DOWNING ONE VCT PLC
LEI: 213800R88MRC4Y3OIW86
7 July 2022
Closing Outcomes for the 12 months ended 31 March 2022

    Audited   Audited
    31 Mar   31 Mar
    2022   2021
    Pence   Pence
         
Web asset worth per share (“NAV”)   61.60   58.20
Cumulative dividends paid since 12 November 2013   41.25   38.75
Whole Return (internet asset worth plus cumulative dividends paid per share)   102.85   96.95
         
Dividends in respect of monetary 12 months        
Interim dividend per share   1.25   1.25
Proposed last dividend per share   1.25   1.25
    2.50   2.50

Chairman’s Assertion

With the pandemic restrictions progressively being lifted by the 12 months ended 31 March 2022, the reopening of the economic system has supported a better degree of funding exercise, significantly in respect of disposals the place now we have seen some important exits. It’s pleasing to report that this has additionally helped ship an improved set of outcomes for the 12 months.

Funding Advisory Preparations
In June 2022, it was introduced that Downing LLP (“Downing”), the Funding Adviser, had agreed to promote its non-healthcare ventures division to Foresight Group LLP (“Foresight”). As a part of this transaction, the Board has consented to a novation of the funding advisory settlement from Downing to Foresight. The entire of the Downing non-healthcare ventures workforce, together with assist employees, moved to Foresight when the deal accomplished on Four July 2022.

Downing will proceed to supply funding advisory companies for the non-venture portfolio of investments, being the quoted progress and yield targeted investments, in addition to administration companies, for a transitional interval.

As a part of the association, the Board and Downing have agreed to waive the funding advisory charge for the quarter ended June 2022, equal to roughly £548,000.

Foresight is a considerable and well-respected fund supervisor, and the Board believes that the transaction is in the perfect pursuits of Shareholders who will profit from the substantial sources at Foresight in addition to the continued continuity of the important thing funding executives from Downing.

Your new level of contact for all enquiries is Foresight’s customer support workforce, who you possibly can electronic mail at investorrelations@foresightgroup.eu or name on 020 3667 8181.

We anticipate to announce a change of identify for the Firm in the end.

Web asset worth and outcomes

As at 31 March 2022, the online asset worth per share (“NAV”) stood at 61.6p, a rise of 5.9p (10.1%) over the 12 months after including again dividends of two.5p per share which have been paid in the course of the 12 months.

The Revenue Assertion exhibits positive factors attributable to fairness shareholders for the 12 months of £10.Four million comprising a income acquire of £2.5 million and a capital acquire of £7.9 million.

Funding portfolio

Over the 12 months, the Funding Adviser actively exited from plenty of portfolio corporations, together with a number of extra mature yield targeted investments.

In whole 18 full and partial exits accomplished, producing proceeds of £16.Four million, with over 50% of the full proceeds generated from two of the extra mature investments held inside the portfolio. Downing Care Properties Holdings Restricted, a particular care houses enterprise has been held by the Firm for over 20 years. Proceeds of £5.Zero million have been obtained, which resulted in a acquire over authentic price of £1.1 million. Moreover, the funding usually supplied a yield throughout its lifetime and obtained an extra £1.Eight million of rolled up mortgage curiosity upon completion.

Universe Group plc, the quoted progress funding, was purchased by a non-public fairness agency in the direction of the top of the accounting interval, producing proceeds of £3.Four million. This represented a profitable exit for the Firm, leading to a acquire over price of £1.9 million.

Additional element on these in addition to the opposite exits in the course of the interval will be discovered inside the Funding Advisers Report and the Evaluation of Investments.

A portion of those funds have been reinvested according to present VCT rules into 18 progress investments. These are usually youthful companies with the next danger/reward ratio. On the 12 months finish, the Firm held a portfolio of 91 energetic investments. Of those, 35 are both quoted on AIM or different UK exchanges and have a worth of £26.7 million (31.0% of the portfolio, excluding money). The 36 unquoted progress investments have a worth of £40.7 million and signify 47.3% of the portfolio and the 20 unquoted yield targeted investments have a worth of £18.6 million and signify 21.7% of the portfolio.

The 12 months underneath evaluation noticed whole unrealised positive factors of £4.9 million (roughly 65% from unquoted progress, 25% from quoted progress and 10% from the yield targeted investments).

The unquoted progress portfolio, which is now the first focus of nearly all of new funding exercise, produced internet unrealised positive factors of £3.2 million with setbacks from plenty of investments being properly outweighed by the stronger performers.

The quoted investments are managed with a non-public equity-type technique of taking influential stakes within the corporations and dealing carefully with them as they develop. This portfolio delivered internet unrealised positive factors of £1.Three million, with a major contribution from Tracsis plc.

The yield targeted portfolio produced unrealised positive factors of £473,000 over the 12 months, plus revenue of £4.Zero million.

Additional particulars on the funding exercise and efficiency are included within the Funding Adviser’s Experiences under.

Dividends
Downing ONE’s coverage is to hunt to pay annual dividends of a minimum of 4% of internet property each year.

The Board is proposing to pay a last dividend of 1.75p per share on 26 August 2022, topic to Shareholder approval on the forthcoming AGM, to Shareholders on the register at 29 July 2022. This can convey whole dividends in respect of the 12 months ended 31 March 2022 to three.0p per share (2021: 2.5p), equal to five.2% primarily based on opening NAV.

Shareholders are reminded that the Firm operates a Dividend Reinvestment Scheme for these buyers that want to reinvest their dividends and procure additional revenue tax reduction on the reinvested dividend. A Dividend Reinvestment Type is offered on Downing’s web site or shareholder can change their election by way of The Downing Investor Hub supplied by Metropolis Registrars at:

downing‐vct.cityhub.uk.com

Fundraising
The Firm launched a small prime up provide for subscription throughout November 2021. The provide was closed on 29 April 2022 having raised £1.9 million.

As a part of the Foresight transaction, Foresight has agreed to waive its portion of the promoter’s charge for current Shareholders who want to take part within the Firm’s subsequent fundraising provide, deliberate for later this 12 months.

Accountable investing
The Board notes the Funding Adviser, Downing LLP’s, dedication to being a “Accountable Investor”. Downing LLP locations Environmental, Social and Governance (ESG) standards on the forefront of its enterprise and funding actions according to greatest apply and in an effort to improve returns for his or her VCT buyers.

Additional element on the Funding Adviser’s method to accountable funding, together with the important thing rules and their screening method, will be discovered within the Annual Report.

Share buybacks
The Firm continues to function a coverage of shopping for in its personal shares that change into accessible available in the market at a 5% low cost to NAV (topic to liquidity and regulatory restrictions).

In the course of the 12 months, the Firm bought and subsequently cancelled 4,845,526 shares at a mean value of 57.8p per share, representing 3.0% of shares in difficulty on the date of the final Annual Report.

The Firm retains Panmure Gordon as its company dealer to help in working the share buyback course of and guaranteeing that the quoted unfold on the Firm’s shares stays at an affordable degree.

VCT Qualification
At 31 March 2022, qualifying investments represented 88.0% of whole investments (together with money).

The Board expects that the minimal VCT qualification degree of 80% will proceed to be maintained for the foreseeable future.

Annual Common Assembly (“AGM”)
This 12 months’s AGM can be held at Foresight Group LLP, The Shard, 32 London Bridge Road, London, SE1 9SG at 10.30 a.m. on 15 August 2022.

If you happen to intend to attend the AGM, please additionally notify us by electronic mail to d1agm@downing.co.uk in case there are any modifications to preparations that have to be communicated at quick discover.

Three gadgets of particular enterprise are proposed on the AGM:

  • one in respect of the authority to purchase again shares as famous above͖; and
  • two in respect of the authority to allot shares.

The authority to allot shares gives the Board with the chance to contemplate elevating additional funds with out having to essentially incur the expense of looking for separate approval by way of a shareholder round. Any additional fundraising selections will take account of the extent of uninvested funds and the speed of funding.

Outlook
The Board appears to be like ahead to working with Foresight and persevering with to work alongside the prevailing Downing executives of their new house. The modifications to the advisory preparations are anticipated to present the Firm better sources to proceed to construct the funding portfolio and ship constructive returns to the Shareholders.

Downing ONE was extra uncovered than most VCTs to sectors closely impacted by the pandemic. In the course of the course of the final 12 months, now we have seen the beginning of the restoration course of for a few of the most affected investments as they work to rebuild on up to date enterprise plans and have delivered some pleasing exits.

The youthful progress corporations which have survived the challenges of the final two years have usually been strengthened by their experiences, though they, together with all portfolio corporations, will now face new challenges from quickly rising inflation and the far-reaching results of the battle in Ukraine.

There may be, as soon as once more, important uncertainty as to the outlook for companies usually within the quick and medium time period, nevertheless we will be fairly certain that there’ll nonetheless be good alternatives for funding on the market. Will probably be extra vital than ever that the Funding Adviser is ready to id and safe offers with robust potential for the funds that the Firm has accessible for funding, whereas persevering with to nurture the portfolio of current investments.

