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ALBION TECHNOLOGY & GENERAL VCT PLC
Interim / Quarterly Report • Sep 23, 2025
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Interim / Quarterly Report
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Albion Technology & General VCT PLC
Half-yearly Financial Report (unaudited) for the six months to 30 June 2025
2O25
Albion Technology & General VCT PLC
Half-yearly Financial Report (unaudited) for the six months to 30 June 2025
COMPANY INFORMATION
| Company name | Country of incorporation | Legal form |
|---|---|---|
| Albion Technology & General VCT PLC (the "Company") |
United Kingdom | Public Limited Company |
| Directors | Company number | Auditor |
| C S Richardson, Chairman D Benda S Pathakji S Thorpe |
04114310 | Johnston Carmichael LLP 7-11 Melville Street Edinburgh, EH3 7PE |
| Manager, company secretary, AIFM and registered office |
Registrar | Corporate broker |
| Albion Capital Group LLP 1 Benjamin Street London, EC1M 5QL |
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol, BS99 6ZZ |
Panmure Liberum Limited Ropemaker Place, Level 12 25 Ropemaker Street London, EC2Y 9LY |
| Taxation adviser | Legal adviser | Depositary |
| Philip Hare & Associates LLP Bridge House 181 Queen Victoria Street London, EC4V 4EG |
Howard Kennedy LLP 1 London Bridge London, SE1 9BG |
Ocorian Depositary (UK) Limited Level 5, 20 Fenchurch Street London, EC3M 3BY |
The Company is a member of The Association of Investment Companies (www.theaic.co.uk).
| Shareholder information | Financial adviser information |
|---|---|
| For help relating to dividend payments, shareholdings and share certificates please contact Computershare Investor Services PLC: Tel: 0370 873 5854 (UK national rate call, lines are open 8.30am – 5.30pm; Mon – Fri, calls are recorded) Website: www.investorcentre.co.uk |
For enquiries relating to the performance of the Company, and information for financial advisers, please contact the Business Development team at Albion Capital Group LLP: Email: [email protected] Tel: 020 7601 1850 (lines are open 9.00am – 5.30pm; Mon – Fri, calls are recorded) |
| Shareholders can access holdings and valuation information regarding any of their shares held with Computershare by registering on Computershare's website. |
Website: www.albion.capital |
| Shareholders can also contact the Chairman directly on: [email protected] |
Please note that these contacts are unable to provide financial or taxation advice.
CONTENTS
| Investment objective and policy | 6 |
|---|---|
| Financial summary and financial calendar | 7 |
| Interim management report | 8 |
| Portfolio of investments | 12 |
| Responsibility statement | 15 |
| Condensed income statement | 16 |
| Condensed balance sheet | 17 |
| Condensed statement of changes in equity | 18 |
| Condensed statement of cash flows | 19 |
| Notes to the unaudited condensed Financial Statements | 20 |
INVESTMENT OBJECTIVE AND POLICY
The Company's investment objective is to provide investors with a regular and predictable source of dividend income, combined with the prospect of long-term capital growth, through a balanced portfolio of predominantly unquoted growth and technology businesses in a qualifying Venture Capital Trust ("VCT").
Investment policy
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.
VCT qualifying and non-qualifying investments
Application of the investment policy is designed to ensure that the Company continues to qualify, and remains approved as a VCT by HM Revenue and Customs ("VCT regulations"). The maximum amount invested in any one company is limited to any HMRC annual investment limits. It is intended that normally at least 80% of the Company's funds will be invested in VCT qualifying investments. The VCT regulations also have an impact on the type of investments and qualifying sectors in which the Company can make an investment.
Funds held to invest in VCT qualifying assets or for liquidity purposes will be held as cash on deposit or invested in floating rate notes or similar instruments with banks or other financial institutions with high credit ratings. They may also be 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% of the Company's assets at the time of investment.
The Company shall be able to (i) continue to hold VCT assets that were previously acquired in accordance with the Company's investment policy that applied at the time of investment and (ii) acquire such VCT assets through a merger with another VCT where such assets were previously acquired by that target VCT (in accordance with its investment policy that applied at the time of investment).
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within VCT qualifying industry sectors using a mix of securities. The maximum the Company will invest in a single company is 15% 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.
Borrowing powers
The Company's maximum exposure in relation to gearing is restricted to 10% of the adjusted share capital and reserves. The Directors do not have any intention of utilising long-term gearing.
Changes to the Investment Policy
The Company will not make a material change to its published investment policy without obtaining the prior approval of its shareholders.
FINANCIAL SUMMARY
Movements in net asset value
| six months ended 30 | Unaudited June 2025 (pence per share) |
Unaudited six months ended 30 June 2024 (pence per share) |
Audited year ended 31 December 2024 (pence per share) |
|||
|---|---|---|---|---|---|---|
| Opening net asset value | 73.04 | 71.99 | 71.99 | |||
| Capital (loss)/return | (0.86) | 4.57 | 5.42 | |||
| Revenue return | 0.28 | 0.42 | 0.51 | |||
| Total (loss)/return | (0.58) | 4.99 | 5.93 | |||
| Dividends paid | (1.83) | (1.80) | (3.68) | |||
| Impact from share capital movements | 0.07 | (0.09) | (1.20) | |||
| Net asset value | 70.70 | 75.09 | 73.04 |
Total shareholder value
| Ordinary shares | |
|---|---|
| (pence per share) | |
| Total dividends paid since launch to 30 June 2025 | 132.85 |
| Net asset value as at 30 June 2025 | 70.70 |
| Total shareholder value per share to 30 June 2025 | 203.55 |
A more detailed breakdown of the dividends paid per year can be found at www.albion.capital/vct-funds/ AATG under the 'Dividends' section.
In addition to the dividends paid above, the Board declared a second dividend for the year ending 31 December 2025 of 1.77 pence per Ordinary share to be paid on 31 October 2025 to shareholders on the register on 3 October 2025.
FINANCIAL CALENDAR
| 3 October 2025 | Record date for second dividend for the year |
|---|---|
| 31 October 2025 | Payment date for second dividend for the year |
| 31 December | Financial year end |
INTERIM MANAGEMENT REPORT
Clive Richardson Chairman
Introduction
During a period marked by continued macroeconomic uncertainty and heightened market volatility which has been driven by persistent inflationary pressures and geopolitical tensions, the Company has inevitably been affected by these broader challenges. As a result, for the six months ended 30 June 2025, the Company generated a small total loss of 0.58 pence per share, representing a 0.8% decrease in net asset value from the start of the period. While disappointing, the performance of a venture capital portfolio should be assessed over the long term.
