or bank details. We are aware that a number of dividends remain unclaimed by shareholders and whilst we will endeavour to contact them if this is the case, we cannot guarantee that we will be able to do so if the Registrars do not have an up-to-date postal and/or email address.
As explained in the 2018 Annual Report, the Dividend Investment Scheme is currently suspended until further notice.
For details on your individual shareholding and to manage your account online, shareholders may log into or register with the Link Shareholder Portal: www.signalshares.com You can use the Portal to change your address details, check your holding balance and transactions, view the dividends you have received and add and amend your bank details.
The Company's shares are listed on the London Stock Exchange and they can be sold in the same way as any other quoted company through a stockbroker. However, to ensure that you obtain the best price, you are strongly advised to contact the Company's stockbroker, Panmure Gordon, by telephoning 020 7886 2717, before agreeing a price with your stockbroker. Shareholders are also advised to discuss their individual tax position with their financial advisor before deciding to sell their shares.
Tax legislation was introduced with effect from 1 January 2016 under the Organisation for Economic Co-operation and Development Common Reporting Standard for Automatic Exchange of Financial Account Information. The legislation requires investment trust companies to provide personal information to HMRC on certain investors who purchase their shares. As an affected entity, the Company has to provide information annually to HMRC relating to a number of non-UK based certificated shareholders who are deemed to be resident for tax purposes in any of the 90 plus countries who have joined CRS. All new shareholders, excluding those whose shares are held in CREST, entered onto the share register after 1 January 2016 will be asked to provide the relevant information. Additionally, HMRC's policy position on FATCA now means that, as a result of the restricted secondary market in VCT shares, the Company's shares are not considered to be "regularly traded". The Company is therefore also an affected entity for the purposes of this legislation and as such will have to provide information annually to HMRC relating to shareholders who are resident for tax purposes in the United States.
For enquiries concerning the investment portfolio or the Company in general, please contact the Investment Adviser, Mobeus Equity Partners LLP. To contact the Chairman or any member of the Board, please contact the Company Secretary, also Mobeus Equity Partners LLP, in the first instance.
The Registrars may be contacted via their shareholder portal, post or telephone for queries relating to your shareholding including dividend payments, dividend mandate forms, change of address, etc.
Full contact details for each of Mobeus and Link are included under Corporate Information on page 29.
| Share price at 31 March 2019 | 67.00p1 |
|---|---|
| NAV per share as at 31 March 2019 | 78.03p |
The following table shows, for all investors in The Income & Growth VCT plc, how their investments have performed since they were originally allotted shares in each fundraising.
Shareholders from the original fundraising in 2000/01 should note that the funds were managed by three investment advisers, up until 10 March 2009. At that date, Mobeus became the sole adviser, to this and all subsequent fundraisings.
Total return data, which includes cumulative dividends paid to date, is shown on both a share price and a NAV basis as at 31 March 2019. The NAV basis enables Shareholders to evaluate more clearly the performance of the Fund, as it reflects the underlying value of the portfolio at the reporting date. This is the most widely used measure of performance in the VCT sector.
| Allotment date(s) | Allotment price |
Net allotment |
Cumulative dividends |
Total return per share to shareholders since allotment |
||||
|---|---|---|---|---|---|---|---|---|
| price2 | paid per share |
(Share price basis) |
(NAV basis) |
% increase since 30 September 2018 |
||||
| (p) | (p) | (p) | (p) | (p) | (NAV basis) | |||
| Funds raised - O Fund3 (launched 18 October 2000) |
||||||||
