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Annual Report 2023
Triple Point
VCT 2011 PLC
FOR THE YEAR ENDED 28 FEBRUARY 2023
2
Financial Summary
3
Key Highlights
6
Chair’s Statement
14
Company Strategy and Business Model
26
Investment Manager’s Review
36
Responsible Investing
40
Investment Portfolio Summary
42
10 Largest Investments
Portfolio company - Ryde
Company Overview
Strategic Report
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Other Information
Company Overview
Strategic Report
Portfolio company - Ryde
Portfolio company - Ably
Portfolio company - Knok
2023 Annual Report
Company Overview
Strategic Report
Governance
Financial Statements
Other Information
1
Governance
54
Board of Directors
55
Corporate Governance Report
60
Audit Committee Report
64
Directors’ Remuneration Report
70
Directors’ Report
74
Directors’ Responsibility Statement
75
Independent Auditor’s Report
Financial Statements
82
Statement of Comprehensive Income
83
Balance Sheet
84
Statement of Changes in Shareholders’
Equity
86
Statement of Cash Flows
87
Notes to the Financial Statements
Unaudited non-statutory
analysis of:
Information:
98
The A Share Fund
100
The B Share Fund
102
The Venture Share Fund
106
Shareholder Information
107
Financial Calendar
Financial Summary
Triple Point VCT 2011 plc (“the Company” or “TP11”) is a Venture Capital Trust (“VCT”). The Investment Manager is
Triple Point Investment Management LLP (“TPIM” or “Triple Point”). The Company was incorporated in July 2010.
The Strategic Report on pages
5 to 51, the Directors’ Report on
pages 70 to 73, the Corporate
Governance Report on pages 55 to
59 and the Directors’ Remuneration
Report on pages 64 to 69 have
each been drawn up in accordance
with the requirements of English
law and liability in respect thereof
is also governed by English law. In
particular, the responsibility of the
Directors for these reports is owed
solely to Triple Point VCT 2011 plc.
The Directors submit to the members
their Annual Report and Financial
Statements for the Company for
the year ended 28 February 2023
(“Annual Report”).
YEAR ENDED 28 FEBRUARY 2023
A Shares
B Shares
Venture Shares
Total
Net assets
£’000
94
69
43,654
43,817
Net asset value per share (NAV)
Pence
1.00
1.00
102.17
Profit/(Loss) before tax
£’000
(275)
2,183
(3,273)
(1,365)
Earnings/(Loss) per share
Pence
(2.83)
32.31
(8.47)
Cumulative return to Shareholders (p)
Net asset value per share
1.00
1.00
102.17
Total dividends paid/payable
115.92
99.00
9.00
Net asset value plus dividends paid/payable
(Total Return)
116.92
100.00
111.17
YEAR ENDED 28 FEBRUARY 2022
A Shares
B Shares
Venture Shares
Total
Net assets
£’000
1,291
3,903
30,031
35,225
Net asset value per share
Pence
13.25p
57.69p
113.55p
Profit/(Loss) before tax
£’000
(269)
5
5,240
4,976
Earnings/(Loss) per share
Pence
(2.71p)
0.31p
22.57p
Cumulative return to Shareholders (p)
Net asset value per share
13.25p
57.69p
113.55p
Total dividends paid
106.50p
10.00p
6.00p
Net asset value plus dividends paid (Total Return)
119.75p
67.69p
119.55p
A Ordinary Shares
(“A Shares”)
On 30 April 2015 the A Share
Class offer closed having raised
£10.3 million with a total of
9,951,133 A Shares being issued.
B Ordinary Shares
(“B Shares”)
On 29 April 2016 the B Share
Class offer closed having raised
£6.97 million with a total of
6,824,266 B Shares being issued.
Venture Fund
Venture Fund: On 29 July 2022 the fourth Venture Fund offer closed
having raised gross proceeds of £18.55 million with a total of 16,477,301
additional Venture Shares being issued. Since this offer closed, the Venture
Fund has allotted further Shares, with 51,270,715 in issue as at the date of
this report.
Triple Point VCT 2011 PLC
Company Overview
Strategic Report
Governance
Financial Statements
Other Information
2
Key Highlights
Realisation Proceeds
£9.6m
Realisations of investments and loan
repayments generated total proceeds for
the Company. (2022: £3.96m).
Fundraising
£18.3m
(Year ended 28 Feb 2022: £11.6m)
Net Asset Value per
Venture Share
102.17p
(Year ended 28 Feb 2022: 113.55p)
Dividends per Venture
Share paid during the
year ended 28 Feb 2023
3.00p
(Year ended 28 Feb 2022: 3.00p)
Total Return per
Venture Share
(Year ended 28 Feb 2022: 119.55p)
111.17p
Ongoing Charges Ratio
The ongoing charges ratio is a ratio of annualised
ongoing charges expressed as a percentage of
average net asset values throughout the year.
(2022: 2.94%)
3.21%
As at 28 February 2023
2023 Annual Report
Company Overview
Strategic Report
Governance
Financial Statements
Other Information
3
Triple Point VCT 2011 PLC
4
Triple Point VCT 2011 PLC
Strategic
Report
2023 Annual Report
5
2023 Annual Report
Chair’s
Statement
JANE OWEN, Chair
The Company’s focus going forward
is the Venture Share Class (“the
Venture Fund”) where our portfolio
has continued to grow and diversify,
with 13 new qualifying investments this
year and participation in five follow-on
funding rounds with existing portfolio
companies.
6
Triple Point VCT 2011 PLC
Company Overview
Strategic Report
Governance
Financial Statements
Other Information
\ INTRODUCTION
I am writing to present the Financial Statements for the
Company for the year ended 28 February 2023.
At the Company’s general meeting held on 9 February
2023 and the A and B Share Class Meetings held on
1 March 2023, the wind down and cancellation of the
A and B Share Classes was approved by Shareholders.
Court proceedings to wind down the A and B Share
Classes commenced on 8 March 2023, and the
cancellations were effective on 30 March 2023, and
subsequently removed from the Official List of the
Financial Conduct Authority (“FCA”) and from trading
on the London Stock Exchange (“LSE”) with effect from
13 April 2023. All funds, including nominal capital,
have now been returned to the A and B Share Class
Shareholders.
The Company’s focus going forward is the Venture Share
Class (“the Venture Fund”) where our portfolio has
continued to grow and diversify, with 13 new qualifying
investments this year and participation in five follow-on
funding rounds with existing portfolio companies. The
Venture portfolio also had its first cash exit early during
the year under review; further detail on that sale can be
found below and in the Investment Manager’s Review on
pages 26 to 35.
The Venture total return NAV (NAV per Share plus
cash dividends paid to Shareholders) has declined
by 7.0% since the end of February 2022 and by
2.5% since August 2022. The decline reflects the
tougher macroeconomic and venture funding market
environments, leading to (i) a general fall in software
company valuation multiples over the period, and (ii)
the reduction in the frequency of new equity funding
rounds by venture capital backed companies, including
for TP11’s Venture portfolio. As a consequence the fair
market values of our investments has in some cases
declined or remained static even where the company
itself has been making good progress. Despite this
year’s reduction in NAV, we remain confident in the
underlying growth of our portfolio and in our core theme
of investing in technological innovation in the business
sector. The Investment Manager’s Review on pages 26 to
35 gives a more detailed update on the portfolio of 43
investments, in 41 venture capital backed startups, and 2
small income generating businesses.