Results and dividends
The total loss for the six months to 30 June 2025 was £2.1 million (six months ended 30 June 2024: gain of £9.2 million; year ended 31 December 2024: gain of £11.4 million). The Company paid a first dividend of 1.83 pence per share during the period to 30 June 2025 (30 June 2024: 1.80 pence per share). As a result, the net asset value ("NAV") has decreased to 70.70 pence per share on 30 June 2025 (31 December 2024: 73.04 pence per share).
In line with our dividend policy, targeting around 5% of NAV per annum, the Company will pay a second dividend for the financial year ending 31 December 2025 of 1.77 pence per share on 31 October 2025 to shareholders on the register on 3 October 2025, being 2.5% of the 30 June 2025 NAV.
This will bring the total dividends paid for the year ending 31 December 2025 to 3.60 pence per share, which equates to a 4.9% yield on the opening NAV of 73.04 pence per share.
Performance and portfolio update
The total loss on investments for the period ended 30 June 2025 was £0.9 million (six months ended 30 June 2024: gain of £9.9 million; year ended 31 December 2024: gain of £13.2 million). The key upward valuation movements in the period, which were a result of strong trading and/or externally led follow on investment rounds were: Oviva by £4.8 million; Convertr Media by £3.0 million; Elliptic Enterprises by £1.2 million; Gravitee Topco (T/A Gravitee.io) by £1.1 million; and Treefera by £1.0 million.
The challenging economic environment has resulted in several write-downs in our portfolio. The most significant downward movements in the period were £3.2 million in Proveca, £2.3 million in GX Molecular (T/A CS Genetics), £1.4 million in Radnor House School, £1.4 million in Diffblue and £1.3 million in Toqio FinTech Holdings (T/A Toqio).
During the period, a total of £14.1 million was deployed into investments, of which £6.9 million was invested into ten new portfolio companies, all of which are expected to require further investment as the companies prove themselves and grow. The five largest new investments made by the Company are:
- £2.4 million into Total Access Health (T/A Evaro), a platform for streamlining access to care for minor health issues;
- £1.7 million into Latent Technology Group, a generative AI engine for animations in the gaming and entertainment sectors;
- £1.6 million into Labrys Group Holdings, a platform for managing/communicating with and paying globally distributed teams in defence and other sectors;
- £0.3 million into Innerworks Technology, an adaptive security platform to combat AI generated fraud; and
- £0.3 million into Scripta Therapeutics, leveraging machine learning algorithms with wet lab screening for transcription factors against neurodegeneratve diseases.
The Company also provided follow-on funding to its existing portfolio in the period, with £7.2 million invested across thirteen existing portfolio companies, the largest being: £1.3 million into Mondra Global; £1.3 million into Gravitee; and £1.1 million into TransFICC.
Our top 3 portfolio companies (Quantexa, Proveca and Oviva) now account for 30.0% of the Company's NAV (30 June 2024: 30.3%; 31 December 2024: 31.8%).
A full list of the Company's investments and disposals, including their movements in value for the period, can be found in the portfolio of investments section on pages 12 to 14.
Portfolio analysis by sector
- FinTech 31% (30%)
- Software & other technology 22% (22%)
- Healthcare (including digital healthcare) 16% (17%)
- Renewable energy 6% (7%)
- Deeptech 2% (1%)
- Other (including education) 2% (4%)
- Cash and other net assets 21% (19%)
Comparatives for 31 December 2024 are in brackets
Board composition
During the period, Fiona Wollocombe retired after six years in total on the Board of the Company and of Albion KAY VCT PLC before the merger. My sincere appreciation goes to Fiona for her exceptional support and contribution, especially during the merger.
Share buy-backs
It remains the Board's policy to buy-back shares in the market, subject to the overall constraint that such purchases are in the Company's interest. This includes the maintenance of sufficient cash resources for investment in new and existing portfolio companies and the continued payment of dividends to shareholders. It is the Board's intention that such buy-backs should be at around a 5% discount to NAV, in so far as market conditions and liquidity permit. The Board continues to review the use of buy-backs and is satisfied that it is an important means of providing market liquidity for shareholders. Details of shares bought back during the period can be found in note 9.
Risks and uncertainties
The Company invests in a broad portfolio of higher growth businesses, concentrated mainly on the technology and healthcare sectors. By their nature, the smaller unquoted businesses in which the Company invests are generally more volatile in terms of their performance and valuations. Our investment portfolio seeks to mitigate this volatility through diversification within these sectors and by stage of maturity of the companies.
Other risks include higher interest rates, high levels of inflation, uncertainty around tariffs with America and the ongoing geopolitical tensions. The Manager continually assesses the exposure to these risks and appropriate actions, where possible, are implemented.
In accordance with Disclosure Guidance and Transparency rules ("DTR"), the Board confirms that the principal risks and uncertainties facing the Company have not changed materially from those identified in the Annual Report and Financial Statements for the year ended 31 December 2024. There have been no significant changes in the internal and external environment that would materially alter the risk profile and therefore the principal risks remain unchanged. The Board considers that the present processes for mitigating those risks remain appropriate.
The principal risks faced by the Company are:
- Investment, performance and technology risk;
- Valuation risk;
- VCT approval risk;
- Regulatory and compliance risk;
- Cyber and data security risk;
- Reliance on key agents and personnel risk;
- Economic, political and social risk; and
- Liquidity risk.
A detailed analysis of the principal risks and uncertainties facing the business can be found in the Annual Report and Financial Statements for the year ended 31 December 2024 on pages 24 to 27, copies of which are available on the Company's webpage on the Manager's website at www.albion.capital/vct-funds/AATG under the 'Financials' section.
Albion VCTs Prospectus Top Up Offers
As announced in the Annual Report and Financial Statements for the year ended 31 December 2024, the Board was pleased that the 2024/25 Offer was fully subscribed and closed, having raised £30.0 million.
As noted above, the proceeds of the Offer are being used to provide support to our existing portfolio companies and to enable us to take advantage of new investment opportunities as they arise. Details of the share allotments during the period can be found in note 9.
On 22 August 2025, the Company announced that, subject to obtaining the requisite regulatory approval, its intention would be to raise £20.0 million, with an over-allotment facility of a further £10.0 million. Full details of the Offer will be contained in a prospectus that is expected to be made available in October 2025 and the application for shares under the Offer is expected to open in November 2025.