Chris Kay
Chairman

Funding Adviser’s Report – Overview

Introduction
We current a evaluation of the funding portfolio and exercise over the past monetary 12 months. As with prior years, our evaluation is break up into three elements comprising:

  • this overview;
  • an in depth report on the unquoted investments, and
  • a report on the quoted investments.

Portfolio Overview
At 31 March 2022, the Firm held a portfolio with a worth of £86.Zero million comprising 91 quoted and unquoted corporations, throughout a various vary of sectors in each the expansion and yield-focused classes. Funding valuations throughout all three sectors proceed to get well, leading to an total unrealised acquire within the portfolio. Additional element is included under.

The Firm has seen a excessive degree of each realisation and funding exercise throughout the 12 months, with £16.Four million of proceeds obtained for full and partial disposals from 18 completely different investments. Over 50% of the proceeds generated have been from the unquoted yield targeted investments which kind a lowering a part of the portfolio. Among the proceeds have been reinvested, with £4.6 million deployed into eight new and 11 current investments. All the investments made have been progress investments, with eight being quoted progress investments and the remaining 11 investments made inside the unquoted progress portfolio.
With the regular degree of latest funding exercise just lately, over a 3rd of the funding portfolio now contains investments which were made inside the previous three years.

Consistent with this and the truth that new funding is all inside the progress class, the general danger/reward ratio of the portfolio has elevated. That is according to the refocusing of the VCT scheme that the UK Authorities undertook a couple of years in the past. This pattern is predicted to proceed as exits from older yield targeted investments happen.

The expansion investments, each unquoted and quoted, have been rising steadily over the previous 5 years, with there now being 30 energetic unquoted progress investments in comparison with 5 energetic unquoted progress investments 5 years in the past. The unquoted progress investments now kind 47% (2021: 42%) of the funding portfolio (excluding money), quoted progress investments equal 31% (2021: 28%) of the funding portfolio (excluding money) and the yield targeted investments have decreased to equal 22% (2021: 30%) of the funding portfolio (excluding money).

The shift in the direction of extra progress targeted investments has change into extra prevalent over current years, and we anticipate this to proceed as progress with realisations of the maturing yield targeted portfolio.

Portfolio Efficiency
The efficiency of the portfolio over the 12 months has produced an unrealised acquire of £4.9 million (2021: £7.6 million), with the unquoted portfolio producing an unrealised acquire of £3.6 million and the quoted portfolio producing an unrealised acquire of £1.Three million.

All through the coronavirus pandemic, now we have sought to supply as a lot assist as potential to all investee corporations. We at the moment are seeing some restoration of worth from a few of the closely impacted companies.

The unquoted progress portfolio has seen probably the most important unrealised positive factors within the portfolio over the 12 months, which totalled £3.2 million. £1.2 million of unrealised positive factors have additionally been recorded within the quoted progress portfolio and £472,000 unrealised positive factors have been recognised within the unquoted yield targeted.

Regardless of these positives, there are a variety of rising dangers dealing with the portfolio together with the consequential impacts of the battle in Ukraine and rising inflation and its impression on investee corporations’ wages and different prices. By way of our shut relationship with investee corporations we search to make sure that the companies are properly positioned to correctly assess the fluid scenario, significantly in respect of potential impression of elevated wages and different prices, and the extent to which these could or could not be capable of be handed on to the top buyer.

Additional particulars on particular person actions inside the portfolio will be discovered inside the unquoted and quoted adviser stories under.

On the 12 months finish, of the 77 energetic investments, roughly half are valued at, or above, price. As famous beforehand, with numerous current investments into the unquoted progress portfolio of investments, it isn’t surprising to undergo some losses at a comparatively early stage because the weak companies are inclined to change into extra obvious earlier than the stronger companies show themselves.

The most important unrealised positive factors within the quoted portfolio associated to Tracsis plc (£2.6 million) and GENinCode plc (£282,000). An evaluation of the unrealised positive factors and losses is detailed additional inside the report on quoted investments under.

Throughout the unquoted portfolio, the most important unrealised acquire was in respect of one of many newer progress investments, Ayar Labs, Inc (£1.Four million), in addition to E-Fundamentals (Group) Restricted (£1.Three million). These positive factors have been partially offset by unrealised losses, most notably to StreetHub Restricted (buying and selling as Trouva) (£1.Four million) which sits within the unquoted progress portfolio and Pilgrim Buying and selling Restricted (£1.Three million), which sits within the unquoted yield targeted portfolio, though it must be famous that the loss on Pilgrim was offset by £1.2 million of mortgage inventory curiosity recognised in the course of the interval.

Realised positive factors, over carrying worth, within the interval totalled £3.7 million, representing a realised loss over price of £1.9 million. Probably the most notable positive factors over carrying worth have been quoted progress firm Universe Group plc (acquire of £2.1 million) and unquoted progress firm Xupes Restricted (acquire of £1.2 million). Probably the most notable losses over carrying worth within the interval associated to one of many older investments within the portfolio, Downing Care Properties Holdings Restricted which generated a loss over opening worth of £520,000 following the total exit in the direction of the interval finish. Nevertheless it must be famous that this represented a acquire over authentic price of £1.1 million, along with the receipt of curiosity revenue of over £1.Eight million.

Additional particulars on these and different actions will be discovered inside the quoted and unquoted Funding Adviser Experiences.

Revenue break up
As at 31 March 2022, the Firm obtained revenue of £4.6 million (2021: £1.Three million). £4.2 million (2021: £939,000) of this stability associated to mortgage inventory curiosity, which considerably elevated 12 months on 12 months following the receipt of £1.Eight million from Downing Care Properties Holdings Restricted upon exit and £381,000 from the partial mortgage observe and curiosity redemption on Doneloans Restricted. As well as, plenty of the provisions made within the prior 24 months have been launched, as they’re now deemed recoverable. Because the Firm exits extra of the older yield targeted investments, mortgage curiosity paid as much as the VCT is predicted to progressively lower.

Moreover, the Firm obtained dividend revenue from its quoted progress portfolio of investments of £399,000, remaining comparatively according to the prior interval receipts of £357,000.

Portfolio Composition
With a major degree funding exercise over the 12 months to 31 March 2022, the diversification of the portfolio continues.

As on the 12 months finish, the principle sector during which the Firm is invested into is the Software program and Pc Companies sector, with the sector now representing roughly 23% of the funding portfolio following additional funding into this sector in the course of the interval of £2.6 million.

Probably the most notable new funding into this sector was DSTBTD Restricted (£775,000), with additional particulars on this, in addition to all new investments, famous within the unquoted funding adviser’s report additional under.

Following the exit of Downing Care Properties Holdings Restricted, publicity to the Healthcare Companies sector has nearly halved from 7% to 4% of the general portfolio.

Because of a major degree of exit proceeds generated in the course of the 12 months of £16.Four million, on the interval finish, the Firm held £20.9 million in money, which is predicted to be deployed into supporting the prevailing portfolio as properly any new funding alternatives as they come up.

Outlook
The portfolio has encountered varied challenges over the past 24 months, and it’s encouraging to see the Whole Return up 5.9p on the 12 months.

Of the older investments, we consider that, on the entire, they’re leaner and positioned higher than they have been pre-COVID, and we will proceed to progress with realisation plans for the remaining yield targeted investments.

Because the portfolio continues to shift to 1 that’s extra targeted on progress investments, we consider that there’ll proceed to be new funding alternatives, in addition to potential within the present portfolio, that may drive improved efficiency.

As you’ll have seen within the Chairman’s Assertion, following the 12 months finish, Downing LLP agreed to promote its non-Healthcare Ventures enterprise to Foresight Group LLP. As a part of the transaction, the funding advisory companies settlement was novated from Downing to Foresight on Four July 2022 and the entire of the Downing Ventures workforce and key assist employees have been transferred to Foresight. Nevertheless, it must be famous that the funding advisory companies in respect of the non-ventures portfolio, being the quoted progress and yield targeted funding will proceed to be supplied by Downing for a transitional interval.

We look ahead to managing the property underneath the umbrella of the Foresight group, our new house, and the subsequent chapter for the Firm.

Downing LLP

Funding Adviser’s Report – Unquoted Portfolio

We current a evaluation of the unquoted funding portfolio for the 12 months ended 31 March 2022.

At 31 March 2022, the unquoted portfolio of 56 investments have been valued at £59.Three million. 36 of those with a worth of £40.7 million are unquoted progress corporations and 20 are unquoted yield targeted corporations with a worth of £18.6 million.

Unquoted Progress
Funding exercise
In the course of the interval, there was a excessive degree of realisation and funding exercise with £4.Three million of proceeds generated from exits and a complete of £3.1 million invested into unquoted progress corporations.