As at 28 February 2023 the Venture Fund’s assets were
63.7% invested in a portfolio of VCT Qualifying and non-
qualifying unquoted investments. This proportion has
since decreased after distributing the final dividend and
capital return to the A and B Share Class Shareholders
after the year end. The overall ratio includes money
raised over the last three years, which is excluded from
the formal test to determine VCT Qualifying investments
as a percentage of VCT total assets. At 28 February
2023, 87.7% of the Company’s assets included in
that formal test were represented by VCT Qualifying
investments.
\ BOARD CHANGES
As announced today, Chad Murrin will not be standing
for re-election at the Company’s 2023 Annual General
Meeting. On behalf of the Board, I wish Chad well and
would like to thank him for his valuable and significant
contribution to the Company over the years that he has
served on the Board.
The Board has undertaken a succession and recruitment
process and we are pleased to welcome Jamie Brooke
as Independent Non-executive Director of the Company
effective 8 June 2023. All Directors, including Jamie,
will stand for re-election at the Company’s AGM. Jamie
read mathematics at Oxford University, and qualified as
an Accountant with Deloitte. Jamie has gained over 25
years’ investment experience throughout his career. He
previously worked at 3i and Quester in the venture and
leveraged buyout divisions, and was formerly lead fund
manager for the Hanover Catalyst Fund. Prior to which
he was at Lombard Odier where as a fund manager he
specialised in strategic UK small cap equity investing,
having moved with the Volantis team from Henderson
Global, and before that, Gartmore. Jamie has held
directorships on over 20 boards, and is currently on the
Board of Kelso Group Holdings plc, Flowtech Fluidpower
plc and Chair of the Audit Committee of Chapel Down
Group plc, listed on the Aquis Stock Exchange, and
Oryx International Growth Fund.
7
Company Overview
Strategic Report
Governance
Financial Statements
Other Information
2023 Annual Report
\ UPDATE ON A SHARE
CLASS AND B SHARE CLASS
INVESTMENT REALISATIONS
On 10 October 2022, the Company successfully
completed the sale of its investments in Green
Peak Generation Limited for total consideration of
£2,274,000 and Distributed Generators Limited for total
consideration of £3,260,000, both within the B Share
Class as part of a wider portfolio sale of gas-fired energy
generation companies. This concluded the B Share Class
exit process. The final distribution of proceeds was made
to the B Share Class Holders on 10 March 2023. The
repayment of the 1 pence nominal value of B Shares was
made to B Share Class holders on 21 April 2023.
On 3 November 2022, the Company transferred
its investment in Green Highland Shenval Limited
(“Shenval”), a hydroelectric power company, from
the A Share Fund to the Venture Share Fund at a
value that reflected its most recent audited value
and other commercial factors arising subsequent to
that valuation. This concluded the A Share Class exit
process and provided the Venture Share Fund with an
income-generating VCT-qualifying investment. The final
distribution of proceeds was made to the A Share Class
Holders on 10 March 2023. The repayment of the
1 pence nominal value of A Shares was made to A Share
Class holders on 21 April 2023.
The fourth Venture Fund offer for
subscription closed on 29 July 2022
having raised £18.55 million, the largest
raise achieved to date for the Fund.
Portfolio company - Quit Genius
8
Company Overview
Strategic Report
Governance
Financial Statements
Other Information
Triple Point VCT 2011 PLC
\ VENTURE FUND
This was the fourth year for our Venture Fund. Following
the significant NAV gain achieved by the portfolio in the
previous year, this year proved more challenging, partly
as a result of some of the concerns that we had flagged
in last year’s report, such as the growing impact that
sharply rising government bond yields were having on
listed tech sector valuations.
At the start of the period in review, the focus of macro
concerns had moved from the impact of Covid-19
related lockdowns to the potential consequences of
the Russia-Ukraine invasion for risk appetite as well
as energy prices and inflation at a time when interest
rates were already beginning to rise. Whilst the direct
impact on the tech sector and our portfolio of power
price increases was limited, as expected the indirect
effect of the economic situation on skilled wage inflation
was a concern in 2022 for rapidly growing start-ups. In
addition, tightening monetary policy led to higher bond
yields which in turn led to lower valuation multiples
for stock market listed tech and growth companies as
some of the heady optimism of the 2021 tech boom
was deflated. That resulted in reduced Venture Capital
investment activity and a tighter funding market for
start-ups.
The Investment Manager worked with a number of
portfolio companies during the year, where appropriate,
to adjust business and funding plans accordingly. The
venture capital market remained active, albeit at lower
than previous levels and with greater caution exhibited
by investors. Opportunities continue to abound for seed
stage investments and the existing portfolio remains well
positioned for future growth.
Portfolio sectors that performed well overall, despite
that backdrop, included Health-tech, logistics and
innovations around human resources management,
areas where both end demand and venture capital
investor interest remained robust. One sector within the
portfolio that did not perform so well during the year
was Fintech, where, after perhaps excessive enthusiasm
by investors and entrepreneurs between 2019 and 2021,
funding became markedly more difficult to come by for
companies that were demonstrating anything less than
top tier revenue growth rates. Meanwhile, the handful
of later stage portfolio holdings – so-called Series B or
Series C stage companies – were more impacted by the
fall in listed software company valuations, regardless of
their fundamental operating performance. On a more
positive note, the Venture Fund completed its first cash
exit early in the period, as Credit Kudos Limited (“Credit
Kudos”), itself a Fintech company, was sold for an over
5x return multiple just two years after our investment had
been made.
The fourth Venture Fund offer for subscription closed on
29 July 2022 having raised £18.55 million, the largest
raise achieved to date for the Fund. The fifth offer for
subscription opened in September 2022. Over the
financial year to 28 February 2023 new funds raised for
the Venture Fund were up by 58.0% from the prior year.
The current fund raise is progressing well with a total of
£5.9 million raised in March and £3 million raised in April.
However, a comparison of new subscriptions during the
same period in 2022 reveals an overall slowing in VCT
investments when compared to the record levels seen in
the 2021-22 tax year. Nevertheless, we believe the recent
fund raising puts the Company in a strong financial
position (see Liquidity below).
The Venture Fund’s aim is to continue building a
portfolio of qualifying Investments in early-stage
companies capable of generating significant long-term
capital growth with a focus on the business-to-business
technology sector whilst enabling investors to take
advantage of the substantial tax reliefs available to
investors in VCTs, including 30% income tax relief on
amounts invested.
In line with the Venture Share Class’s key objectives, I am
pleased to announce that a further dividend of 2 pence
per Share will be paid on 4 September 2023, and the
Board expect that a further dividend will be paid later in
the financial year.
A snapshot of the new companies the Venture Fund
has invested into during the year is set out in the pages
overleaf.
9
Company Overview
Strategic Report
Governance
Financial Statements
Other Information
2023 Annual Report
Konfir Ltd
Verification platform that enables instant
employment history and prior income
checks.
£500K INVESTED
Konstructly
Workforce management and hiring
platform that connects tradesmen and
construction companies.
£300K INVESTED
Visibly Tech Ltd
Platform designed for field service
engineers and their employers to
evaluate and improve engineering skills.