Cancellation of share premium account and capital redemption reserve
The Company obtained authority to cancel the amount standing to the credit of its share premium and capital redemption reserves at the General Meeting on 11 December 2024. The purpose of the proposal was to increase the distributable reserves available to the Company for the payment of dividends, the buy-back of shares, and for other corporate purposes.
The proposal received the consent of the Court on 13 May 2025, and the changes have been registered at Companies House on 20 May 2025. This increased distributable reserves by £76.3 million and over the next four years an additional £90.2 million will become available for distribution.
Transactions with the Manager
Details of the transactions that took place with the Manager in the period can be found in note 5. Details of related party transactions can be found in note 13.
Shareholder seminar
Albion Capital, the Manager, will host a shareholder seminar this year on 18 November 2025 at No. 11 Cavendish Square, London, W1G 0AN. The Board considers this to be an important means of engaging with shareholders, as it provides an opportunity for shareholders to interact with the Board and the Manager; shareholders are encouraged to attend. Places are limited and to reserve a place please email [email protected] with subject heading "Shareholder Seminar" and include your full name. You will receive an email confirmation of your place, subject to availability.
Outlook
Despite the small reported loss for the period, the Company continues to maintain a well diversified portfolio of growth focused companies. Many of these businesses have demonstrated resilience in challenging conditions, and we remain confident in the long term potential of the portfolio. Our investment strategy remains focused on supporting high potential, early stage businesses, and we continue to see attractive opportunities in sectors aligned with growth trends driven by innovative technology. We thank our shareholders for their continued support and we remain committed to navigating the current environment with both discipline and a long term view.
Clive Richardson Chairman 23 September 2025
PORTFOLIO OF INVESTMENTS
| As at 30 June 2025 | |||||
|---|---|---|---|---|---|
| Cumulative | Change in value |
||||
| movement | for the | ||||
| Portfolio company | % voting rights |
Cost* £'000 |
in value £'000 |
Value £'000 |
period** £'000 |
| Quantexa | 3.5 | 21,632 | 29,769 | 51,401 | 856 |
| Proveca | 27.4 | 15,218 | 164 | 15,382 | (3,212) |
| Oviva | 5.1 | 5,733 | 8,119 | 13,852 | 4,766 |
| Gravitee Topco (T/A Gravitee.io) | 6.8 | 6,526 | 4,470 | 10,996 | 1,120 |
| Convertr Media | 13.6 | 3,052 | 3,627 | 6,679 | 3,009 |
| The Evewell Group | 10.7 | 3,677 | 2,136 | 5,813 | 277 |
| TransFICC | 6.2 | 3,789 | 1,930 | 5,719 | 408 |
| Runa Network | 6.3 | 4,871 | 733 | 5,604 | 5 |
| Chonais River Hydro | 22.2 | 5,031 | 554 | 5,585 | (199) |
| Elliptic Enterprises | 2.7 | 3,319 | 1,348 | 4,667 | 1,170 |
| Treefera | 4.8 | 3,510 | 1,026 | 4,536 | 1,026 |
| Healios | 10.5 | 3,977 | 56 | 4,033 | (148) |
| Cantab Research (T/A Speechmatics) | 4.5 | 3,868 | 29 | 3,897 | - |
| Panaseer | 5.9 | 4,005 | (346) | 3,659 | (1,079) |
| Radnor House School (TopCo) | 14.8 | 2,710 | 823 | 3,533 | (1,424) |
| The Street by Street Solar Programme | 18.1 | 2,611 | 329 | 2,940 | (274) |
| Peppy Health | 3.6 | 2,840 | - | 2,840 | - |
| Gharagain River Hydro | 23.5 | 2,284 | 507 | 2,791 | (87) |
| Academia | 2.3 | 1,623 | 920 | 2,543 | (63) |
| Mondra Global | 7.6 | 2,201 | 282 | 2,483 | 282 |
| Regenerco Renewable Energy | 17.7 | 2,261 | 186 | 2,447 | (176) |
| Get Least (T/A Kato) | 8.7 | 2,120 | 283 | 2,403 | 283 |
| Total Access Health (T/A Evaro) | 3.5 | 2,402 | - | 2,402 | - |
| Tem-Energy | 4.7 | 1,734 | 474 | 2,208 | - |
| OpenDialog AI | 8.4 | 2,172 | - | 2,172 | - |
| Phasecraft | 1.3 | 1,743 | 373 | 2,116 | 136 |
| Accelex Technology | 5.2 | 1,544 | 477 | 2,021 | 41 |
| Threadneedle Software Holdings (T/A Solidatus) | 6.1 | 1,930 | - | 1,930 | - |
| Celoxica Holdings | 4.1 | 1,661 | 184 | 1,845 | - |
| PerchPeek | 5.5 | 1,777 | - | 1,777 | - |
| InCrowd Sports | 7.0 | 1,444 | 314 | 1,758 | - |
| Latent Technology Group | 6.8 | 1,722 | - | 1,722 | - |
| Labrys Group Holdings | 2.9 | 1,556 | - | 1,556 | - |
| Imandra | 2.6 | 1,718 | (195) | 1,523 | (310) |
| Aridhia Informatics | 7.7 | 1,406 | 108 | 1,514 | 2 |
| Papaya Technologies | 5.5 | 1,444 | - | 1,444 | - |
| Alto Prodotto Wind | 18.0 | 1,247 | 189 | 1,436 | 66 |
| Ionate | 3.6 | 1,398 | - | 1,398 | - |
| Instinct Digital | 11.8 | 1,378 | - | 1,378 | - |
| As at 30 June 2025 | |||||
|---|---|---|---|---|---|
| Cumulative movement |
Change in value for the |
||||
| % voting | Cost* | in value | Value | period** | |
| Portfolio company | rights | £'000 | £'000 | £'000 | £'000 |
| OutThink | 5.3 | 1,331 | 2 | 1,333 | 2 |
| MHS 1 | 22.5 | 1,565 | (250) | 1,315 | 60 |
| Open Trade Technology | 4.5 | 1,123 | 85 | 1,208 | 85 |
| Beddlestead | 14.9 | 1,691 | (508) | 1,183 | (330) |
| Trumpet Software | 4.4 | 1,155 | - | 1,155 | - |
| Gridcog International | 5.5 | 1,036 | - | 1,036 | - |
| Infact Systems (T/A Infact) | 6.0 | 931 | 102 | 1,033 | - |
| Symetrica | 4.0 | 1,046 | (68) | 978 | (62) |
| Kennek Solutions | 3.3 | 891 | - | 891 | - |