Three new investments have been added to the unquoted progress portfolio:

DSTBTD Restricted (£775,000) (buying and selling as Distributed) is a software program improvement firm that helps to construct a versatile and efficient workforce. The corporate allows enterprises to construct software program and expertise options by sourcing software program builders, onboarding them, and monitoring their efficiency while additionally being chargeable for the outcomes of the expertise options, proving advantages to each the builders and the enterprise clients.

Bulbshare Restricted (£749,000) is an organization that permits manufacturers to construct communities from their current clients, gathering shopper insights while providing a superior consumer expertise for these clients.  This suggestions leads to extra engaged clients and builds worth for the model from consumer generated content material, evaluations, and endorsements.

DiA Imaging Evaluation Restricted (£208,000) is a number one supplier of Synthetic Intelligence primarily based options for ultrasound evaluation. The funding will allow DiA to increase on its portfolio of FDA-cleared and CE-marked AI-based ultrasound options which allow clinicians to determine medical abnormalities with pace and accuracy.

Comply with on investments totalling £1.Four million have been made into eight corporations, most notably Cambridge Contact Applied sciences Restricted (£500,000), Cambridge Respiratory Restricted (£250,000) and E-Fundamentals (Group) Restricted (£166,000).

Particulars of the funding realisations in the course of the 12 months are set out under. Whole proceeds of £4.Three million have been generated from 7 investments, producing a acquire over holding worth of £1.9 million, though representing a loss over price of £3.2 million.

The most important acquire within the interval associated to Xupes Restricted, a pre-owned luxurious items retailer specialising in designer watches, purses, and jewelry. The funding was bought in October 2021, returning £1.6 million, leading to a acquire over the opening worth of £1.2 million, nevertheless a loss over price of £637,000.

Curo Compensation Restricted, the supplier of a human sources software program service, was bought within the interval, producing proceeds of £1.6 million, leading to a loss over price of £59,000, though this was a acquire over the earlier holding worth of £509,000.

Avid Expertise Group Restricted, a producer of electrified ancillary tools for inner combustion engines was bought in the course of the interval, producing proceeds of £429,000. The funding had beforehand been absolutely supplied in opposition to, so this represented a acquire of £429,000 within the interval, though it must be famous that this was a disappointing total loss in opposition to the unique price of £1.Four million.

Additional deferred consideration was obtained from BridgeU Restricted in relation to the exit in 2021, producing additional proceeds of £143,000 within the 12 months.

JRNI Restricted, a enterprise to enterprise (B2B) software program platform that permits corporations to supply on-line appointments and occasion bookings for his or her clients and employees, exited, producing a acquire over carrying worth and authentic price of £23,000.

It’s disappointing to report that Exonar Restricted and Glownet Restricted each exited in full for nil proceeds in the course of the 12 months, leading to a mixed loss over authentic price of £1.Three million and a realised loss over carrying worth of £379,000.

Portfolio valuation
The unquoted portfolio, on the entire, carried out properly over the interval, leading to a complete unrealised acquire of £3.6 million within the interval, together with unrealised international change positive factors of £511,000. £472,000 of the £3.6 million acquire was recognised inside the unquoted yield focus portfolio, additional element will be discovered under. The remaining £3.1 million was recognised inside the unquoted progress portfolio. Probably the most important actions are famous on the next under:

The most important acquire in worth was in Ayar Labs, Inc, the developer of elements for top efficiency computing and information centre purposes. On the interval finish, the corporate was uplifted by £1.Four million, together with the impression of international change. This revaluation is the results of a calibration to the worth set by a current funding spherical.

E-Fundamentals (Group) Restricted, a Software program as a Service (SaaS) analytics firm has continued to develop its buyer base, each within the UK and within the US, leading to a valuation uplift of £1.Three million as on the 12 months finish.

Upp Applied sciences Restricted, a supplier of multichannel e-commerce expertise, was elevated in worth by £835,000 as its efficiency recovers following a change in technique and a brand new product focus.

Hackajob Restricted, the proprietor of an on-line market for hiring technical expertise, was uplifted by £739,000 because of recurring revenues persevering with to develop.

GENinCode develops merchandise and expertise that helps sufferers and healthcare practitioners assess and predict the onset of heart problems, thrombosis, and to diagnose Familial Hypercholesterolemia. In the course of the interval, in July 2021, the corporate efficiently accomplished an IPO which noticed its shares quoted on AIM. This end in an unrealised acquire of £282,000 over the interval.

There have been some setbacks to a small variety of the extra weak companies inside the portfolio, which has offset a few of the unrealised positive factors recognised on the interval finish. The most important unrealised loss within the interval was from Streethub Restricted (buying and selling as Trouva), a web-based market for a curated vary of homeware and way of life merchandise. The corporate was lowered in worth by £1.Four million, because of the enterprise buying and selling considerably behind price range.

Empiribox Holdings Restricted, a supplier of apparatus and coaching to major colleges throughout the UK, was revalued downwards by £606,000 because the enterprise is but to get well from the impacts of the coronavirus pandemic.

Hummingbird Applied sciences Restricted, the proprietor of a sophisticated crop analytics platform that’s powered by machine studying and aerial imagery, was lowered in worth by £502,000 because of a discount in income forecasts.

Unquoted Yield Centered
Funding exercise
In the course of the interval, the Firm made no new investments into this portfolio, nevertheless it generated whole proceeds of £8.7 from disposals, producing a lack of £285,000 over opening worth and a £535,000 loss over authentic price. Particulars of the realisations are set out under.

The most important realisation within the interval associated to Downing Care Properties Holdings Restricted, which owned 4 specialist care houses. The corporate was one of many long-standing investments for the VCT, with the primary care house acquired in 1999.

Following a profitable exit, the sale generated proceeds of £5.Zero million, leading to a loss over holding worth of £520,000, though it must be famous that this represented a acquire over authentic price of £1.1 million, along with mortgage curiosity proceeds obtained in the course of the interval of £1.Eight million.

Pearce and Saunders Restricted, the proprietor of a freehold pub in South East London, repaid mortgage observe principal of £88,000 in the course of the interval, together with a redemption premium of £264,000.

Doneloans Restricted, which holds a portfolio of secured loans, repaid a part of its mortgage notes in the course of the interval, leading to Downing ONE receiving capital proceeds of £1.Four million, and related curiosity of £381,000.

Nomansland Biogas Restricted, an anaerobic digestion plant in Devon, was absolutely exited in the course of the interval, leading to a minor lack of £21,000 in opposition to opening worth and authentic price.

In the course of the interval, the Firm additionally exited from two of the 4 Indian photo voltaic investments, Indigo Technology Restricted and Ironhide Technology Restricted which have been each growing photo voltaic farms on adjoining land in India. After a sequence of setbacks, primarily as a result of discount in prevailing power costs within the Maharashtra area of India, the investments have been absolutely exited for minimal proceeds, leading to a mixed loss over price of £1.Eight million, though representing a minor realised acquire over carrying worth of £8,000.

Portfolio valuation
The unquoted yield targeted portfolio skilled a combined 12 months with the general unrealised motion producing a acquire of £472,000. Probably the most important actions are as follows:

Baron Home Developments LLP, an organization created to fund the acquisition of a property reverse Newcastle’s Central Station recognised the most important acquire within the interval. After being considerably impacted by the coronavirus pandemic, we’re happy to report that the resort is being marketed on the market and first spherical presents are anticipated to be obtained shortly with the estimated gross sales value suggesting a wholesome uplift of over £900,000.

Harrogate Road LLP, a property developer was uplifted by over £700,000 according to anticipated exit proceeds, with the sale anticipated to finish over the approaching months.

Regardless of these positives within the portfolio, a few of the investee corporations suffered setbacks and because of this an unrealised loss has been recognised. Pilgrim Buying and selling Restricted, the operator of two kids’s nurseries in better London, noticed a discount within the carrying worth of £1.Three million, however this was offset by the popularity of £1.2 million of mortgage inventory curiosity, most of which was beforehand supplied in opposition to. The enterprise is making progress and the final word cost of the accrued mortgage inventory curiosity is now extra doubtless.

Doneloans Restricted, which holds a portfolio of secured mortgage notes, redeemed a small variety of its mortgage notes in the course of the interval under carrying worth, leading to a discount of £135,000 according to the corporate’s internet property as at 31 March 2022.

Conclusion and outlook
The unquoted portfolio continues to see affordable restoration from the numerous challenges confronted within the over the previous 2 years.

We stay targeted on exiting the extra mature yield targeted investments as we glance to redeploy money into extra progress targeted investments according to the VCT tips.

Downing LLP

Funding Adviser’s Report – Quoted Progress Portfolio

Funding exercise
At 31 March 2022 the quoted portfolio was valued at £26.7 million, comprising 34 energetic investments. Over the 12 months, the quoted portfolio produced unrealised positive factors of £1.Three million, reflecting a 13.4% enhance over the interval in opposition to the FTSE AIM All Share that fell 13.0%.