£300K INVESTED
OutThink Ltd
Cybersecurity human risk management
platform, developed specifically to
identify and measure human risk and
affect behaviour change.
£1 MILLION INVESTED
PetsApp Ltd
Client communication and digital
payments solution for veterinary clinics,
enabling them to better engage with pet
owners.
£1 MILLION INVESTED
Ramp Software Ltd
Provides business to consumer
(“B2C”) companies with plug and
play automated user and revenue
forecasting.
£309K INVESTED
Biorelate Ltd
Provider of a deep tech software
platform which analyses and curates
big data from an array of published
biomedical literature for use by Pharma
and Biotech companies in the drug
discovery process.
£1 MILLION INVESTED
10
Triple Point VCT 2011 PLC
\ VENTURE FUND
Crowd Data Systems Ltd
Provider of a cloud-based treasury
management software solution built for
medium and large enterprise.
£500K INVESTED
Trumpet Software Ltd
Sales tool which enables organisations
to easily create online sales microsites or
“Pods” personalised to each customer.
£120K INVESTED
Artickl Ltd
Making data more accessible by
allowing anyone to query their
databases in plain English using GPT-3.
£400K INVESTED
National MRI Scan Ltd
Infrastructure layer to connect the global
health diagnostic imaging market.
£800K INVESTED
Airly Inc
Provides pollution monitoring devices
to governments and businesses via
a distributed network of devices that
sends pollution data to its clients in real
time for monitoring.
£987K INVESTED
AeroCloud Systems Ltd
Provider of an operations management
SaaS solution for airports worldwide.
£1.5 MILLION INVESTED
Artickl Ltd
11
2023 Annual Report
\ LIQUIDITY
The Company has sufficient liquidity, predominantly from
the Venture Fund raise, with cash and cash equivalents
totalling £18.2 million (42% of net asset value) at
28 February 2023. This means that the Company will be
able to react quickly to new investment opportunities
for the Venture Fund as they arise, particularly as
subsequent funds raised exceed the final payments to
A and B Shareholders.
\ SHARE BUY-BACKS
We continue to maintain our aim, subject to distributable
reserves and liquidity, of being willing to buy back
the Company’s Shares in the market at a price of 5%
discount to NAV.
During the year ended 28 February 2023 a total of nil
A Shares, nil B Shares and 209,706 Venture Shares were
repurchased by the Company for cancellation at a price
of a 5% discount to NAV. The average price paid for the
buy-back of Shares were as follows:
Date
Number of
Shares
Share
Class
Average
Price per
Share
18 August 2022
17,665
Venture
104.2p
18 November 2022
192,041
Venture
99.74p
These transactions represent 0.49% of the opening
issued Share capital of the Company.
\ VCT QUALIFYING STATUS
The Company has maintained its approved venture
capital trust status with HM Revenue & Customs.
The Company’s compliance with the VCT-qualifying
conditions is closely monitored by the Board, who
receive regular reports from the Investment Manager
and a report annually from our VCT tax compliance
advisers, Philip Hare & Associates LLP.
\ VCT LEGISLATION AND
REGULATION
Following continuous dialogue with HMRC the VCT
industry benefits from greater clarification around the
operation of the new VCT rules introduced in 2015. As a
result, the majority of investments are now made on the
basis of self-assuring their qualifying status, subject to
the receipt of professional advice from our Tax Advisers.
We will continue to work closely with the Investment
Manager to ensure the Company remains compliant with
the scheme rules.
\ POST YEAR END UPDATE
Following the year-end, the Company has allotted a
further 8,550,469 Shares into the Venture Fund. Shares
were issued on 20 March, 4 April, 5 April 2023 and
24 April 2023; these further allotments raised additional
net proceeds of £9 million for the Company. The
offer will remain open until 28 July 2023, unless fully
subscribed at an earlier date.
The Venture Share Class has seen the completion
of three additional investments post year-end. The
first was a £1.5 million convertible loan note (“CLN”)
investment into Modo Energy Ltd, which has software
serving businesses that are at the forefront of the energy
transition, the second was a £500k follow-on investment
into National MRI Scan Ltd and the third was a £182k
investment in Virtual Science AI Ltd. The latter two
companies both operate in the Health-tech sector.
Following the period end, interim dividends were paid
to the A Shareholders and B Shareholders in respect
of asset sales from their portfolios and a final return of
capital of 1 pence per Share for the A and B Share Class
was paid to Shareholders on 21 April 2023 following the
wind down and cancellation of the A and B Share Class.
This concludes the return of capital to the A and B Share
Class Shareholders.
12
Company Overview
Strategic Report
Governance
Financial Statements
Other Information
Triple Point VCT 2011 PLC
\ OUTLOOK
The Board will continue to consider dividends for Venture
Shareholders, subject to realised profits, legislative
requirements and liquidity. I am delighted to announce
that a further dividend of 2 pence per Share will be paid
on 4 September 2023 to Venture Shareholders, and the
Board expect that a further dividend will be paid later in
the financial year.
As I noted above, macroeconomic factors and notably
higher interest rates have had some indirect effect on
the portfolio. As those higher interest rates take effect
more broadly, there are a number of forecasters who
still expect a recession in the coming months in both
the UK and the USA, despite economies having been
more resilient than expected six-to-nine months ago.
We expect the majority of our portfolio companies to
be able to thrive in such an environment, where cost-
effective software solutions are likely still to be to the fore
and where the wage costs for the skilled labour that our
companies require may ease. The Investment Manager
continues to monitor portfolio developments carefully,
particularly with regard to investee liquidity, given the
current uncertainties (see Investment Manager’s Review
on pages 26 to 35).
We believe that the Company’s existing portfolio remains
well positioned for future growth and that the recent
fundraise leaves the Venture Share class in a strong
position to support not only the best of our existing
portfolio, but also new opportunities as they arise. As we
noted above, the Company has completed investments
into a number of promising new portfolio businesses
of late and the Investment Manager reports that their
investment origination work continues to uncover
compelling founders and innovations.
In a positive development for the long-term future of the
Company, the Chancellor’s Autumn Statement of 2022
confirmed the Government’s intention for EIS and VCT
tax relief to continue beyond 2025 (when the current EIS/
VCT “Sunset Clause” is due to expire).
At the Company’s Annual General Meeting to be held
on 19 July 2023, a resolution will be put to Shareholders
proposing to change the Company’s name to Triple Point
Venture VCT Plc.
If you have any questions about your investment, please
do not hesitate to contact the Investment Manager,
Triple Point, on 020 7201 8990. I would like to take this
opportunity to thank Shareholders and the Investment
Manager for their continued support and I look forward
to welcoming further Shareholders during the months
ahead.
Jane Owen
Chair
7 June 2023
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The Directors assess the Company’s success in meeting
its objectives in relation to returns, stability, VCT
qualification and realised exits.
\ INVESTMENT POLICY
INVESTMENT OBJECTIVES
The Company’s Investment Policy is directed towards
new investments in businesses which either: (i) have
the potential for high growth, or (ii) are cashflow
generative businesses with a high-quality customer
base. All investments must provide the potential for a
strong, positive, risk-adjusted return to investors. All
investments will be made with the intention of growing
and developing the revenues and profitability of the
target businesses.