| The Q Garden Company | 33.4 | 934 | (59) | 875 | 37 |
| Dragon Hydro | 17.2 | 816 | (15) | 801 | (27) |
| AVESI | 22.8 | 795 | (33) | 762 | (63) |
| Kohort Software | 4.3 | 640 | - | 640 | - |
| 5Mins AI | 4.4 | 787 | (185) | 602 | (185) |
| Premier Leisure (Suffolk) | 54.5 | 454 | 123 | 577 | (14) |
| PetsApp | 5.4 | 984 | (407) | 577 | (407) |
| GX Molecular (T/A CS Genetics) | 6.5 | 2,830 | (2,260) | 570 | (2,279) |
| Erin Solar | 21.4 | 574 | (35) | 539 | 21 |
| Sift | 38.1 | 937 | (409) | 528 | (409) |
| Seldon Technologies | 5.8 | 1,285 | (838) | 447 | (371) |
| Greenenerco | 11.7 | 331 | 59 | 390 | 26 |
| Innerworks Technology | 2.7 | 350 | - | 350 | - |
| Toqio FinTech Holdings | 2.1 | 2,199 | (1,914) | 285 | (1,260) |
| Scripta Therapeutics | 4.9 | 274 | - | 274 | - |
| Harvest AD | - | 274 | (9) | 265 | 3 |
| PeakData | 8.3 | 1,179 | (927) | 252 | 36 |
| Revgentic | 4.0 | 234 | - | 234 | - |
| OtoImmune | 2.4 | 172 | - | 172 | - |
| Diffblue | 6.8 | 1,566 | (1,404) | 162 | (1,404) |
| uMedeor (T/A uMed) | 6.2 | 668 | (568) | 100 | (85) |
| Pastel Health | 3.2 | 97 | - | 97 | - |
| Koru Kids | 1.6 | 648 | (587) | 61 | (1) |
| Formicor Pharmaceuticals | 17.2 | 55 | - | 55 | - |
| Xention | 10.6 | 10 | 8 | 18 | - |
| Neurofenix | 7.6 | 689 | (683) | 6 | (76) |
| Euphoric Global | 0.7 | 2 | - | 2 | - |
| Mirada Medical | 5.2 | 1,322 | (1,320) | 2 | - |
| Other companies (6 companies) | 3,028 | (3,026) | 2 | (1,251) | |
| Total fixed asset investments | 170,037 | 43,743 | 213,780 | (1,479) |
T/A – trading as
*Amounts shown as cost represent the acquisition cost in the case of investments originally made by the Company and/or the fair value attributed to the investments acquired from Albion KAY VCT PLC on the Merger on 19 December 2024.
**As adjusted for additions and disposals during the period.
| Opening | Gain/(loss) | ||||
|---|---|---|---|---|---|
| carrying | Disposal | Total realised | on opening | ||
| Investment realisations in the period | Cost | value | proceeds | gain/(loss) | value |
| to 30 June 2025 | £'000 | £'000 | £'000 | £'000 | £'000 |
| Disposals: | |||||
| Locum's Nest | 1,387 | 1,608 | 2,188 | 801 | 580 |
| Quantexa | 138 | 1,812 | 1,798 | 1,660 | (14) |
| Arecor Therapeutics PLC | 112 | 82 | 42 | (70) | (40) |
| Black Swan Data | 4,722 | 23 | - | (4,722) | (23) |
| Loan stock repayments and other: | |||||
| Mondra Global (loan stock conversion) | 819 | 836 | 836 | 17 | - |
| Alto Prodotto Wind | 84 | 97 | 97 | 13 | - |
| Greenenerco | 21 | 22 | 22 | 1 | - |
| Escrow adjustments and other* | - | - | 40 | 40 | 40 |
| Total | 7,283 | 4,480 | 5,023 | (2,260) | 543 |
*These comprise fair value movements on deferred consideration on previously disposed investments, de minimis investments and expenses which are incidental to the purchase or disposal of an investment.
| (Losses)/gains on investments during the period | £'000 |
|---|---|
| Unrealised change in value of investments | (1,479) |
| Movement in loan stock accrued interest | 47 |
| Unrealised losses on fixed asset investments sub-total | (1,432) |
| Realised gains on fixed asset investments | 543 |
| Total losses on investments as per Income statement | (889) |
RESPONSIBILITY STATEMENT
The Directors, Clive Richardson, David Benda, Swarupa Pathakji and Simon Thorpe, are responsible for preparing the Half-yearly Financial Report. In preparing these condensed Financial Statements for the period to 30 June 2025 we, the Directors of the Company, confirm that, to the best of our knowledge:
- (a) the condensed set of Financial Statements, which has been prepared in accordance with Financial Reporting Standard 104 "Interim Financial Reporting", gives a true and fair view of the assets, liabilities, financial position and profit and loss of the Company as required by DTR 4.2.4R;
- (b) the Interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
- (c) the Interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein).
This Half-yearly Financial Report has not been audited or reviewed by the Auditor.
For and on behalf of the Board
Clive Richardson Chairman 23 September 2025
CONDENSED INCOME STATEMENT
| Unaudited six months ended 30 June 2025 |
Unaudited six months ended 30 June 2024 |
Audited year ended 31 December 2024 |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Note | Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
Revenue £'000 |
Capital £'000 |
Total £'000 |
|
| (Losses)/gains on investments | 3 | - | (889) | (889) | - | 9,851 | 9,851 | - | 13,248 | 13,248 |
| Investment income | 4 | 1,843 | - | 1,843 | 1,249 | - | 1,249 | 2,345 | - | 2,345 |
| Investment Manager's fees | 5 | (272) | (2,235) | (2,507) | (141) | (1,409) | (1,550) | (287) | (2,795) | (3,082) |
| Other expenses | (538) | - | (538) | (322) | - | (322) | (1,083) | - | (1,083) | |
| Profit/(loss) on ordinary activities before tax |
1,033 | (3,124) | (2,091) | 786 | 8,442 | 9,228 | 975 | 10,453 | 11,428 | |
| Tax charge on ordinary activities |
- | - | - | - | - | - | - | - | - | |
| Profit/(loss) and total comprehensive income |
||||||||||
| attributable to shareholders | 1,033 | (3,124) | (2,091) | 786 | 8,442 | 9,228 | 975 | 10,453 | 11,428 | |
| Basic and diluted return/ (loss) per share (pence)* |
7 | 0.28 | (0.86) | (0.58) | 0.42 | 4.57 | 4.99 | 0.51 | 5.42 | 5.93 |
*Adjusted for treasury shares.