Fairness markets started a tentative restoration from the pandemic within the earlier a part of the reporting interval as pandemic restrictions have been progressively eased. Nevertheless, markets remained nervous over the speedy unfold of Covid variants. Because the 12 months progressed, many corporations skilled extra normalised buying and selling situations however fears round greater inflation and rates of interest have been evident. Volatility remained a persistent function in the direction of the top of the 12 months and sentiment was dampened by the invention of a extra virulent pressure of Covid.

The start of 2022 was characterised by an aggressive market rotation from progress to worth, and from small and mid-cap names into the perceived security of bigger capitalisation companies. Sentiment shifted significantly too, with the tech sector falling as buyers switched into beforehand unloved sectors as mounting concern over rising inflation and rates of interest gripped markets.

On the finish of the reporting interval, information circulate was dominated by the disaster in Ukraine. Fairness market volatility is prone to proceed for a while as the implications of the battle within the area change into clearer. Markets face undoubted headwinds, not solely the impression of the Russian invasion, however widespread Covid lockdowns in China, persistent provide chain disruptions, and rising rates of interest. The specter of recession and risk that we might be coming into a protracted bear market can be weighing on investor sentiment.

The quoted portfolio noticed elevated buying and selling exercise in the course of the interval, with eight purchases, all VCT qualifying. There have been 5 new investments made into Trellus Well being plc, Eneraqua Applied sciences plc, Libertine Holdings plc, Strip Tinning Holdings plc and Verici DX plc, and three comply with on investments into GENinCode plc, Suggestions plc and Deepmatter Group plc.

GENinCode was initially an unlisted place within the portfolio, nevertheless, confidence within the administration workforce led the Adviser to additionally take part additional within the IPO of this funding.

There have been two company actions within the interval: the profitable exit of Universe Group plc, which was acquired by non-public fairness. Universe was acquired by PDI software program, a world supplier of enterprise administration software program in January 2022 at a valuation of 12p per share a 7p per share premium to the share value earlier than the announcement. This mirrored a profitable exit for the quoted progress portfolio, realising a acquire of £1.9 million over price, being a realised acquire over opening worth of £2.1 million and a cash a number of return of two.3x. Downing consumer funds held a 16.67% fairness place in Universe and have been actively engaged with the technique of the corporate. This acquisition is proof of the Adviser’s profitable private-equity method to investing in public markets.

As well as, internet proceeds of £5,000 have been realised from the wind-up of the Downing UK Micro-Cap Progress Fund.

Probably the most notable unrealised actions within the portfolio over the interval are mentioned under.

Portfolio Actions
The principle constructive contributor to efficiency was Tracsis plc, which elevated the worth of the portfolio by £2.6 million.

Tracsis, a number one supplier of software program, {hardware}, information analytics/GIS and companies for the rail, site visitors information and wider transport industries. The group’s newest outcomes, for the six months ended 31 January 2022, have been according to administration’s expectations. Highlights included income elevated by 31% to £29.2m, with important progress within the Knowledge, Analytics, Consultancy and Occasions Division, together with post-Covid restoration. The Rail Expertise and Companies Division income was at the same degree to prior 12 months and a current multi-year Rail Expertise software program contract wins will drive future income. The UK rail business’s transition to a brand new Nice British Railways construction is ongoing and the general goal is to create a data-driven, customer-focused, safety-critical future for the business. Tracsis’ vary of rail expertise services and products is properly positioned to assist the rail business ship its strategic targets and because of this the enterprise has been requested to actively take part in serving to to form future determination making. The current acquisition of RailComm is a crucial strategic improvement for Tracsis, offering a platform onto which the group can begin to internationally increase its rail product portfolio by way of direct entry to the numerous and rising North American rail expertise market.

GENinCode plc, the predictive genetics firm targeted on the prevention of heart problems, additionally made a constructive contribution to the portfolio, delivering an unrealised acquire of £282,000.

In March, the group introduced a collaboration with the Educational Well being Science Community for the Northeast and North Cumbria to pilot the usage of its Lipid inCode® check for the analysis of hypercholesterolemia (excessive ranges of ldl cholesterol) and familial hypercholesterolemia. The group has a imaginative and prescient to help clinicians and inform sufferers in deciphering cardiovascular danger, and to enhance public well being utilizing the predictive functionality of genomics. Excessive genetic danger sufferers are assisted in making way of life decisions and may obtain focused therapy to enhance outcomes. Over the previous 15 years GENinCode has made a considerable funding in its analysis, bioinformatic information, expertise, and product improvement to evaluate illness danger, in an effort to assist clinicians and sufferers forestall the onset of CVD.

GENinCode additionally introduced its collaboration with the Indiana College Faculty of Drugs (IU). IU is the most important medical college within the US and can undertake a ‘Proof of Idea’ examine utilizing Cardio inCode-SCORE for the danger evaluation of sufferers for onset of atherosclerotic heart problems (“ASCVD”). ASCVD accounts for over 85% of all heart problems deaths and is the main explanation for morbidity and mortality within the US and globally.

Downing Strategic Micro Cap Funding Belief plc (DSM), was a detrimental contributor, lowering the worth of the quoted portfolio by £318,000. This detrimental share value motion was regardless of the constructive outcomes for the total 12 months ended 28 February 2022. The Firm reported a 5.3% enhance in NAV, and 1% enhance within the share value, regardless of the volatility in markets as a result of post-Covid macroeconomic backdrop and the battle in Ukraine. The managers stay constructive on the prospects for the Firm’s holdings that are usually cheaper than the broader market, with stronger stability sheets and good progress prospects from the compelling services or products they supply. Usually, these investments have gone by important catalytic modifications over the previous couple of years and are subsequently stronger than they have been pre this era of financial instability.

Strategically, the managers proceed to be energetic, guaranteeing that portfolio companies are properly positioned to develop over the long run with the correct working construction and administration in place. If situations and costs are proper, they might exit positions. Money stays round 10% and the unsure surroundings is producing ample alternatives for brand new investments. The DSM portfolio consists of worth shares, dynamically managed with robust stability sheets, applicable to the foreseeable economic system and held at modest valuations. Their quoted costs are considerably under the worth at which the managers, utilizing conservative estimates and noting evident catalysts, place their achievable market worth. 

Inland Properties plc was additionally a detrimental contributor, lowering the worth of the portfolio by £315,000. Inland Properties is a brownfield developer, housebuilder and regeneration specialist targeted on the South and Southeast of England. The group’s most just lately printed outcomes for the 12 months ended 30 September 2021, reported document income, a major discount in internet debt and progress in its asset administration, partnership housing and personal housebuilding divisions. Administration said that the outcomes are underpinned by the group’s engaging portfolio of brownfield and longer-term strategic land alternatives. Situated throughout the South and Southeast of England, it’s this useful portfolio, along with its planning and housebuilding experience, which drives demand from third-party buyers, construct to hire operators, registered suppliers, and different housebuilders. The underlying energy of the housing market and the shortfall in new housing supply will proceed to assist demand for the land Inland owns and the houses they construct.

Outlook
The ramifications of the pandemic continued to disrupt all through the reporting interval, and markets have been confronted with excessive demand aspect shocks, excessive provide aspect shocks, labour shortages, power value crises, and freight and logistical challenges. The macroeconomic backdrop stays regarding and markets are prone to stay risky within the months forward as rising inflation and better rates of interest trigger concern.

The 12 months forward is prone to be harder than final 12 months, the place lingering Covid points have been offset by large stimulus and document family financial savings feeding a requirement spike. Provide chain points proceed to have an effect, Covid continues to be crippling elements of China the place so many items are manufactured, family financial savings are being quickly eroded by the unexpected price of dwelling disaster, and expansionary coverage has reversed. Confidence is low and uncertainty is excessive. Nevertheless, the quoted portfolio incorporates good corporations, with robust stability sheets and important prospects for progress over the long-term.