The Company focuses on providing funding to unquoted
companies at an early stage in their lifecycle to help
them grow and scale. The Venture Fund will typically
make initial investments of between £50,000 and £2
million and may make further follow-on investments into
existing portfolio companies. The intention is to build
a portfolio of predominantly unquoted companies with
significant growth potential across a diversified range of
sectors.
The Company will not vary these objectives to any
material extent without the approval of the Shareholders.
TARGET ASSET ALLOCATION
The Company aims to invest most of its capital fully in
VCT-Qualifying Investments. The long-term investment
profile of the Company is expected to be:
•
at least 80% in VCT-Qualifying Investments, with
a focus on unquoted companies with high growth
potential for the Venture Fund; and
•
a maximum of 20% in permitted Non-Qualifying
Investments, cash or cash-based similar liquid
investments.
QUALIFYING INVESTMENTS
Investment decisions made must adhere to HMRC’s
VCT qualification rules. In considering a prospective
investment in a company, particular regard is given to:
•
the track record, expertise and ability of the
management team with clear commercial and
financial objectives;
•
a significant, often global, total addressable market
for the product or service;
•
the ability of the company to create and sustain a
competitive advantage;
•
the quality of the company’s assets, in particular
where appropriate, the ownership and effective use of
proprietary technology and/or an innovative product;
•
the high likelihood of a transformational corporate
contract and established market fit and then the
opportunity to develop regular, repeated income
from new clients, leading to growth and long-term
profitability;
Company Strategy
and Business Model
The Strategic Report has been prepared in accordance with the requirements of
Section 414c of the Companies Act 2006. Its purpose is to inform the members
of the Company and help them to assess how the Directors have performed their
duty to promote the success of the Company in accordance with Section 172 of the
Companies Act 2006.
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•
a high level of access to regular financial and other
information during the holding period;
•
an attractive valuation at the time of the investment;
•
the long-term prospect of being sold or listed in the
future at a significant multiple of the initial investment
value; and
•
no more than 10% of the NAV of the Company will
be invested in companies which are not revenue-
generating (at the point of investment) or where there
is no expectation of revenues being generated in the
near future.
As the value of investments increase, Triple Point will
monitor opportunities for the Company to realise
capital gains to enable the Company to make tax-free
distributions to Shareholders.
NON-QUALIFYING INVESTMENTS
The Non-Qualifying Investments will be managed with
the intention of generating a positive return. The Non-
Qualifying Investments will comprise from time to time
a variety of assets including (a) short-term deposits of
money, Shares or units in alternative investment funds
(which have the meaning given by regulation 3 of the
Alternative Investment Fund Managers Regulations
2013) or in undertakings for the collective investment in
transferable securities (which have the meaning given
by Section 363A(4) of the Taxation (International and
Other Provisions) Act 2010), which may be repurchased,
redeemed, or paid out on no more than seven days’
notice; and (b) ordinary Shares or securities in a company
which are acquired on a regulated market (defined in
Section S274(4) ITA 2007).
BORROWING POWERS
Any borrowing by the Company for the purposes of
making investments will be in accordance with the
Company’s articles of association. To the extent that
borrowing is required, the Directors will restrict the
borrowings of the Company and exercise all voting
and other rights or powers of control over its subsidiary
undertakings (if any) to ensure that the aggregate
amount of money borrowed by the Company, being the
Company and any subsidiary undertakings for the time
being (excluding intra-Company borrowings), will not,
without Shareholder approval, exceed 30% of its NAV at
the time of any borrowing.
RISK DIVERSIFICATION
The Company aims to invest in a number of different
businesses within a variety of industry sectors but may
focus investments in a single sector where appropriate
to do so. No single investment by the Company will
represent more than 15% of the aggregate NAV of the
Company at the time the investment is made.
\ VALUATION POLICY
All unquoted investments are valued in accordance
with International Private Equity & Venture Capital
(IPEV) or similar guidelines. A brief summary of the
IPEV guidelines as it applies to TP11’s investments is as
follows:
•
investments should be reported at fair value where
this can be reliably determined by the Board on the
recommendation of the Investment Manager;
•
in estimating fair value for an investment, the valuation
methodology applied should be the most appropriate
for a particular investment. Such methodologies,
including the price of the recent investment,
earnings multiples, net assets, discounted cash flows
or earnings and industry valuation benchmarks,
should be applied consistently. The price of recent
transactions should not be assumed and should be
calibrated against a scorecard or other appropriate
measures;
•
where the valuation is based on the price of a
recent investment this may be adjusted to reflect
subsequent business performance and variations from
expectations at the time of investment.
\ CO-INVESTMENT POLICY
The Company may invest alongside other funds or
entities managed or advised by the Investment Manager
which would help the Company to broaden its range of
investments or the scale of opportunities more than if it
were investing on its own.
It is possible that conflicts may arise in these
circumstances between different funds or between the
Company and the Investment Manager. The Investment
Manager maintains robust conflict of interest procedures
to manage potential conflicts and issues are resolved
at the discretion of the independent board of the
Company.
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\ DIVIDEND POLICY
The Company will distribute by way of dividend, where
there are sufficient applicable reserves, such amount
as ensures that it retains not more than 15% of its
income from Shares and securities. The Directors aim
to maximise tax-free distributions to Shareholders
of income or realised gains. It is envisaged that the
Company will distribute most of its net income each year
by way of dividend, subject to liquidity.
The Company intends to distribute regular dividends
of up to 5 pence per Share per annum. The Company’s
ability to pay dividends is subject to the existence
of realised profits, legislative requirements, and the
available cash reserves.
\ SHARE BUY-BACK POLICY
TP11 aims, but is not committed, to offer liquidity to
Shareholders through on-going buy-backs, subject to the
availability of distributable reserves, at a target price of a
5% discount to net asset value.
\ SHARE REALISATION POLICY
After an anticipated holding period of between five and
seven years, which may include follow-on investments
into investee companies as appropriate, Triple Point
intends to identify opportunities to exit investments.
Exits will typically be realised through trade sales to
businesses, acquisitions by private equity funds, or
selling shareholdings to later stage venture and growth
capital funds during the course of further investee
company fundraising activity. Sales during the course
of further investee company fundraising activity may
include investee companies buying back Shares at
a price reflecting the valuation at that stage. The
proceeds of any realisation will be used to identify
further investment opportunities and to pay dividends to
investors.
\ KEY PERFORMANCE
INDICATORS (“KPIs”)
As a VCT, the Company’s objectives are to provide
Shareholders with up front tax relief, an attractive
income and returns through capital appreciation and the
payment of dividends. The Company aims to meet these
criteria by investing its funds in line with the Company’s
investment policy, more detail of which can be found on
pages 14 to 15.
The Board expects the Investment Manager to deliver
a performance which meets the objectives of providing
investors with an attractive income and capital return.
The Board has identified four primary KPIs, which are
Net Asset Value per share, total return, earnings per
Share and ongoing charges ratio, that it uses in its own
assessment of the Company’s performance, set out
below.
These are intended to provide Shareholders with
sufficient information to assess how the Company
has performed against its objectives in the year to
28 February 2023, and over the longer term, through the
application of its investment and other principal policies.