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2024 (prior to the merger with Albion KAY VCT PLC) and the audited statutory accounts for the year ended 31 December 2024.
The accompanying notes on pages 20 to 26 form an integral part of this Half-yearly Financial Report.
The total column of this Condensed income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies' Statement of Recommended Practice.
CONDENSED BALANCE SHEET
| Unaudited | Unaudited | ||
|---|---|---|---|
| 30 June 2025 |
30 June 2024 |
Audited 31 December 2024 |
|
| Note | £'000 | £'000 | £'000 |
| Fixed asset investments | 213,780 | 115,403 | 204,762 |
| Current assets | |||
| Trade and other receivables | 1,170 | 141 | 1,568 |
| Cash in bank and at hand | 55,566 | 35,049 | 47,807 |
| 56,736 | 35,190 | 49,375 | |
| Payables: amounts falling due within one year | |||
| Trade and other payables 8 |
(1,791) | (6,505) | (2,484) |
| Net current assets | 54,945 | 28,685 | 46,891 |
| Total assets less current liabilities | 268,725 | 144,088 | 251,653 |
| Provisions falling due after one year | (17) | (258) | (333) |
| Net assets | 268,708 | 143,830 | 251,320 |
| Equity attributable to equity holders | |||
| Called-up share capital 9 |
4,124 | 2,196 | 3,721 |
| Share premium | 958 | 28,239 | 137,720 |
| Capital redemption reserve | 9 | 18 | 49 |
| Unrealised capital reserve | 43,746 | 44,498 | 42,375 |
| Realised capital reserve | 11,862 | 12,223 | 16,357 |
| Other distributable reserve | 208,009 | 56,656 | 51,098 |
| Total equity shareholders' funds | 268,708 | 143,830 | 251,320 |
| Basic and diluted net asset value per share (pence)* | 70.70 | 75.09 | 73.04 |
*Excluding treasury shares.
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2024 (prior to the merger with Albion KAY VCT PLC) and the audited statutory accounts for the year ended 31 December 2024.
The accompanying notes on pages 20 to 26 form an integral part of this Half-yearly Financial Report.
These Financial Statements were approved by the Board of Directors and authorised for issue on 23 September 2025 and were signed on its behalf by
Clive Richardson Chairman Company number: 04114310
CONDENSED STATEMENT OF CHANGES IN EQUITY
| Called up share capital £'000 |
Share premium £'000 |
Capital redemption reserve £'000 |
Unrealised capital reserve £'000 |
Realised capital reserve* £'000 |
Other distributable reserve* £'000 |
Total £'000 |
|
|---|---|---|---|---|---|---|---|
| As at 1 January 2025 | 3,721 | 137,720 | 49 | 42,375 | 16,357 | 51,098 | 251,320 |
| (Loss)/profit and total comprehensive | |||||||
| income for the period | - | - | - | (1,432) | (1,692) | 1,033 | (2,091) |
| Transfer of previously unrealised losses | |||||||
| on disposal of investments | - | - | - | 2,803 | (2,803) | - | - |
| Purchase of own shares for | |||||||
| cancellation (including costs) | (9) | - | 9 | - | - | (650) | (650) |
| Purchase of own shares for treasury | |||||||
| (including costs) | - | - | - | - | - | (3,022) | (3,022) |
| Issue of equity | 412 | 30,581 | - | - | - | - | 30,993 |
| Cost of issue of equity | - | (895) | - | - | - | - | (895) |
| Dividends paid | - | - | - | - | - | (6,947) | (6,947) |
| Cancellation of share premium and | |||||||
| capital redemption reserve** | - | (166,448) | (49) | - | - | 166,497 | - |
| As at 30 June 2025 | 4,124 | 958 | 9 | 43,746 | 11,862 | 208,009 | 268,708 |
| As at 1 January 2024 | 2,049 | 16,468 | - | 31,752 | 16,527 | 60,526 | 127,322 |
| Profit/(loss) and total comprehensive | |||||||
| income for the period | - | - | - | 9,815 | (1,373) | 786 | 9,228 |
| Transfer of previously unrealised losses | |||||||
| on disposal of investments | - | - | - | 2,931 | (2,931) | - | - |
| Purchase of own shares for treasury | |||||||
| (including costs) | (18) | - | 18 | - | - | (1,222) | (1,222) |
| Issue of equity | 165 | 12,127 | - | - | - | - | 12,292 |
| Cost of issue of equity | - | (356) | - | - | - | - | (356) |
| Dividends paid | - | - | - | - | - | (3,434) | (3,434) |
| As at 30 June 2024 | 2,196 | 28,239 | 18 | 44,498 | 12,223 | 56,656 | 143,830 |
| As at 1 January 2024 | 2,049 | 16,468 | - | 31,752 | 16,527 | 60,526 | 127,322 |
| Profit/(loss) and total comprehensive | |||||||
| income for the year | - | - | - | 10,790 | (337) | 975 | 11,428 |
| Transfer of previously unrealised gains | |||||||
| on disposal of investments | - | - | - | (167) | 167 | - | - |
| Purchase of shares for cancellation | |||||||
| (including costs) | (49) | - | 49 | - | - | (3,417) | (3,417) |
| Shares issued to acquire net assets of | |||||||
| Albion KAY VCT PLC | 1,549 | 108,956 | - | - | - | - | 110,505 |
| Issue of equity | 172 | 12,673 | - | - | - | - | 12,845 |
| Cost of issue of equity | - | (377) | - | - | - | - | (377) |
| Dividends paid | - | - | - | - | - | (6,986) | (6,986) |
| As at 31 December 2024 | 3,721 | 137,720 | 49 | 42,375 | 16,357 | 51,098 | 251,320 |
*Included within these reserves are amounts of £93,417,000 (30 June 2024: £22,550,000; 31 December 2024: £18,636,000) which are considered distributable at 30 June 2025. Over the next four years an additional £113,769,000 will become distributable. This is due to the HMRC requirement that the Company cannot use capital raised in the past three years to make a payment or distribution to shareholders.
**The Company obtained authority to cancel the amount standing to the credit of its share premium and capital redemption reserves at the General Meeting on 11 December 2024. The purpose of the proposal was to increase the distributable reserves available to the Company for the payment of dividends, the buy-back of shares, and for other corporate purposes.
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2024 (prior to the merger with Albion KAY VCT PLC) and the audited statutory accounts for the year ended 31 December 2024.