Downing LLP

Evaluation of Investments

Portfolio of investments
The next investments, all of that are integrated in England and Wales, have been held at 31 March 2022:

 

Price

Valuation

Valuation
motion
in 12 months

% of
portfolio
by
worth

Mortgage inventory
curiosity recognised
within the
interval

Whole
worth of
different
funds additionally
managed by
Downing
LLP

  £’000 £’000 £’000   £’000   £’000
Quoted progress investments              
Tracsis plc* 1,443 7,552 2,620 7.1%   5,844
Downing Strategic Micro-Cap Funding
Belief plc***
5,197 3,498 (318) 3.3%

  3,366
Anpario plc* 1,448 3,340 (62) 3.1%  
Affect Healthcare REIT plc*** 1,518 1,773 142 1.7%   1,138
Craneware plc* 353 1,261 (312) 1.2%   1,886
Inland Properties plc* 1,311 1,153 (315) 1.1%  
GENinCode plc* 800 1,082 282 1.0%   1,624
Cohort plc* 394 840 (308) 0.8%  
Angle plc* 570 768 141 0.7%  
Pittards plc* 1,350 697 203 0.7%   421
Vianet Group plc* 756 669 (24) 0.6%  
Immotion Group plc* 500 546 (61) 0.5%  
Brooks Macdonald Group plc* 257 445 82 0.4%  
Libertine Holdings plc* 350 444 95 0.4%  
Suggestions plc* 400 302 (148) 0.3%  
Deepmatter plc* 463 274 (307) 0.3%  
Verici DX plc* 240 219 (21) 0.2%  
Oncimmune Holdings plc* 278 201 (97) 0.2%  
Norman Broadbent plc* 906 196 45 0.2%   514
Frontier IP Group plc* 30 191 29 0.2%  
EnerAqua Expertise plc* 195 186 (9) 0.2%  
Pennant Worldwide Group plc* 335 161 (28) 0.2%  
One Media Group IP plc* 175 156 (19) 0.1%  
SysGroup plc* 377 144 (94) 0.1%  
Pelatro plc* 289 136 (95) 0.1%  
Bonhill Group plc* 1,000 94 (56) 0.1%   758
Strip Tinning Holdings plc* 105 85 (20) 0.1%  
Trellus Well being plc* 175 83 (92) 0.1%  
Dillistone Group plc* 411 71 (3) 0.1%  
Stress Applied sciences plc* 249 62 3 0.0%  
Fireangel Security Expertise Group plc* 545 49 (1) 0.0%   3,787
Wheelsure Holdings plc** 48 4 (1) 0.0%  
MI Downing UK Micro-Cap Progress Fund*** 2 2 1 0.0%   152
AIQ Restricted 1 (1) 0.0%  
Flowgroup plc 207 0.0%  
ACHP plc* 61 0.0%  
Golden Rock World plc*** (1) 0.0%  
               
Unquoted progress investments              
E-Fundamentals (Group) Restricted 1,508 3,847 1,272 3.6% 2   1,533
Carbice Company 3,020 2,967 137 2.8%   1,639
StorageOS Inc 2,970 2,921 134 2.7%  
Ayar Labs, Inc 1,280 2,594 1,359 2.4%   3,510
Trinny London Restricted 443 2,508 573 2.3%   14,401
Cornelis Networks Inc 2,102 2,056 95 1.9%   3,936
Digital Class Restricted 1,164 1,912 (62) 1.8%   1,816
Rated Individuals Ltd 1,382 1,895 211 1.8%   4,228
Imagen Restricted 1,000 1,763 (65) 1.7%   3,612
Hummingbird Applied sciences Restricted 2,250 1,750 (502) 1.6%   250
Hackajob Restricted 784 1,523 739 1.4%   5,731
Parsable Inc 1,532 1,422 65 1.3%   2,004
Cambridge Contact Applied sciences Restricted 959 1,369 507 1.3%   4,704
Glisser Restricted 1,300 1,300 1.2%   5,878
Ecstase Restricted 1,000 1,257 257 1.2%   2,515
Maestro Media Restricted 1,000 1,160 160 1.1%   4,134
Upp Applied sciences Group Restricted 1,077 1,077 835 1.0%   1,077
Firefly Studying Restricted 1,047 1,047 1.0%   2,271
Limitless Expertise Restricted 757 920 0.9%   2,897
FundingXchange Restricted 1,050 786 (264) 0.7%   1,835
DSTBTD Restricted 775 775 0.7%  
Bulbshare Restricted 749 749 0.7%   749
Vivacity Labs Restricted 500 669 169 0.6%   3,642
Masters of Pie Restricted 667 667 0.6%   2,304
Cambridge Respiratory Improvements Restricted 500 500 0.5%   2,000
FVRVS Restricted 375 484 109 0.5% 8  
Channel Mum Restricted 737 291 (50) 0.3% 2   291
DiA Imaging Evaluation Restricted 208 214 6 0.2%   928
MIP Discovery Restricted 225 150 (75) 0.1%   1,256
StreetHub Restricted 1,446 79 (1,431) 0.1% 2   71
Empiribox Holdings Restricted 1,813 (606) 0.0%  
Lignia Wooden Firm Restricted 1,778 0.0%  
Dwell Higher With Restricted 990 0.0%  
Lineten Restricted 750 (392) 0.0%  
Ludorum plc 177 (7) 0.0%  
Useful resource Reserve Restoration Restricted 6 0.0%  
               
Unquoted yield targeted investments              
Doneloans Restricted 3,631 4,213 (135) 3.9% 378  
Baron Home Developments LLP 2,695 4,177 943 3.9% 443   7,113
Harrogate Road LLP 1,400 2,778 721 2.6% 72   2,876
Knowledge Centre Response Restricted 558 1,787 471 1.7%  
Cadbury Home Holdings Restricted 3,081 1,688 (113) 1.6% 102   791
Kimbolton Lodge Restricted 664 996 30 0.9%  
Fenkle Road LLP 346 911 39 0.9% 52   13,422
Pilgrim Buying and selling Restricted 2,593 778 (1,275) 0.7% 1,228   519
Downing Pub EIS ONE Restricted 490 668 100 0.6%   7,120
SF Renewables (Photo voltaic) Restricted 422 278 (41) 0.3%   4,252
Rockhopper Renewables Restricted 738 156 (122) 0.1%   1,599
Pearce & Saunders Restricted 1,122 117 (133) 0.1%   150
Pearce & Saunders DevCo Restricted 84 70 (12) 0.1%   89
Yamuna Renewables Restricted 2,500 0.0%  
Jito Buying and selling Restricted 2,500 0.0%  
Quadrate Catering Restricted 1,500 0.0%  
High Ten Holdings plc 399 0.0%  
Quadrate Spa Restricted 372 0.0%  
London Metropolis Procuring Centre Restricted 110 0.0%  
               
Whole investments 87,264 85,954 4,897 80.5% 2,289   136,633
Money at financial institution and in hand   20,856   19.5%      
    106,810   100%      

The Firm additionally holds investments in Golden Rock World plc and Mining, Minerals & Metals plc (which doesn’t present within the earlier desk). These investments have been acquired in prior durations at negligible worth because of reorganisations of different investments and proceed to be valued on the identical degree.

All enterprise capital investments are unquoted except in any other case said.

*    Quoted on AIM     
**        Quoted on the Aquis Inventory Trade Progress Market
***        Quoted on the Principal Market of the London Inventory Trade
        
(1) Different self-managed and discretionary managed funds additionally managed by Downing LLP as Funding Supervisor or Adviser (excluding Downing ONE VCT plc) as at 31 March 2022:

  • Downing TWO VCT plc
  • Downing THREE VCT plc
  • Downing FOUR VCT plc
  • MI Downing UK Micro-Cap Progress Fund
  • MI Downing Month-to-month Revenue Fund
  • Downing Strategic Micro-Cap Funding Belief plc
  • Downing AIM Property Planning Service and Downing AIM NISA
  • VT Downing Distinctive Alternatives Fund
  • VT Downing Listed Infrastructure Revenue Fund
  • Downing Healthcare EIS Data Intensive Fund
  • Downing Renewables EIS
  • Downing Indian Photo voltaic EIS
  • Downing Ventures EIS
  • Downing Pub EIS

Funding actions for the 12 months ended 31 March 2022

Additions

  £’000
Quoted progress investments  
Libertine Holdings plc 350
Verici DX plc 240
GENinCode plc 200
EnerAqua Expertise plc 195
Trellus Well being plc 175
Suggestions plc 150
Deepmatter Group plc 113
Strip Tinning Holdings plc 105
  1,528
Unquoted progress investments  
DSTBTD Restricted 775
Bulbshare Restricted 749
Cambridge Contact Applied sciences Restricted 500
Cambridge Respiratory Improvements Restricted 250
DiA Imaging Evaluation Restricted 208
E-Fundamentals (Group) Restricted 166
FVRVS Restricted 125
Rated Individuals Restricted 100
StreetHub Restricted 80
MIP Discovery Restricted 75
Channel Mum Restricted 63
  3,091
  4,619

Disposals

            Mortgage inventory
            curiosity
        Revenue/ Realised recognised
    Worth at   (loss) vs acquire/ in
the
  Price 01/04/21* Proceeds price (loss) interval
  £’000 £’000 £’000 £’000 £’000 £’000
Quoted progress investments            
Universe Group plc 1,506 1,276 3,403 1,897 2,127
MI Downing UK Micro-Cap Progress Fund 6 4 5 (1) 1
  1,512 1,280 3,408 1,896 2,128
             
Unquoted progress investments (together with mortgage observe redemptions)        
Xupes Restricted 2,250 459 1,613 (637) 1,154
Curo Compensation Restricted 1,663 1,095 1,604 (59) 509 50
Avid Expertise Group Restricted 1,833 429 (1,404) 429 77
BridgeU Company 143 143 143
JRNI Restricted 525 525 548 23 23
Glownet Restricted 741 (741)
Exonar Restricted 550 379 (550) (379)
  7,562 2,458 4,337 (3,225) 1,879 127
             