TOTAL RETURN
NAV plus dividends paid is a measure of Shareholder
value that includes the current NAV plus cumulative
dividends paid to Shareholders to date. The charts
show how the Total Return of the Venture Share Class
has developed since launch. Total Return is deemed an
alternative performance measure.
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Decrease in Net Asset Value
“NAV”
The NAV per Venture Share has
decreased from
113.55 pence per Share at
28 February 2022 to 102.17
pence per Share at
 
28 February 2023. During
the period a 3.0 pence per
Share dividend was paid to
Venture Shareholders on 5
September 2022. After making
an adjustment for dividends
paid during the year the
Ventures Share’s total return has
decreased by 7.0%.
The decrease in NAV is
attributable to a reduction in
the overall value of portfolio
holdings from provisions
being made and in one case
a loss being realised. These
elements outweighed the
uplifts in valuations for other
portfolio companies during the
review period which was one
of reduced activity in venture
capital markets.
As discussed further in the
Investment Manager’s Review,
(see pages 26 to 35 ) valuation
provisions made in some cases
simply reflected a fall in the
valuation multiples considered
fair for portfolio companies and
in other cases reflected signs of
commercial underperformance
at some businesses.
The final returns for the A and
B share classes were 116.92p
and 100.00p respectively.
TOTAL RETURN VENTURE SHARE CLASS
Venture Shares
Cumulative dividends
93.26
113.55
102.17
3.00
6.00
9.00
80.00
85.00
90.00
95.00
100.00
105.00
110.00
115.00
120.00
125.00
28/02/2021
28/02/2022
28/02/2023
\ VENTURE FUND
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TOTAL DIVIDENDS PAID/PAYABLE
A Shares
B Shares
Venture
Shares
Total Dividends Paid/
Payable (pence)
115.92
99.00
9.00
From the inception of the Share Classes up until
28 February 2023, the A Share Class had disbursed
dividends amounting to 106.50 pence, whereas the
B Share Class and the Venture Fund had disbursed
dividends of 20.00 pence and 9.00 pence, respectively.
Following the year end the Company paid final dividends
of 9.42p and 79.00p and the final return of capital of
1 pence per Share to the A and B Shareholders and
these Shares have now been cancelled.
EARNINGS PER SHARE
The A Share Class returned a loss per share of 2.83p
due to the hydro asset disposal prior to exit, whereas
the B Share Class reported a profit of 32.31p per share
as a result of the successful disposal of the gas peaking
assets.
The Venture Share Class made a loss of 8.47p per share
due to more challenging market conditions.
ONGOING CHARGES RATIO
The ongoing charges ratio is a ratio of annualised
ongoing charges expressed as a percentage of the
average net asset value throughout the period. The
annual running costs of the Company are capped
at 3.5% of the Company’s NAV, above which, the
Investment Manager will bear any excess costs.
The ongoing charges of the Company for the financial
year under review represented 3.21% (2022: 2.94%) of
the average net assets. As the B share class reached a
total return of 100p, a portion of the previously waived
management fees became chargeable to the investment
manager during the financial year. This is excluded from
the ongoing charges ratio for this year as it relates to
prior periods.
COMPLIANCE WITH VCT LEGISLATION
By making an investment in a Venture Capital Trust,
Shareholders become eligible for several tax benefits
under VCT tax legislation. This is, however, contingent
on the Company complying with VCT tax legislation.
The Board can confirm that throughout the year ended
28 February 2023, the Company continued to meet
these tests.
To achieve compliance, the Company must meet a
number of tests set by HMRC. A summary of these steps
is set out on page 72 under “VCT Regulation”.
TAX BENEFITS
The Company’s objective is to provide Shareholders with
an attractive income and capital return by investing its
funds in a broad spread of unlisted UK companies which
meet the relevant criteria for investment by Venture
Capital Trusts.
Investing in a VCT brings the benefit of tax-free
dividends, as well as up-front income tax relief. The
Company continues to meet the VCT qualification
requirements which are continuously monitored by the
Investment Manager and reviewed by the Directors.
Investment classification by asset value and sector value
are shown on the following pages:
Portfolio company - Ryde
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VCT Qualifying
Investments
VCT non-qualifying
unquoted investments
Cash and cash equivalents
73%
1%
26%
Middleware
EdTech
Fintech
Other – (Saas)
Other – (Non-Saas)
Health
Cybersecurity
HR
Logistics
3%
3%
24%
7%
12%
17%
21%
5%
8%
Investment Portfolio
Investment by Sector
** Please note that the percentage of qualifying investments in the above graphs are not representative of the
Company as a whole. Under current VCT regulations the Company has three years before undeployed cash counts
towards the qualifying status of the Company. Undeployed cash is therefore not taken into account in determining
the Current Qualifying status percentage of the Company, which at the year-end was above 80%.
\ VENTURE FUND
\ VCT REGULATION
VCTs were first introduced in the Finance Act 1995
to provide a means for private individuals to invest in
unquoted companies in the UK. The Finance Act 2004
introduced changes to VCT legislation designed to
make VCTs more attractive to investors. The current tax
benefits available to eligible investors in VCTs include:
•
up-front income tax relief of 30% on a maximum
investment of £200,000 per tax year on newly issued
Shares;
•
exemption from income tax on dividends received;
and
•
exemption from capital gains tax on disposals of
Shares in VCTs.
Since the Finance Act 2004, the VCT rules have
subsequently been amended under the Finance Act
2014 and The Finance (No 2) Act 2015. The Investment
Manager, utilising advice from Philip Hare & Associates
LLP, ensures continued compliance with any legislative
changes. The Company will continue to ensure its
compliance with the qualification requirements.
The Company has been approved as a VCT by Her
Majesty’s Revenue and Customs. To maintain this
approval, the Company must comply with certain
requirements on a continuing basis. The current limits
require that within three years from the effective date
of provisional approval or later allotment at least 80%
of the Company’s investments must comprise qualifying
holdings. In all cases 70% of these investments must be
in eligible Ordinary Shares and this investment criterion
continues to be met.
\ FCA REGULATION
On 22 July 2014 Triple Point VCT 2011 plc registered
with the Financial Conduct Authority as a small
Alternative Investment Fund Manager (“AIFM”) under
the AIFM Directive.
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\ PRINCIPAL RISKS AND
UNCERTAINTIES AND EMERGING
RISKS
The Directors seek to mitigate the Company’s principal
risks by regularly reviewing performance and monitoring
progress and compliance. In the mitigation and
management of these risks, the Directors carry out a
robust assessment of the Company’s emerging and
principal risks, including those that would threaten its
business model, future performance, solvency or liquidity
and reputation.
The main areas of risk identified by them, along with
the risks to which the Company is exposed through its
operational and investing activities, are detailed below.
The Board maintains a comprehensive risk register which
sets out the risks affecting both the Company and the
investee companies in which it is invested. The risk
register is updated at least twice a year and reviewed
by the Audit Committee to ensure that procedures are
in place to identify principal risks and to mitigate and
minimise the impact of those risks should they crystallise.
The risk register also identifies emerging risks to
determine whether any actions are required. This
enables the Board to carry out a robust assessment of
the risks facing the Company, including those risks that
would threaten its business model, future performance,
solvency or liquidity. As it is not possible to eliminate
risks completely, the purpose of the Company’s risk
management policies and procedures is to identify and
manage risks, reducing possible adverse impacts.