The accompanying notes on pages 20 to 26 form an integral part of this Half-yearly Financial Report.
CONDENSED STATEMENT OF CASH FLOWS
| Unaudited six months ended 30 June 2025 £'000 |
Unaudited six months ended 30 June 2024 £'000 |
Audited year ended 31 December 2024 £'000 |
|
|---|---|---|---|
| Cash flow from operating activities | |||
| Loan stock income received | 871 | 662 | 1,173 |
| Dividend income received | 146 | 93 | 187 |
| Income from fixed term funds received | 367 | 198 | 458 |
| Deposit interest received | 541 | 346 | 568 |
| Investment management fee paid | (2,513) | (1,419) | (2,917) |
| Other cash payments | (582) | (329) | (638) |
| Corporation tax paid | - | - | - |
| Net cash flow generated from operating activities | (1,170) | (449) | (1,169) |
| Cash flow from investing activities | |||
| Purchase of fixed asset investments | (13,860) | (6,360) | (10,509) |
| Proceeds from disposals of fixed asset investments | 4,097 | 3,480 | 9,119 |
| Funds held pending legal completion of sale | - | 5,527 | - |
| Net cash flow generated from investing activities | (9,763) | 2,647 | (1,390) |
| Cash flow from financing activities | |||
| Issue of share capital | 29,126 | 11,415 | 11,415 |
| Cost of issue of equity | (21) | (21) | (40) |
| Dividends paid* | (5,924) | (2,892) | (5,888) |
| Purchase of own shares (including costs) | (3,672) | (1,222) | (3,417) |
| Cash acquired from Albion KAY VCT PLC | - | - | 22,743 |
| Merger costs paid (paid on behalf of the Company and Albion KAY VCT PLC) |
(817) | - | (18) |
| Net cash flow generated from financing activities | 18,692 | 7,280 | 24,795 |
| Increase in cash in bank and at hand | 7,759 | 9,478 | 22,236 |
| Cash in bank and at hand at start of period | 47,807 | 25,571 | 25,571 |
| Cash in bank and at hand at end of period | 55,566 | 35,049 | 47,807 |
*The dividends paid shown in the cash flow are different to the dividends disclosed in note 6 as a result of the non-cash effect of the Dividend Reinvestment Scheme.
Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2024 (prior to the merger with Albion KAY VCT PLC) and the audited statutory accounts for the year ended 31 December 2024.
The accompanying notes on pages 20 to 26 form an integral part of this Half-yearly Financial Report.
NOTES TO THE UNAUDITEDCONDENSED FINANCIAL STATEMENTS
1. Basis of preparation
The condensed Financial Statements have been prepared in accordance with applicable United Kingdom law and accounting standards, including Financial Reporting Standard 102 ("FRS 102"), and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued by The Association of Investment Companies ("AIC"). The Financial Statements have been prepared on a going concern basis.
The preparation of the Financial Statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at fair value through profit and loss ("FVTPL") in accordance with FRS 102 sections 11 and 12. The Company values investments by following the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines as updated in 2022 and further detail on the valuation techniques used are outlined in note 2 below.
Company information can be found on page 4.
2. Accounting policies
Fixed asset investments
The Company's business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed, and its performance evaluated, on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those undertakings in which the Company holds more than 20% of the equity as part of an investment portfolio are not accounted for using the equity method. In these circumstances the investment is measured at FVTPL.
Upon initial recognition (using trade date accounting) investments, including loan stock, are classified by the Company as FVTPL and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the Income statement).
Subsequently, the investments are valued at 'fair value', which is measured as follows:
- Investments listed on recognised exchanges are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations.
- Unquoted investments, where there is no active market, are valued using an appropriate valuation technique in accordance with the IPEV Guidelines. Indicators of fair value are derived using established methodologies including earnings multiples, revenue multiples, the level of third party offers received, cost or prices of recent investment rounds, net assets and industry valuation benchmarks. Where the price of recent investment is used as a starting point for estimating fair value at subsequent measurement dates, this has been benchmarked using an appropriate valuation technique permitted by the IPEV guidelines.
- In situations where the cost or price of recent investment is used, consideration is given to the circumstances of the portfolio company since that date in determining fair value. This includes consideration of whether there is any evidence of deterioration or strong definable evidence of an increase in value. In the absence of these indicators, other valuation techniques are employed to conclude on the fair value as of the measurement date. Examples of events or changes that could indicate a diminution include:
- the performance and/or prospects of the underlying business are significantly below the expectations on which the investment was based; or
- a significant adverse change either in the portfolio company's business or in the technological, market, economic, legal or regulatory environment in which the business operates; or
- market conditions have deteriorated, which may be indicated by a fall in the share prices of quoted businesses operating in the same or related sectors.
Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value movement of an investment but is recognised separately as investment income through the other distributable reserve when a share becomes ex-dividend.
Current assets and payables
Receivables (including debtors due after more than one year), payables and cash are carried at amortised cost, in accordance with FRS 102. Debtors due after more than one year meet the definition of a financing transaction and are held at amortised cost, and interest will be recognised through capital over the credit period using the effective interest method. There are no financial liabilities other than payables.
Provisions
Provisions relate to the performance incentive fee payable to the Manager. The provision requires management to make judgements and estimates under the Basis of Preparation. The performance incentive fee provision is the best estimate of the probable amounts payable in respect of the five year performance measurement period for the performance incentive fee. The most significant assumption when calculating this amount, is that of future performance. This has been calculated by reference to the Company's five year rolling historic returns and has been corroborated by a portfolio return analysis using appropriate benchmarks.
Investment income
Dividend income
Dividend income is included in revenue when the investment is quoted ex-dividend.
Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are recognised when the Company's right to receive payment and expected settlement is established. Where interest is rolled up and/or payable at redemption then it is recognised as income unless there is reasonable doubt as to its receipt.
Fixed term funds income
Fixed term funds income is recognised on an accruals basis using the agreed rate of interest.
Bank deposit income
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.
Investment management fee, performance incentive fee and expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the other distributable reserve except the following which are charged through the realised capital reserve:
- 90% of management fees and 100% of performance incentive fees, if any, are allocated to the realised capital reserve.
- expenses which are incidental to the purchase or disposal of an investment are charged through the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS 102. Current tax is tax payable (refundable) in respect of the taxable profit (tax loss) for the current period or past reporting periods using the tax rates and laws that have been enacted or substantively enacted at the financial reporting date. Taxation associated with capital expenses is applied in accordance with the SORP.