| Between 3 November 2000 and 11 May 2001 | 100.00 | 60.62 | 106.57 | 157.34 | 165.70 | 1.5% | ||
| Funds raised 2007/8 - S Share fund (launched 14 December 2007) | ||||||||
| Between 1 April 2008 and 6 June 2008 | 100.00 | 70.00 | 111.50 | 178.50 | 189.53 | 1.7% | ||
| Funds raised 2010/11 (launched 12 November 2010) | ||||||||
| 21 January 2011 | 104.80 | 73.36 | 111.00 | 178.00 | 189.03 | 1.7% | ||
| 28 February 2011 | 107.90 | 75.53 | 109.00 | 176.00 | 187.03 | 1.7% | ||
| 22 March 2011 | 105.80 | 74.06 | 109.00 | 176.00 | 187.03 | 1.7% | ||
| 1 April 2011 | 105.80 | 74.06 | 107.00 | 174.00 | 185.03 | 1.8% | ||
| 5 April 2011 | 105.80 | 74.06 | 107.00 | 174.00 | 185.03 | 1.8% | ||
| 10 May 2011 | 105.80 | 74.06 | 107.00 | 174.00 | 185.03 | 1.8% | ||
| 6 July 2011 | 106.00 | 74.20 | 107.00 | 174.00 | 185.03 | 1.8% | ||
| Funds raised 2012 (launched 20 January 2012) | ||||||||
| 8 March 2012 | 106.40 | 74.48 | 83.00 | 150.00 | 161.03 | 2.0% | ||
| 4 April 2012 | 106.40 | 74.48 | 83.00 | 150.00 | 161.03 | 2.0% | ||
| 5 April 2012 | 106.40 | 74.48 | 83.00 | 150.00 | 161.03 | 2.0% | ||
| 10 May 2012 | 106.40 | 74.48 | 83.00 | 150.00 | 161.03 | 2.0% | ||
| 10 July 2012 | 111.60 | 78.12 | 83.00 | 150.00 | 161.03 | 2.0% | ||
| Funds raised 2013 (launched 29 November 2012) | ||||||||
| 14 January 2013 | 116.00 | 81.20 | 83.00 | 150.00 | 161.03 | 2.0% | ||
| 28 March 2013 | 112.60 | 78.82 | 77.00 | 144.00 | 155.03 | 2.1% | ||
| 4 April 2013 | 112.60 | 78.82 | 77.00 | 144.00 | 155.03 | 2.1% | ||
| 5 April 2013 | 112.60 | 78.82 | 77.00 | 144.00 | 155.03 | 2.1% | ||
| 10 April 2013 Pre RDR4 | 115.30 | 80.71 | 77.00 | 144.00 | 155.03 | 2.1% | ||
| 10 April 2013 Post RDR4 | 112.60 | 78.82 | 77.00 | 144.00 | 155.03 | 2.1% | ||
| 7 May 2013 | 112.60 | 78.82 | 77.00 | 144.00 | 155.03 | 2.1% |
1 - Source: Panmure Gordon & Co (mid-price basis).
2 - Net allotment price is the allotment price less applicable income tax relief. Income tax relief was 20% up until 5 April 2004, 40% from 6 April 2004 to 5 April 2006, and 30% thereafter.
3 - Shareholders who invested in 2000/01 received 0.7578 shares in the current share class for each share previously held on 29 March 2010, when the Company's two share classes merged. The net allotment price, NAV, cumulative dividend, total return, share price and percentage return data per share have been adjusted to reflect this conversion ratio.
4 - RDR means the date of implementation of the Retail Distribution Review on 31 December 2012, which affected the level of charges in the allotment price for applications received before and after that date.
| Allotment date(s) | Allotment price |
Net allotment |
Cumulative dividends |
Total return per share to shareholders since allotment |
||
|---|---|---|---|---|---|---|
| price1 | paid per share |
(Share price basis) |
(NAV basis) |
% increase since 30 September 2018 |
||
| (p) | (p) | (p) | (p) | (p) | (NAV basis) | |
| Funds raised 2014 (launched 28 November 2013) | ||||||
| 9 January 2014 | 117.822 | 82.47 | 71.00 | 138.00 | 149.03 | 2.2% |
| 11 February 2014 | 119.022 | 83.31 | 71.00 | 138.00 | 149.03 | 2.2% |
| 31 March 2014 | 115.642 | 80.95 | 67.00 | 134.00 | 145.03 | 2.3% |
| 3 April 2014 | 116.172 | 81.32 | 67.00 | 134.00 | 145.03 | 2.3% |
| 4 April 2014 | 115.452 | 80.82 | 67.00 | 134.00 | 145.03 | 2.3% |
| 6 June 2014 | 121.552 | 85.09 | 67.00 | 134.00 | 145.03 | 2.3% |
| Funds raised 2015 (launched 10 December 2014) | ||||||
| 14 January 2015 | 108.332 | 75.83 | 53.00 | 120.00 | 131.03 | 2.5% |
| 17 February 2015 | 113.172 | 79.22 | 53.00 | 120.00 | 131.03 | 2.5% |
| 10 March 2015 | 109.882 | 76.92 | 49.00 | 116.00 | 127.03 | 2.6% |
| Funds raised 2017/18 (launched 6 September 2017) | ||||||
| 28 September 2017 | 82.492 | 57.74 | 9.00 | 76.00 | 87.03 | 3.8% |
| 20 October 2017 | 82.672 | 57.87 | 9.00 | 76.00 | 87.03 | 3.8% |
| 9 November 2017 | 83.202 | 58.24 | 9.00 | 76.00 | 87.03 | 3.8% |
| 20 November 2017 | 84.542 | 59.18 | 9.00 | 76.00 | 87.03 | 3.8% |
| 21 November 2017 | 84.502 | 59.15 | 9.00 | 76.00 | 87.03 | 3.8% |
| 24 January 2018 | 81.272 | 56.89 | 6.00 | 73.00 | 84.03 | 4.0% |
| 13 March 2018 | 82.322 | 57.62 | 6.00 | 73.00 | 84.03 | 4.0% |
1 - Net allotment price is the allotment price less applicable income tax relief. Income tax relief was 20% up until 5 April 2004, 40% from 6 April 2004 to 5 April 2006, and 30% thereafter.