Details of the Company’s internal controls are contained
in the Corporate Governance section on pages 54 to 79
and further information on exposure to risks including
those associated with financial instruments is given in
note 17 of the financial statements.
VCT QUALIFYING STATUS RISK
The Company is always required to observe the
conditions laid down in the Income Tax Act 2007
for the maintenance of approved VCT status. The
loss of such approval could lead to the Company
losing its exemption from corporation tax on capital
gains, to investors being liable to pay income tax on
dividends received from the Company and, in certain
circumstances, to investors being required to repay the
initial income tax relief on their investment.
Mitigation:
The Investment Manager keeps the
Company’s VCT-qualifying status under continual review
and reports to the Board at Board Meetings. Philip Hare
& Associates LLP undertake an independent annual
review on the VCT status. Any new Venture investments
are reviewed by legal advisers, and their opinion sought
on whether the investment meets the criteria to be a
qualifying investment.
INVESTMENT RISK
The Company’s VCT-qualifying investments will be held
in small and medium-sized unquoted investments which,
by their nature, entail a higher level of risk and lower
liquidity than investments in large, quoted companies,
impacting both returns and timings.
Mitigation:
The Directors and Investment Manager
aim to limit the risk attached to the portfolio by careful
selection and timely realisation of investments, by
carrying out due diligence procedures appropriate to
the size of each investment and by maintaining a spread
of holdings in terms of industry. The Board reviews
the investment portfolio with the Investment Manager
on a regular basis. Where possible, a member of the
Investment Manager team either holds a seat on the
board of the portfolio companies or has the right to
act as a Board Observer. This enables the Investment
Manager to observe developments at the portfolio
company and offer assistance when and where this may
be required. The Venture Fund aims to mitigate some
of the risks typically associated with venture capital
investing by proactively working with businesses with
the potential for high growth that are typically actively
solving problems for established corporates, increasing
their chances of success, as set out in further detail on
pages 26 to 35.
FINANCIAL RISK
As a VCT, the Company is exposed to market price risk,
interest rate risk, credit risk, foreign currency risk and
liquidity risk, as most of the Company’s investments
will involve a medium to long-term commitment and
will be relatively illiquid, the Directors consider that it is
inappropriate to finance the Company’s activities through
borrowing, other than for short-term liquidity.
Mitigation:
The key elements of financial risk are
discussed in more detail in note 17. At the reporting
date, the Company had no borrowings and substantial
cash on the balance sheet.
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FAILURE OF INTERNAL CONTROLS RISK
Controls designed to ensure that the Company’s assets
are safeguarded and that proper accounting records are
maintained.
Mitigation:
The Board regularly reviews the system
of internal controls, both financial and non-financial,
operated by the Company.
/ EMERGING RISKS
CLIMATE CHANGE AND RELATED
LEGISLATION
Triple Point as Investment Manager is committed to
sound management of climate risk and opportunity,
to ensure the long-term protection of asset value
through reduction of exposure to the risk and also to
contribute to essential carbon reduction requirements.
The Investment Manager is in the process of setting Net
Zero targets across its entire portfolio, which will cover
the Company’s assets. The intention is to follow the most
up to date guidance from the Science Based Targets
Initiative (“SBTi”), which at the time of publication will
result in a short-term emissions reduction target up to
2030. Additional longer-term targets will be set following
the release of the relevant guidance, or prior if perceived
possible.
If a change in Government renewable energy policy were
applied retrospectively to current operating projects this
could adversely impact the market price for Shenval or
the value of the green benefits earned from generating
renewable energy. Further, performance of the remaining
Shenval assets may be adversely affected by lower or
more concentrated rainfall in Scotland. Nevertheless,
Shenval continues to perform in line with expectations,
and performance will continue to be monitored closely.
Climate Change or related legislation is considered
unlikely to have a major near-term impact on the Venture
Share Class, as the vast majority of the portfolio is made
up of a diversified range of software-based businesses.
Each prospective new company holding is considered
with regard to how it may be impacted by climate
change and how this could in turn affect future growth.
RUSSIA-UKRAINE INVASION
The Russia-Ukraine invasion in February 2022 has
resulted in wider macroeconomic consequences and
uncertainty which the Company is monitoring closely
to evaluate the impact on both the Company and the
investee companies. Inflation, rising interest rates, slow
growth and a possible recession could impact investee
companies’ performance and valuation metrics, ability
to raise new funds (and the valuation of such raises), and
ability to grow e.g. due to the cost of specialist staff,
staff turnover and supply chain impacts, as well as the
availability of sufficient new capital to meet objectives.
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ECONOMIC CONDITIONS
A further deterioration in macroeconomic conditions,
such as a severe recession or stagnant inflation
(“stagflation”), could have both a direct and indirect
impact on existing portfolio companies, particularly in
the event that investor risk appetite declines, as this
would make it harder to secure new venture funds or
other capital, which is often necessary for their continued
long-term operations. In addition to macroeconomic risk,
any sustained deterioration of trust, liquidity or capital
in the banking sector could have a material impact on
existing portfolio companies given their reliance on
existing cash reserves to fund regular outgoings. The
Investment Manager continues to closely monitor the
cash position of portfolio companies.
\ GOING CONCERN
The Company’s business activities, together with
the factors likely to affect its future development,
performance and position, are set out in the Investment
Manager’s Review. The Company faces a number of risks
and uncertainties, as set out above.
The Company’s going concern position is also discussed
in note 2 to the financial statements. The Directors
have a reasonable expectation that the Company has
adequate resources to continue in operational existence
for the next five years. Accordingly, they continue to
adopt the going concern basis in preparing the financial
statements.
The Financial Risk Management objectives and policies
of the Company, including exposure to price risk, interest
rate risk, credit risk and liquidity risk are discussed in note
17 to the financial statements.
The Company continues to meet day-to-day liquidity
needs through its cash resources and income from its
investment portfolio and cash and cash equivalents. The
Company’s revenue comes predominantly from interest
earned on its cash and liquid resources and from the
Venture Share Class investments in Shenval and Modern
Power Generation (“MPG”), a small lending business.
The Company also continues to raise funds into the
Venture Share Class, and at the reporting date the
Company had cash of £18.2 million (2022: £6.2 million)
and net current assets of £11.8 million (2022: £5.24
million). A further £9 million has been raised since the
reporting date, which exceeds the £6.4 million combined
final payments to A and B shareholders
This cash is
more than sufficient to enable the Company to continue
as a going concern for the foreseeable future.
The major cash outflows of the Company continue to
be the payment of dividends to Shareholders, costs
relating to the funding of investments and management
fees due to the Investment Manager. Dividends and new
investments are discretionary and, in a time of stress the
Investment Manager may allow the Company to defer
payment of management fees.
The Directors have reviewed cash flow projections which
show the Company has sufficient financial resources to
meet its obligations for at least 12 months from the date
of this report. Accordingly, the Directors continue to
adopt the going concern basis in preparing the financial
statements.
\ VIABILITY STATEMENT
The AIC’s Code of Corporate Governance requires
the Board to assess the Company’s viability over an
appropriate period longer than 12 months required by
the Going Concern provision.
The Board conducted this review for a period of five
years, which was considered to be an appropriate time
horizon as investors in VCTs are required to hold their
investment for a period of five years in order to benefit
from the associated tax reliefs, and a longer period
would be less meaningful.