Deferred tax is provided in full on all timing differences at the reporting date. Timing differences are differences between taxable profits and total comprehensive income as stated in the Financial Statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the Financial Statements. As a VCT, the Company has an exemption from tax on capital gains. The Company intends to continue meeting the conditions required to obtain approval as a VCT for the foreseeable future. The Company, therefore, should have no material deferred tax timing differences arising in respect of the revaluation or disposal of investments and the Company has not provided for any deferred tax.
Share capital and reserves
Called-up share capital
This accounts for the nominal value of the shares.
Share premium
This accounts for the difference between the price paid for the Company's shares and the nominal value of those shares, less issue costs.
Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at the period end against cost are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
- gains and losses compared to cost on the realisation of investments, or permanent diminutions in value (including gains recognised on the realisation of investments where consideration is deferred that are not distributable as a matter of law);
- finance income in respect of the unwinding of the discount on deferred consideration that is not distributable as a matter of law;
- expenses, together with the related taxation effect, charged in accordance with the above policies; and
- dividends paid to equity holders where paid out by capital.
Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve were combined in 2012 to form a single reserve named "other distributable reserve".
This reserve accounts for movements from the revenue column of the Income Statement, the payment of dividends, the buy-back of shares and other non-capital realised movements.
Dividends
Dividends declared by the Company are accounted for in the period in which the liability to make the payment has been established or approved at the Annual General Meeting.
Segmental reporting
The Directors are of the opinion that the Company is engaged in a single operating segment of business, being investment in smaller early stage companies principally based in the UK.
3. (Losses)/gains on investments
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months ended | six months ended | year ended | |
| 30 June 2025 | 30 June 2024 | 31 December 2024 | |
| £'000 | £'000 | £'000 | |
| Unrealised (losses)/gains on fixed asset investments | (1,432) | 9,815 | 10,790 |
| Realised gains on fixed asset investments | 543 | 36 | 2,458 |
| (889) | 9,851 | 13,248 |
4. Investment income
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months ended | six months ended | year ended | |
| 30 June 2025 | 30 June 2024 | 31 December 2024 | |
| £'000 | £'000 | £'000 | |
| Loan stock interest | 823 | 612 | 1,098 |
| Bank interest | 507 | 346 | 602 |
| Income from fixed term funds | 367 | 198 | 458 |
| Dividend income | 146 | 93 | 187 |
| 1,843 | 1,249 | 2,345 |
5. Investment Manager's fees
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months ended | six months ended | year ended | |
| 30 June 2025 | 30 June 2024 | 31 December 2024 | |
| £'000 | £'000 | £'000 | |
| Investment management fee charged to capital | 2,446 | 1,273 | 2,585 |
| Investment management fee charged to revenue | 272 | 141 | 287 |
| Total investment management fee | 2,718 | 1,414 | 2,872 |
| Movement in provision for performance incentive fee | |||
| charged to capital | (211) | 136 | 210 |
| 2,507 | 1,550 | 3,082 |
Further details of the Management Agreement under which the investment management fee and performance incentive fee are paid are given in the Strategic report on pages 18 and 19 of the Annual Report and Financial Statements for the year ended 31 December 2024.
During the period, services for a total value of £2,818,000 (30 June 2024: £1,514,000; 31 December 2024: £3,072,000) were purchased by the Company from Albion Capital Group LLP ("Albion Capital") comprising £2,718,000 of management fees (30 June 2024: £1,414,000; 31 December 2024: £2,872,000) and £100,000 of administration fees (30 June 2024: £100,000; 31 December 2024: £200,000). At the financial period end, the amount due to Albion Capital in respect of these services disclosed as accruals was £1,511,000 (administration fee accrual £50,000, management fee accrual £1,461,000) (30 June 2024: £828,000; 31 December 2024: £183,000).
Currently a provision of £123,000 has been included in relation to potential performance incentive fees, calculated as at 30 June 2025 based on five years performance, which would become payable over the periods to 31 December 2029. Further details can be found in note 10.
Albion Capital, its partners and staff, held 3,148,293 Ordinary shares in the Company as at 30 June 2025.
Albion Capital is, from time to time, eligible to receive arrangement fees and monitoring fees from portfolio companies. During the period to 30 June 2025, fees of £236,000 attributable to the investments of the Company were received by Albion Capital pursuant to these arrangements (30 June 2024: £119,000; 31 December 2024: £216,000).
The Company entered into an agreement relating to the Albion VCTs' Prospectus Top Up Offers 2024/25 with the Company's investment manager Albion, pursuant to which Albion received a fee of 3.0% of the gross proceeds of the Offers and out of which Albion paid the costs of the Offers, as detailed in the Prospectus.
6. Dividends
| Unaudited six months ended 30 June 2025 £'000 |
Unaudited six months ended 30 June 2024 £'000 |
Audited year ended 31 December 2024 £'000 |
|
|---|---|---|---|
| First dividend of 1.83p per share paid on 30 June 2025 (28 June 2024: 1.80p per share) |
6,947 | 3,434 | 3,434 |
| Second dividend of 1.88p per share paid on 6 December 2024 |
- | - | 3,562 |
| Unclaimed dividends | - | - | (10) |
| 6,947 | 3,434 | 6,986 |
The Directors have declared a dividend of 1.77 pence per Ordinary share (total approximately £6,727,000) payable on 31 October 2025, to shareholders on the register on 3 October 2025.
7. Basic and diluted return per share
| Unaudited six months ended 30 June 2025 |
Unaudited six months ended 30 June 2024 |
Audited year ended 31 December 2024 |
||||
|---|---|---|---|---|---|---|
| Revenue | Capital | Revenue | Capital | Revenue | Capital | |
| Profit/(loss) attributable to equity shares (£'000) | 1,033 | (3,124) | 786 | 8,442 | 975 | 10,453 |
| Weighted average shares in issue (adjusted for treasury shares) |
364,389,950 | 184,900,837 | 192,953,742 | |||
| Return/(loss) attributable per equity share (pence) | 0.28 | (0.86) | 0.42 | 4.57 | 0.51 | 5.42 |
The weighted average number of shares is calculated after adjusting for treasury shares of 32,370,947 (30 June 2024: 28,037,873; 31 December 2024: 28,037,873).
There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per share.
8. Payables: amounts falling due within one year
| Unaudited | Unaudited six | Audited year | |
|---|---|---|---|
| six months ended | months ended | ended | |
| 30 June 2025 | 30 June 2024 | 31 December 2024 | |
| £'000 | £'000 | £'000 | |
| Trade payables | 62 | 61 | 1,573 |
| Accruals | 1,729 | 917 | 911 |
| Funds held pending legal completion of sale | - | 5,527 | - |
| 1,791 | 6,505 | 2,484 |
The Directors consider that the carrying amount of payables is not materially different to their fair value.