Unquoted yield targeted investments (together with mortgage observe redemptions)        
Pearce and Saunders Restricted 88 88 352 264 264
Ironhide Technology Restricted 920 4 (916) 4
Indigo Technology Restricted 920 4 (916) 4
Doneloans Restricted 1,370 1,370 1,370
The Thames Membership Restricted 175 (175)
Contemporary Inexperienced Energy Restricted 378 564 556 178 (8)
Inexperienced Power Manufacturing UK Restricted 200 133 125 (75) (8)
Nomansland Biogas Restricted 1,300 1,300 1,279 (21) (21)
Downing Care Properties Holdings Restricted 3,880 5,526 5,006 1,126 (520) 1,769
  9,231 8,981 8,696 (535) (285) 1,769
  18,305 12,719 16,441 (1,864) 3,722 1,896

* Adjusted for purchases within the 12 months the place relevant

Administrators’ duties assertion
The Administrators are chargeable for getting ready the Strategic Report, the Report of the Administrators, the Administrators’ Remuneration Report, the separate Company Governance Assertion and the monetary statements in accordance with relevant legislation and rules. They’re additionally chargeable for guaranteeing that the annual report consists of data required by the Itemizing Guidelines of the Monetary Conduct Authority.

Firm legislation requires the Administrators to organize monetary statements for every monetary 12 months. Below that legislation, the Administrators have elected to organize the monetary statements in accordance with United Kingdom Usually Accepted Accounting Apply (United Kingdom Accounting Requirements and relevant legislation), together with Monetary Reporting Customary 102, the monetary reporting customary relevant within the UK and Republic of Eire (FRS 102). Below firm legislation, the Administrators should not approve the monetary statements except they’re happy that they offer a real and honest view of the state of affairs of the Firm and of the revenue or lack of the Firm for that interval.

In getting ready these monetary statements, the Administrators are required to:

  • choose appropriate accounting insurance policies after which apply them persistently;
  • make judgments and accounting estimates which are affordable and prudent;
  • state whether or not the monetary statements have been ready in accordance with relevant UK Accounting Requirements, topic to any materials departures disclosed and defined within the monetary statements;
  • put together the monetary statements on the going concern foundation except it’s inappropriate to presume that the Firm will proceed in enterprise; and
  • put together a Administrators’ Report, Strategic Report and Administrators’ Remuneration Report which adjust to the necessities of the Corporations Act 2006.

The Administrators are chargeable for holding ample accounting data which are enough to indicate and clarify the Firm’s transactions, and to reveal with affordable accuracy at any time the monetary place of the Firm and to allow them to make sure that the monetary statements adjust to the Corporations Act 2006.

They’re additionally chargeable for safeguarding the property of the Firm and therefore for taking affordable steps for the prevention and detection of fraud and different irregularities.

As well as, every of the Administrators is chargeable for guaranteeing that the Annual Report, taken as a complete, is honest, balanced and comprehensible and gives the knowledge essential to assess the Firm’s place, efficiency, enterprise mannequin and technique.

Revenue Assertion
for the 12 months ended 31 March 2022

  12 months ended 31 March 2022   12 months ended 31 March 2021
               
  Income Capital Whole   Income Capital Whole
  £’000 £’000 £’000   £’000 £’000 £’000
                 
Revenue   4,584 4,584   1,333 1,333
                 
Features on investments   8,619 8,619   7,402 7,402
                 
    4,584 8,619 13,203   1,333 7,402 8,735
                 
Funding administration charges   (1,051) (1,051) (2,102)   (817) (817) (1,634)
Different bills   (705) (705)   (900) (900)
                 
Return/(loss) on extraordinary actions earlier than tax   2,828 7,568 10,396   (384) 6,585 6,201
                 
Tax on whole complete revenue and extraordinary actions   (300) 300   (232) 232
                 
Return/(loss) attributable to fairness shareholders   2,528 7,868 10,396   (616) 6,817 6,201
                 
Primary and diluted return/(loss) per share   1.4 4.5 5.9   (0.4) 4.4 4.0

The overall column inside the Revenue Assertion represents the Assertion of Whole Complete Revenue of the Firm ready in accordance with Monetary Reporting Requirements (“FRS 102”). There are not any different gadgets of complete revenue. The supplementary income and capital return columns are ready in accordance with the Assertion of Beneficial Apply issued in April 2021 by the Affiliation of Funding Corporations (“AIC SORP”).

Assertion of Modifications in Fairness
for the 12 months ended 31 March 2022

  Known as
up
Share
Capital
Capital
redemption
reserve
Share
premium account
Funds held in
respect of
shares
not but allotted
Particular
reserve
Capital
reserve
realised
Revaluation
reserve
Income
reserve

Whole

  £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
For the 12 months ended 31 March 2021              
                   
At 1 April 2020 1,440 1,615 54,703 5,775 34,587 (8,504) (874) 88,742
Whole complete
revenue
(780) 7,597 (616) 6,201
Realisation of
revaluations
from
earlier years*
(1,735) 1,735
Realisation of
impaired valuations
(5,581) 5,581
Switch between
reserves*
(12,197) 12,197
Transactions with house owners                  
Dividends paid (4,101) (1,039) (5,140)
Utilised in share difficulty (5,775) (5,775)
Unallotted shares 7,545 7,545
Challenge of latest shares 205 11,727 11,932
Share difficulty prices (286) (286)
Buy of personal
shares**
(34) 34 (1,866) (1,866)
At 31 March 2021 1,611 1,649 66,430 7,545 20,238 6,409 (2,529) 101,353
                   
For the 12 months ended 31 March 2022              
                   
At 1 April 2021 1,611 1,649 66,430 7,545 20,238 6,409 (2,529) 101,353
Whole complete
revenue
2,971 4,897 2,528 10,396
Realisation of
revaluations from
earlier years*
794 (794)
Realisation of
impaired
valuations
(791) 791
Switch between
reserves*
  (738) 738
Transactions with house owners                  
Dividends paid (3,712) (743) (4,455)
Utilised in share difficulty (7,545) (7,545)
Unallotted shares 78 78
Challenge of latest shares 213 12,605 12,818
Share difficulty prices (360) (360)
Buy of personal shares** (48) 48 (2,812) (2,812)
At 31 March 2022 1,776 1,697 79,035 78 16,328 11,303 (744) 109,473

*         A switch of £794,000 representing beforehand recognised unrealised positive factors on disposal of investments in the course of the 12 months ended 31 March 2022 (2021: losses of £1,735,000) has been made out of the Revaluation reserve to the Capital Reserve-realised. A switch of £738,000 representing realised positive factors on disposal of investments, much less internet funding impairments and the surplus of capital bills over capital revenue and capital dividends within the 12 months (2021: £12.2 million) has been made out of the Particular reserve to the Capital Reserve – realised.

** These shares have been subsequently cancelled.

Stability Sheet
as at 31 March 2022

      2022   2021
      £’000   £’000
           
Fastened property          
Investments     85,954   89,157
           
Present property          
Debtors     3,300   2,001
Money at financial institution and in hand     20,856   10,738
      24,156   12,739
Collectors: quantities falling due inside one 12 months     (637)   (543)
           
Web present property     23,519   12,196
           
Web property     109,473   101,353
           
9B9Capital and reserves          
Known as up share capital     1,776   1,611
Capital redemption reserve     1,697   1,649
Share premium account     79,035   66,430
Funds held in respect of shares not but allotted     78   7,545
Particular reserve     16,328   20,238
Revaluation reserve     11,303   6,409
Income reserve     (744)   (2,529)
           
Whole fairness shareholders’ funds     109,473   101,353
           
           
Primary and diluted internet asset worth per share     61.6p   58.2p

Money Circulate Assertion

for the 12 months ended 31 March 2022

    2022   2021
    £’000   £’000
Money circulate from working actions        
Achieve/(loss) on extraordinary actions after taxation   10,396   6,201
(Achieve)/loss on investments   (8,619)   (7,402)
(Enhance) in debtors   (1,298)   (57)
Enhance in collectors   72   25
         
Web money generated from/(utilized in) working actions   551   (1,233)
         
Money circulate from investing actions        
Buy of investments   (4,619)   (21,403)
Proceeds from disposal of investments   16,441   3,238
         
Web money influx/(outflow) from investing actions   11,822   (18,165)
         
Money flows from financing actions        
Proceeds from share difficulty   12,121   11,933
Funds held in respect of shares not but allotted   (7,467)   1,770
Share difficulty prices   (360)   (286)
Buy of personal shares   (2,791)   (1,612)
Fairness dividends paid   (3,758)   (5,140)
         
Web money (outflow)/influx from financing actions   (2,255)   6,665
         
         
Enhance/(lower) in money   10,118   (12,733)
         
         
Web motion in money        
         
Starting of 12 months   10,738   23,471
Web money (outflow)/influx   10,118   (12,733)
         
Finish of 12 months   20,856   10,738

Notes

1.    Common data

Downing ONE VCT plc (“the Firm”) is a enterprise capital belief established underneath the laws launched within the Finance Act 1995 and is domiciled in the UK and integrated in England and Wales, and its registered workplace is St. Magnus Home, Three Decrease Thames Road, London EC3R 6HD.