2 - Average effective offer price. Shares were allotted pursuant to the 2013/14, 2014/15 and 2017/18 offers at individual prices for each investor in accordance with its pricing formula set out in each offer's respective Securities Note.
| Funds raised 2000/01 'O' Share Fund |
Funds raised 2007/08 'S' Share Fund |
Funds raised 2010/11 |
Funds raised 2012 |
Funds raised 2013 |
Funds raised 2014 |
Funds raised 2015 |
Funds raised 2017/18 |
||
|---|---|---|---|---|---|---|---|---|---|
| (p) | (p) | (p) | (p) | (p) | (p) | (p) | (p) | ||
| 15 February 2019 | 2.651 | 3.50 | 3.50 | 3.50 | 3.50 | 3.50 | 3.50 | 3.50 | |
| 21 June 2018 | 1.891 | 2.50 | 2.50 | 2.50 | 2.50 | 2.50 | 2.50 | 2.50 | |
| 15 February 2018 | 2.271 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | |
| 31 August 2017 | 11.371 | 15.00 | 15.00 | 15.00 | 15.00 | 15.00 | 15.00 | ||
| 20 June 2017 | 2.271 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | ||
| 15 February 2017 | 3.031 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | ||
| 07 July 2016 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | ||
| 15 February 2016 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | ||
| 30 June 2015 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | ||
| 20 March 2015 | 3.031 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | ||
| 30 October 2014 | 6.061 | 8.00 | 8.00 | 8.00 | 8.00 | 8.00 | |||
| 03 July 2014 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | 6.00 | |||
| 12 March 2014 | 3.031 | 4.00 | 4.00 | 4.00 | 4.00 | 4.00 | |||
| 27 June 2013 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | ||||
| 08 February 2013 | 4.551 | 6.00 | 6.00 | 6.00 | 6.00 | ||||
| 15 February 2012 | 3.021 | 4.00 | 4.00 | ||||||
| 27 January 2012 | 15.161 | 20.00 | 20.00 | ||||||
| 28 March 2011 | 1.521 | 2.00 | 2.00 | ||||||
| 22 February 2011 | 1.521 | 2.00 | 2.00 | ||||||
| 29 March 2010 Merger of the 'O' and 'S' Share Funds | |||||||||
| 17 March 2010 | 2.00 | 0.50 | |||||||
| 16 February 2009 | 4.00 | ||||||||
| 15 February 2008 | 2.00 | ||||||||
| 24 October 2007 | 2.00 | ||||||||
| 15 February 2007 | 3.75 | ||||||||
| 14 February 2006 | 3.25 | ||||||||
| 04 February 2005 | 1.25 | ||||||||
| 11 February 2004 | 1.25 | ||||||||
| 12 February 2003 | 1.75 | ||||||||
| 18 February 2002 | 1.20 | ||||||||
| Total dividends paid | 106.57 | 111.50 | 111.00 | 83.00 | 83.00 | 71.00 | 53.00 | 9.00 |
1 - The dividends paid after the merger, on the former 'O' Share Fund shareholdings have been restated to take account of the merger conversion ratio.
The above data relates to an investor in the first allotment of each fundraising. The precise amount of dividends paid to shareholders by date of allotment is shown in the table on the previous page.
Colin Hook Jonathan Cartwright Helen Sinclair
30 Haymarket London SW1Y 4EX
Company Registration Number 4069483
Legal Entity Identifier 213800FPC15FNM74YD92
www.incomeandgrowthvct.co.uk
Mobeus Equity Partners LLP 30 Haymarket London SW1Y 4EX Tel: 020 7024 7600 [email protected] www.mobeus.co.uk
Link Asset Services Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Tel: 0371 664 0324
Shareholder portal: www.signalshares.com
BDO LLP 55 Baker Street London W1U 7EU
Shakespeare Martineau LLP No 1 Colmore Square Birmingham B4 6AA
Panmure Gordon (UK) Limited 1 New Change London EC4M 9AF
Philip Hare & Associates LLP 4-6 Staple Inn High Holborn London WC1V 7QH
National Westminster Bank plc PO Box 12258 1 Princes Street London EC2R 8PA

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