9. Share capital
| Allotted, called up and fully paid shares of | Unaudited | Unaudited | Audited |
|---|---|---|---|
| 1 penny each | 30 June 2025 | 30 June 2024 | 31 December 2024 |
| Number of shares | 412,419,228 | 219,593,502 | 372,107,694 |
| Nominal value of allotted shares (£'000) | 4,124 | 2,196 | 3,721 |
| Voting rights (number of shares net of treasury shares) | 380,048,281 | 191,555,629 | 344,069,821 |
During the period to 30 June 2025 the Company purchased 4,333,074 Ordinary shares (nominal value £43,331) for treasury at a cost of £3,022,000 and 949,681 Ordinary shares (nominal value £9,497) for cancellation at a cost of £650,000. The total number of Ordinary shares held in treasury as at 30 June 2025 was 32,370,947 (30 June 2024: 28,037,873; 31 December 2024: 28,037,873) representing 7.8% of the Ordinary shares in issue as at 30 June 2025.
Under the terms of the Dividend Reinvestment Scheme, the following new Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2025:
| Aggregate | Opening | ||||
|---|---|---|---|---|---|
| nominal value | Issue price | Net | market price on | ||
| Number of | of shares | (pence per | invested | allotment date | |
| Date of allotment | shares allotted | (£'000) | share) | (£'000) | (pence per share) |
| 30 June 2025 | 1,386,038 | 14 | 71.68 | 971 | 68.50 |
Under the terms of the Albion VCTs Prospectus Top Up Offers 2024/25, the following new Ordinary shares, of nominal value 1 penny each, were allotted during the period to 30 June 2025:
| Date of allotment | Number of shares allotted |
Aggregate nominal value of shares (£'000) |
Issue price (pence per share) |
Net consideration received (£'000) |
Opening market price on allotment date (pence per share) |
|---|---|---|---|---|---|
| 21 March 2025 | 3,018,051 | 30 | 74.54 | 2,205 | 69.50 |
| 21 March 2025 | 972,810 | 10 | 74.92 | 711 | 69.50 |
| 21 March 2025 | 25,783,541 | 258 | 75.30 | 18,832 | 69.50 |
| 4 April 2025 | 10,100,775 | 101 | 75.30 | 7,378 | 69.50 |
| 39,875,177 | 399 | 29,126 |
10. Provisions and significant estimates
In accordance with the AIC SORP and FRS 102, a provision for a performance incentive fee ("PIF") is required to be estimated and accounted for in the financial statements. The PIF is calculated on a five year rolling average performance basis, with a 5% hurdle applied to the opening net asset value each year, which is in line with our current dividend target. Any PIF will only be paid on actual year end audited results, and this provision is the Board's best estimate of the potential obligation relating to the inclusion of realised performance from 1 January 2021 to 30 June 2025 in any future five-year rolling periods.
| Unaudited | Unaudited | Audited | |
|---|---|---|---|
| six months ended | six months ended | year ended | |
| 30 June 2025 | 30 June 2024 | 31 December 2024 | |
| Movement in provision | £'000 | £'000 | £'000 |
| Opening provision | 333 | 123 | 123 |
| Movement in provision | (210) | 136 | 210 |
| Closing provision | 123 | 259 | 333 |
| Payable within one year: | 106 | - | - |
| Payable in more than one year: | 17 | 259 | 333 |
The most significant assumption when calculating this amount, is that of future performance. Results for the period from 1 January 2021 to 30 June 2025 are included in the calculation; a forecast has been used for current year performance and future years assume performance is achieved in line with the five year historic rolling average. The provision included in the financial statements has been calculated on this basis and has been corroborated by a portfolio return analysis using appropriate benchmarks. Performance fees are only paid on actual final audited results for a five year period.
The average return per annum over each rolling five year period since the Company's inception in 2000 to the date of approval of the new performance fee arrangements was 5.85%. This smooths the performance through the various economic events and cycles seen since inception. This has resulted in a provision of £123,000 at 30 June 2025. Within this amount, £106,000 is included in payables falling due within one year in relation to the five-year period ending 31 December 2025, which is payable after the adoption of the audited accounts at the 2026 AGM based on actual year end performance.
11. Commitments and contingencies
As at 30 June 2025, the Company had no financial commitments in respect of investments (30 June 2024 and 31 December 2024: £nil).
There are no contingencies or guarantees of the Company as at 30 June 2025 (30 June 2024 and 31 December 2024: £nil).
12. Post balance sheet events
Since 30 June 2025, the Company has had the following material post balance sheet events:
- On 22 August 2025, the Company announced that subject to obtaining the requisite regulatory approval, its intention would be to raise £20.0 million, with an over-allotment facility of a further £10.0 million. Full details of the Offer will be contained in a prospectus that is expected to be made available in October 2025 and the application for shares under the Offer is expected to open in November 2025; and
- Investments totalling £2.1 million in two new and two existing portfolio companies.
13. Related party transactions
Other than transactions with the Manager as disclosed in note 5, there are no other related party transactions requiring disclosure.
14. Going concern
The Board has conducted a detailed assessment of the Company's ability to meet its liabilities as they fall due. Cash flow forecasts are updated and discussed quarterly at Board meetings and have been stress tested to allow for the forecast impact of the current economic climate and a volatile geopolitical backdrop. The Board has revisited and updated its assessment of liquidity risk and concluded that it remains unchanged since the last Annual Report and Financial Statements. Further details can be found on pages 95 and 96 of those accounts.
The portfolio of investments is diversified in terms of sector and the major cash outflows of the Company (namely investments, dividends and share buy-backs) are within the Company's control. Accordingly, after making diligent enquiries, the Directors have a reasonable expectation that the Company has adequate cash and liquid resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing this Half-yearly Financial Report and this is in accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting issued by the Financial Reporting Council in September 2014, and the subsequent updated Going concern, risk and viability guidance issued by the FRC in 2021.
15. Other information
The information set out in this Half-yearly Financial Report does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 30 June 2025 and 30 June 2024 and is unaudited. The financial information for the year ended 31 December 2024 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for that financial year, which have been delivered to the Registrar of Companies. The Auditor reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
16. Publication
This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion.capital/vct-funds/AATG, where the Report can be accessed from the 'Financials' section.
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