2.    Accounting insurance policies

Foundation of accounting
The Firm has ready its monetary statements in accordance with the Monetary Reporting Customary 102 (“FRS 102”) and in accordance with the Assertion of Beneficial Apply “Monetary Statements of Funding Belief Corporations” issued in April 2021 (“SORP”).

The monetary statements are offered in Sterling (£) and rounded to 1000’s.

Going concern
After reviewing the Firm’s forecasts and projections, the Administrators have an affordable expectation that the key money outflows of the Firm (most notably investments, share buybacks and dividends) are inside the Firm’s management and subsequently the Firm has enough money to fulfill its bills and liabilities once they fall due. The impression of COVID-19 has been thought-about. Extra element on these concerns will be discovered inside the Company Governance report. As such, the Board confirms that the Firm has ample sources to proceed in operational existence for a minimum of 12 months from the date of approval of the monetary statements. The Firm subsequently continues to undertake the going concern foundation in getting ready its monetary statements.

Presentation of revenue assertion
With a view to higher mirror the actions of a Enterprise Capital Belief and in accordance with steering issued by the Affiliation of Funding Corporations (“AIC”), supplementary data which analyses the revenue assertion between gadgets of a income and capital nature has been offered alongside the revenue assertion. The web income is the measure the Administrators consider applicable in assessing the Firm’s compliance with sure necessities set out in Half 6 of the Revenue Tax Act 2007.

Investments
Enterprise capital investments are designated as “honest worth by revenue or loss” property because of investments being managed and their efficiency evaluated on a good worth foundation. A monetary asset is designated inside this class whether it is each acquired and managed on a good worth foundation, with a view to promoting after a time period, in accordance with the Firm’s documented funding coverage.

Investments quoted on recognised inventory markets are measured utilizing bid costs.

The valuation methodologies for unquoted devices (comprising fairness and mortgage notes), utilized by the IPEV to determine the honest worth of an funding, are as follows:

  • Calibration to the worth of current funding;
  • Multiples;
  • Web property;
  • Discounted money flows or earnings (of the underlying enterprise);
  • Discounted money flows (from the funding); and
  • Business valuation benchmarks.

The methodology utilized takes account of the character, information and circumstances of the person funding and makes use of affordable information, market inputs, assumptions and estimates in an effort to confirm honest worth, as defined within the funding accounting coverage above. The place an investee firm has gone into receivership, liquidation or administration and there may be little chance of a restoration, the loss on the funding, though not bodily disposed of, is handled as being realised.

Features and losses arising from modifications in honest worth are included within the revenue assertion as a capital merchandise.

It isn’t the Firm’s coverage to train important affect or joint management over investee corporations. Due to this fact, the outcomes of those corporations will not be integrated into the Revenue Assertion, besides to the extent of any revenue accrued. That is in accordance with the SORP and FRS 102 sections 14 and 15 that don’t require portfolio investments to be accounted for utilizing the fairness methodology of accounting.

Calibration to cost of current funding requires a degree of judgment to be utilized in assessing and reviewing any further data accessible for the reason that final funding date. The Board and Adviser contemplate a variety of things in an effort to decide if there may be any indication of decline in worth or proof of enhance in worth for the reason that current funding date. If no such indications are famous the worth of the current funding can be used because the honest worth for the funding.

Examples of alerts which may point out a motion in worth are: –

  • Modifications in outcomes in opposition to price range or in expectations of feat of technical milestones patents/testing/ regulatory approvals
  • Vital modifications available in the market of the merchandise or within the financial surroundings during which it operates
  • Vital modifications within the efficiency of comparable corporations
  • Inner issues comparable to fraud, litigation or administration construction.

In respect of disclosures required by the SORP for the 10 largest investments held by the Firm, the latest publicly accessible accounts data, both as filed at Corporations Home, or introduced to the London Inventory Trade, is disclosed. Within the case of unlisted investments, this can be abbreviated data solely.

Judgements in making use of accounting insurance policies and key sources of estimation uncertainty
The important thing estimate within the monetary statements is the willpower of the honest worth of the unquoted investments by the Administrators, because it impacts the valuation of the unquoted investments on the stability sheet date.

Of the Firm’s property measured at honest worth, it’s potential to find out their honest values inside an affordable vary of estimates. The honest worth of an funding upon acquisition is deemed to be price. Thereafter, investments are measured at honest worth in accordance with FRS 102 sections 11 and 12, along with the Worldwide Personal Fairness and Enterprise Capital Valuation Tips (“IPEV”).

A value sensitivity evaluation of the unquoted investments is supplied within the Annual Report.

Revenue
Dividend revenue from investments is recognised when the shareholders’ proper to obtain cost has been established, usually the ex-dividend date.

Mortgage inventory curiosity is accrued on a time apportioned foundation, by reference to the principal excellent and on the efficient rate of interest relevant and solely the place there may be affordable certainty of assortment.

Distributions from investments in restricted legal responsibility partnerships (“LLPs”) are recognised as they’re paid to the Firm. The place such gadgets are thought-about capital in nature they’re recognised as capital earnings.

Bills
All bills are accounted for on an accruals foundation. In respect of the evaluation between income and capital gadgets offered inside the revenue assertion, all bills have been offered as income gadgets, besides as follows:

  • Bills that are incidental to the acquisition of an funding are deducted from the Capital Account.
  • Bills that are incidental to the disposal of an funding are deducted from the disposal proceeds of the funding.
  • Bills are break up and offered partly as capital gadgets the place a reference to the upkeep or enhancement of the worth of the investments held will be demonstrated. Funding administration charges are allotted 50% to income and 50% to capital, in an effort to mirror the Administrators’ anticipated long-term view of the character of the funding returns of the Firm.

Taxation
The tax results on completely different gadgets within the Revenue Assertion are allotted between capital and income on the identical foundation as the actual merchandise to which they relate, utilizing the Firm’s efficient price of tax for the accounting interval.

As a result of Firm’s standing as a Enterprise Capital Belief and the continued intention to fulfill the situations required to adjust to Half 6 of the Revenue Tax Act 2007, no provision for taxation is required in respect of any realised or unrealised appreciation of the Firm’s investments.

Deferred taxation shouldn’t be discounted and is supplied in full on timing variations that end in an obligation on the stability sheet date to pay extra tax, or a proper to pay much less tax, at a future date, at charges anticipated to use when the obligations or rights crystallise primarily based on tax charges and legislation enacted or substantively enacted on the stability sheet date. Timing variations come up from the inclusion of things of revenue and expenditure in taxation computations in durations completely different from these during which they’re included within the accounts. Deferred tax property are solely recognised whether it is anticipated that future taxable earnings can be accessible to utilise such property and are recognised on a non-discounted foundation.

Money and money equivalents
Money and money equivalents embody money in hand and deposits held at name with banks with an authentic maturity of three months or much less.

Different debtors and different collectors
Different debtors (together with accrued revenue) and different collectors are included inside the accounts at amortised price.

Share difficulty prices
Share difficulty prices have been deducted from the particular reserve account.

Segmental reporting
The Firm solely has one class of enterprise and one market.

Dividends payable
Dividend’s payable are recognised as distributions within the monetary statements when the Firm’s legal responsibility to make cost has been established, usually the document date.

Funds held in respect of shares not but allotted
Money obtained in respect of purposes for brand new shares that haven’t but been allotted is proven as “Funds held in respect of shares not but allotted” and recorded on the Stability Sheet and Assertion of Modifications in Fairness.

3.    Primary and diluted return per share

  2022   2021
  £’000   £’000
Return per share primarily based on:      
Web income acquire/(loss) for the monetary 12 months 2,528   (616)
Web capital acquire for the monetary 12 months 7,868   6,817
Whole acquire for the monetary 12 months 10,396   6,201
       
Weighted common variety of shares in difficulty 177,473,899   156,403,594

Because the Firm has not issued any convertible securities or share choices, there isn’t a dilutive impact on return per share. The return per share disclosed subsequently represents each the fundamental and diluted return per share.

4.   Principal Dangers

The Firm’s funding actions expose the Firm to plenty of dangers related to monetary devices and the sectors during which the Firm invests. The principal monetary dangers arising from the Firm’s operations are:

  • Funding dangers;
  • Credit score danger; and
  • Liquidity danger.