In order to assess this requirement, the Board regularly
considers the Company’s strategy and considers the
Company’s current position. The Board has carried out
a robust assessment of the principal and emerging risks,
including those that would threaten the Company’s
business model, future performance, solvency or liquidity
and reputation. Consideration has also been given to the
Company’s reliance on, and close working relationship
with, the Investment Manager. This has enabled
the Directors to state that they have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the
period of their assessment.
More information on the principal risks of the Company
is set out on pages 20 to 22.
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The Board has considered both the Company’s long-
term and short-term cash flow projections and considers
these to be realistic and reasonable.
To provide this assessment the Board has considered
the Company’s financial position and ability to meet its
expenses as they fall due as well as considering longer-
term viability. Factors taken into account include:
•
the expenses of the Company are predictable and
modest in comparison with the assets and there are
no capital commitments foreseen which would alter
that position;
•
the Company has no employees, only Non-
Executive Directors, and consequently does not have
redundancy or other employment related liabilities or
responsibilities;
•
most of the Company’s investments will involve
a medium to long-term commitment and will be
relatively illiquid but the Board reduces the risk as a
whole by careful selection and timely realisation of
investments;
•
the Directors will continue to monitor closely changes
in the VCT legislation and adapt to any changes
to ensure the Company maintains approval. The
Directors have appointed an independent adviser to
undertake the VCT status monitoring role; and
•
the Directors have considered the ongoing and future
effects such as the Russia-Ukraine invasion on the
Company and its longer term viability. More detail on
this is included in the Principal Risks and Uncertainties
section on pages 20 to 22.
Based on the results of this review, the Directors have
a reasonable expectation that the Company will be
able to continue its operations and meet its expenses
and liabilities as they fall due over the period of their
assessment.
\ SECTION 172(1)
STATEMENT
The following disclosure describes how the
Directors have had regard to the matters set
out in Section 172(1)(a) to (f) when performing
their duty under Section 172 and forms the
directors’ statement required under Section
414CZA of the Act.
This section describes how the Board engages
with its key stakeholders, and how it considers
their interests when making its decisions.
Further, it demonstrates how the Board takes
into consideration the long term impact of
its decisions, and its desire to maintain a
reputation for high standards of business
conduct.
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2023 Annual Report
STAKEHOLDER
IMPORTANCE
BOARD ENGAGEMENT
Shareholders
Continued Shareholder support is critical
to the sustainability of the Company and
the delivery of its strategy.
The Board is committed to maintaining open channels of communication with
Shareholders.
Formal updates are provided to Shareholders on a quarterly basis or as part of the
Annual or Interim Reports, and the Board and the Investment Manager will also
respond to any written queries made by Shareholders during the course of the year.
The Chair provides feedback to the Board and is responsible for providing a clear
understanding of the views of Shareholders to the Board. The Board recognises the
importance of providing strong financial returns to Shareholders and the eligible tax
benefits under VCT tax legislation and takes this into consideration when making
investments into and from investee companies, approving offers for subscription and
declaring dividends.
The Board continues to engage with Shareholders through its Annual and Interim
Reports, RNS communications, and encourages Shareholders to attend AGMs where
possible.
The Board further engaged with Shareholders to understand their views on particular
items that impact the Company’s strategy. During the period, class meetings were
held to seek approval from the A and B Share Class holders for the wind down and
cancellation of the Company’s A and B Share classes. This was approved and the
cancellation of the Share Classes was effective on 30 March 2023.
Investment
Manager
The Investment Manager’s performance
is critical to the Company to enable it to
successfully deliver its investment strategy
and meet its long-term investment
objectives of capital growth and tax-free
dividends.
The Board has delegated the authority for the day-to-day running of the Company
to the Investment Manager. The Board then engages with the Investment Manager
in reviewing, setting, approving and overseeing the execution of the Investment
Policy and strategy of the Company.
The Investment Manager attends both Board and other committee meetings to
update the Board on the performance of the Company and its portfolio. At each
quarterly Board meeting, a review of financial and operating performance of
the Company and its investments is undertaken, including a review of legal and
regulatory compliance.
The Board also reviews other areas including the Company’s strategy; key risks;
corporate responsibility; compliance and legal matters.
Investee
companies
The Company via its Investment
Manager has important relationships
with individuals responsible for the
maintenance and performance of its
investee companies.
We maintain regular contact with Venture portfolio companies, and where
appropriate, sit on the Board of the portfolio companies, and receive regular
performance reports.
External
Service
Providers
To function as a VCT with a premium
listing on the London Stock Exchange,
the Company relies on external service
providers for support in meeting all
relevant obligations.
These service providers are fundamental
to ensuring that the Company meets the
high standards of conduct that the Board
sets.
The Company has a number of service providers which include the Investment
Manager and Company Secretary, Registrar, Legal Advisers, VCT Compliance
Adviser and the Auditor.
The Board has regular contact with the two main service providers, the Investment
Manager and the Company Secretary, through quarterly Board meetings and more
regular discussions with the Board.
\ STAKEHOLDER ENGAGEMENT
This section describes how the Board engages with its key stakeholders, how it considers their interests and the
outcome of the engagement when making its decisions, the likely consequences of any decision in the long term,
and further ensures that it maintains a reputation for high standards of business conduct.
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STAKEHOLDER
IMPORTANCE
BOARD ENGAGEMENT
Community
The Directors recognise that the long-
term success of the Company is linked
to the success of the communities in
which the Company, and its investee
companies, operate.
The Board encourages the responsible investment ethos of the Investment Manager.
The Board is cognisant of the impact of the Company’s operations and of the
companies in which it invests and believes that its investment activities have many
positive benefits beyond the returns delivered for Shareholders.
Regulators
The Company can only operate with the
approval of its regulators.
The Company engages an external adviser to report on its compliance with the VCT
rules.
\ PRINCIPAL DECISIONS
Below are the principal decisions made or approved by
the Directors during the year. In taking these decisions,
the Directors considered their duties under Section 172
of the Act. Principal decisions have been defined as
those that have a material impact to the Company and
its key stakeholders, as defined above.
GAS FIRED ENERGY ASSET SALE AND
SUBSEQUENT CANCELLATION OF SHARE
CLASSES
During the year, the Company successfully completed
the sale of its investments in Green Peak Generation
Limited for total consideration of £2,274,000 and
Distributed Generators Limited for total consideration
of £3,260,000 both within the B Share Class as part of
a wider portfolio sale of gas-fired energy generation
companies. This concluded the B Share Class exit
project. Following the sale, the A and B Share Classes
have been wound down and cancelled, as approved by
Shareholders at a General Meeting held on 9 February
2023 and Class Meetings held on 1 March 2023. The
cancellation of the Share Classes was effective on
30 March 2023.
DIVIDENDS AND RETURN OF NOMINAL
CAPITAL TO A AND B SHARE CLASS
SHAREHOLDERS
During the year, the Company distributed a dividend of
10.00 pence per share to the B Share Class holders and
a dividend of 3.00 pence per share to the Venture Share
Class holders. Following the Gas Fired Energy Asset
Sale, B Share Class holders received a dividend of 79
pence per share, while A Share Class holders received a
dividend of 9.42 pence per share on 10 March 2023.