The Board usually evaluations these dangers and the insurance policies in place for managing them. There have been no important modifications to the character of the dangers that the Firm is uncovered to over the 12 months and there have additionally been no important modifications to the insurance policies for managing these dangers in the course of the 12 months.

The danger administration insurance policies utilized by the Firm in respect of the principal monetary dangers and a evaluation of the monetary devices held on the year-end, are supplied under.

Funding dangers
As a VCT, the Firm is uncovered to funding dangers within the type of potential losses and positive factors that will come up on the investments it holds, in accordance with its funding coverage. The administration of those funding dangers is a elementary a part of the funding actions undertaken by the Funding Adviser and overseen by the Board. The Funding Adviser screens investments by common contact with administration of investee corporations, common evaluation of administration accounts and different monetary data and attendance at investee firm board conferences. This permits the Funding Adviser to handle the funding danger in respect of particular person investments. Funding danger can be mitigated by holding a diversified portfolio unfold throughout varied enterprise sectors and asset lessons.

The important thing funding dangers to which the Firm is uncovered are:

  • Funding value danger;
  • Rate of interest danger; and
  • Overseas foreign money publicity danger

The Firm has undertaken sensitivity evaluation on its monetary devices, break up into the related element elements, considering the financial local weather on the time of evaluation, in an effort to confirm the suitable danger allocation.

Funding value danger
Funding value danger arises from uncertainty in regards to the future costs and valuations of monetary devices held in accordance with the Firm’s funding aims. It represents the potential loss that the Firm may undergo by funding value actions in respect of quoted investments and in addition modifications within the honest worth of unquoted investments that it holds.

Rate of interest danger
The Firm accepts publicity to rate of interest danger on floating-rate monetary property by the impact of modifications in prevailing rates of interest. The Firm receives curiosity on its money deposits at a price agreed with its bankers. Investments in mortgage inventory and stuck curiosity securities appeal to curiosity predominately at mounted charges. A abstract of the rate of interest profile of the Firm’s investments is proven under.

Rate of interest profile of monetary property and monetary liabilities
There are three ranges of curiosity that are attributable to the monetary devices as follows:

  • “Fastened price” property signify investments with predetermined yield targets and comprise mounted curiosity and mortgage observe investments.
  • “Floating price” property predominantly bear curiosity at charges linked to the Financial institution of England base price and comprise money at financial institution.
  • “No rate of interest” property don’t appeal to curiosity and comprise fairness investments, non-interest-bearing convertible mortgage notes, loans and receivables (excluding money at financial institution) and different monetary liabilities.

The Firm screens the extent of revenue obtained from mounted, floating and non-interest price property and, if applicable, could make changes to the allocation between the classes, specifically, ought to this be required to make sure compliance with the VCT rules.

In the course of the interval the Financial institution of England base price has elevated from 0.1% each year to 0.75% each year on the interval finish. Following the interval finish, in Could 2022, the speed elevated additional, to 1.0% each year. Any potential change within the base price on the present degree wouldn’t have a fabric impression on the web property and whole return of the Firm.

Overseas foreign money publicity danger
The Firm has publicity to international foreign money danger by its investments in corporations whose valuation is denominated and who report in US {Dollars}. This has resulted in an unrealised international change lack of £511,000 (2021: £735,000) in the course of the 12 months. As a result of comparatively low publicity to corporations denominated in foreign currency echange, the Board considers international foreign money danger to be at an appropriate degree and doesn’t search to mitigate such publicity as this might prohibit the online returns from the international foreign money investments.

Credit score danger
Credit score danger is the danger that the counterparty to a monetary instrument is unable to discharge a dedication to the Firm made underneath that instrument. The Firm is uncovered to credit score danger by its holdings of mortgage inventory in investee corporations, investments in mounted curiosity securities, money deposits and debtors.

The Funding Adviser manages credit score danger in respect of mortgage notes with the same method as described underneath funding dangers above. As well as, aside from new investments, credit score danger is mitigated by registering floating expenses, protecting the total par worth of the mortgage inventory within the type of mounted and floating expenses over the property of the investee corporations. The energy of this safety in every case relies on the character of the investee firm’s enterprise and its identifiable property. The extent of safety is a key technique of managing credit score danger. Equally, the administration of credit score danger related to curiosity, dividends and different receivables is roofed inside the funding administration procedures.

Money is especially held at Royal Financial institution of Scotland plc, with a stability additionally maintained at Financial institution of Scotland plc, each of that are A-rated monetary establishments. Consequently, the Administrators contemplate that the credit score danger related to money deposits is low.

There was restricted modifications in honest worth in the course of the 12 months that may be immediately attributable to modifications in credit score danger.

As at 31 March 2022, of the mortgage inventory labeled as “late”, £911,000 pertains to the principal of mortgage notes the place, though the principal stays inside the time period, the investee firm shouldn’t be absolutely servicing the curiosity obligations underneath the mortgage observe and is in arrears. However the arrears of curiosity, the Administrators don’t contemplate that the mortgage observe itself has been impaired or the maturity of the principal has altered.

As at 31 March 2022, of the mortgage inventory labeled as “late”, £6,760,000 pertains to the principal of mortgage notes the place the principal has handed its maturity date. As on the stability sheet date, the extent to which the principal is previous its maturity date, £874,000 falls inside the banding of nil to 2 years late and £5.9 million is 2 to five years late. However this data, the Administrators don’t contemplate the mortgage notes to be impaired on the present time or that maturity dates of the principal have altered.

As at 31 March 2021, of the mortgage inventory labeled as “late”, £1,931,000 associated to the principal of mortgage notes the place, though the principal remained inside time period, the investee firm was not absolutely servicing the curiosity obligations underneath the mortgage observe and was in arrears. However the arrears of curiosity, the Administrators didn’t contemplate that the mortgage observe itself had been impaired or the maturity of the principal had altered.

As at 31 March 2021, of the mortgage inventory labeled as “late”, £7,328,000 associated to the principal of mortgage notes the place the principal had handed its maturity date. As at 31 March 2021, the extent to which the principal is previous its maturity date, £5.Zero million falls inside the banding of nil to 2 years late and £2.Three million is Three to five years late. However this data, the Administrators didn’t contemplate the mortgage notes to be impaired at 31 March 2021 or that maturity dates of the principal had altered.

Liquidity danger
Liquidity danger is the danger that the Firm encounters difficulties in assembly obligations related to its monetary liabilities. Liquidity danger may additionally come up from both the shortcoming to promote monetary devices when required at their honest values or from the shortcoming to generate money inflows as required. The Firm usually has a comparatively low degree of collectors (2022: £637,000, 2021: £543,000) and has no borrowings. Many of the quoted investments held by the Firm are thought-about to be readily realisable. The Firm at all times holds enough ranges of funds as money and readily realisable investments in an effort to meet bills and different money outflows as they come up. For these causes, the Board believes that the Firm’s publicity to liquidity danger is minimal.

The Firm’s liquidity danger is managed by the Funding Adviser according to steering agreed with the Board and is reviewed by the Board at common intervals.

5.    Associated get together transactions

Charges payable in the course of the 12 months to the Administrators and their curiosity in shares of the Firm are disclosed inside the Administrators’ Remuneration Report. There have been no quantities excellent and as a result of Administrators as at 31 March 2021 (2021: nil).

Additional associated get together transactions embody Funding Adviser and Administration charges payable to Downing LLP, Downing LLP was additionally paid promoter charges in reference to the fundraising provide that was open in the course of the interval, which totalled £276,000 for the 12 months ended 31 March 2022 (2021: £206,000).

The Firm additionally has an settlement to pay an ongoing path charge yearly to Downing LLP, in reference to funds raised underneath authentic presents for subscription out of which Downing LLP has an obligation to pay path fee to intermediaries. In the course of the 12 months to 31 March 2022, £192,000 (2021: £172,000) was paid to Downing LLP.

ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The monetary data set out on this announcement doesn’t represent the Firm’s statutory monetary statements in accordance with part 434 Corporations Act 2006 for the 12 months ended 31 March 2022 however has been extracted from the statutory monetary statements for the 12 months ended 31 March 2022 which have been permitted by the Board of Administrators on 7 July 2022 and can be delivered to the Registrar of Corporations. The Impartial Auditor’s Report on these monetary statements was unqualified and didn’t comprise any emphasis of matter nor statements underneath s 498(2) and (3) of the Corporations Act 2006.

The statutory accounts for the 12 months ended 31 March 2021 have been delivered to the Registrar of Corporations and obtained an Impartial Auditors report which was unqualified and didn’t comprise any emphasis of matter nor statements underneath s 498(2) and (3) of the Corporations Act 2006.

A replica of the total annual report and monetary statements for the 12 months ended 31 March 2022 can be printed and posted to shareholders shortly. Copies can even be accessible to the general public on the registered workplace of the Firm at St. Magnus Home, Three Decrease Thames Road, London EC3R 6HD and can be accessible for obtain from www.downing.co.uk.

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