INVESTMENTS
During the year, the Company made 13 new qualifying
Venture Fund investments and five follow-on investments
into existing portfolio companies. The Directors
considered that each investment could generate
significant long-term capital growth for Shareholders,
whilst enabling investors to take advantage of the
substantial tax reliefs available to investors in VCTs.
When approving the proposed acquisitions, the Board
considered the exit potential and valuation of the
investee companies in addition to considering whether
there were any particular societal impacts from each
investment.
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Investment
Manager’s Review
The unquoted investment portfolio can be analysed as follows:
Industry Sector
EdTech
Fintech
Middleware
Health
HR
Logistics
Cybersecurity
Other – (SaaS)
Other – (Non-SaaS)
Total Unquoted
Investments
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Investments at 28 February 2023
Venture Class
1,074
7,593
3,953
6,579
2,688
2,288
1,650
5,283
871
31,979
Unquoted
Investments %
3%
24%
12%
21%
8%
7%
5%
17%
3%
100.00%
/ SECTOR ANALYSIS
Triple Point’s Venture team
continued to make good
progress in deploying the
Fund’s liquidity during the year.
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IAN MCLENNAN, Partner Triple Point Investment Management LLP
\ INTRODUCTION
We have pleasure in presenting our annual review for
the year ended 28 February 2023.
Regarding the older Share Classes we have, as
described below, successfully concluded the wind down
and cancellation of the A and B Share Classes.
The year under review was the fourth for the Venture
Share Class. Despite the macroeconomic impact of the
Russia-Ukraine invasion, Triple Point’s Venture team
continued to make good progress in deploying the
Fund’s liquidity during the year; the team completed
13 new qualifying investments plus five follow-on
investments into a diverse range of sectors spanning
Cyber Security, Digital Health, Airport operations,
Logistics and HR-Tech. The Venture portfolio also saw
its first cash exit during the year under review and its
first failure. As at the end of February 2023, the portfolio
consists of 43 qualifying companies.
The net cash distributed to Shareholders for the year
was £1.66 million. The Company allotted an additional
£12.46 million under the latest Venture Fund offer
for subscription, meaning that the Company and the
Venture Fund remain well capitalised to take advantage
of new and follow-on investment opportunities.
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\ VENTURE FUND
STRATEGY
The Fund looks to maximise Shareholder returns by
investing in innovative early-stage businesses, typically
at the point where they have achieved some market
validation, with one or more contracts secured with
a corporate customer. The core investment focus for
the Fund has thus been Seed and Series A stage,
investing in business-to-business software companies.
This typically involves companies that have established
that there is demand for the core product with their
initial customer base and that are raising funds to drive
product and sales development that will take revenues
to the next level.
NET ASSET VALUE AND THE FUNDING
ENVIRONMENT
The Fund’s NAV per Share declined to 102.17 pence
from 113.55 at the end of last year representing a 10%
reduction. The total return for the Venture Fund (NAV
and dividends paid to date) is 111.17 pence per Share
taking into account the 9 pence per Share of dividends
that have been paid to date. Last September’s 3 pence
per Share dividend payment was the third dividend
for the Share Class, fulfilling intentions set out in our
investor communications.
The decline in NAV per share, especially when compared
to last year’s increase, other than the 3 pence per Share
dividend paid during the year, reflects the tougher
macro and funding market environment; specifically,
software company valuation multiples declined globally
as a result of the crash in tech stock valuations in the
US during the period. While this principally affected
listed stocks, larger private tech companies also felt the
brunt in terms of valuations at which they were able to
raise subsequent rounds of funding. Whilst earlier stage
tech companies of the type in which the Venture Fund
invests did not suffer a fall in value of the same size,
there was some impact on the portfolio, notably on the
(relatively few) later stage holdings, such as Degreed
and
Quit Genius
, where their valuations were reduced.
At the same time, the yardstick for success sought
after by Venture Capital investors (VCs) changed from
growth for growth’s sake to more emphasis on capital
efficiency, clear visibility on when companies might reach
breakeven and preservation of cash. Within the Venture
Fund’s own mainly Seed/Series A venture landscape, VCs
have become more selective about the companies that
they will back; for example, investors are more cautious
about companies that have not met their revenue growth
targets and about those with high rates of cash burn.
Given the more challenging fundraise environment,
venture backed businesses, including many of those in
our portfolio, have taken action to reduce cash burn in
order to extend runway and defer fund-raising needs.
This year we have also seen a trend towards more
fundraises being carried out via convertible loan notes
(CLNs) and similar arrangements which, by providing
loans, defer a new price being set for a company’s
equity issuance. One result of the reduced volume of
investment activity, the softening of valuations and the
rise of CLNs is that there has also been a reduction in the
upward momentum in valuations, even for companies
that are growing.
IPEV GUIDELINES AND VALUATIONS
IPEV guidelines require us to price investments at “fair
value”.
Ryde
(a logistics business providing software and
other resources for fleet and workforce management) is
one example of a portfolio company that saw significant
growth in revenues during the year in review but where
we believed that the fair valuation approach was to
continue to hold the investment at the Fund’s original
cost. Ryde recently won a contract from a FTSE 250
company which had already resulted in a significant
increase in revenues towards the end of the period.
However, the comparable revenue multiple valuations
for such logistics businesses came down over the year,
such that the increase in revenues broadly offset the
decline in applicable valuation multiples. Fair value was
also the basis for our first and to date only up-valuation
of a portfolio company without valuation confirmation
from the company having a new, priced fund raise.
Knok
Healthcare
, the company in question, delivered revenue
growth of 3.1x over the year following the Company’s
investment.
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The core investment focus for the
Fund has thus been Seed and Series
A stage, investing in business-to-
business software companies.
SILVER LININGS
While the funding environment described above was
more difficult for the portfolio NAV in the year under
review, the fact that start-up valuations are now lower
than they were in the heady days of 2021 is in our view a
positive for the Fund’s future investments, the pricing of
which may offer larger potential for gain. A silver lining
to the weaker macro environment is that tech layoffs
have resulted in our portfolio companies finding it easier
to hire senior talent as well as being the catalyst for a
flurry of new businesses (and investment opportunities
for the Company) as qualified engineers and product
people from large tech companies have been nudged
into entrepreneurialism. We should also note that VCTs
have, over the years, proven to be adaptable and
responsive to economic shocks.
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PORTFOLIO SUPPORT
We have continued to actively support the Fund’s
portfolio companies wherever we can, by participating
in Board meetings, by helping them share best
practice through regular events and by making relevant
introductions where necessary, be it through suppliers,
potential customers or via investor introductions for
further fundraising rounds.
DEAL ORIGINATION AND DEPLOYMENT
Triple Point’s Venture team continues to actively
originate new deal flow through a mixture of outbound
origination and through leveraging the team’s network
in the early-stage tech investing sector. Active outbound
origination specifically has allowed us to continue to
uncover compelling founders and innovations. In the
period under review, the team successfully completed
13 investments in addition to five follow-on investments.
The latter included a Series A investment round for
Veremark
(a fully automated global background check
platform) and CLN investments into
Vyne Technologies
(a full-stack account-to-account e-payment solution) and
Ryde
. In the case of
Veremark
, this was the company’s
second up-round since the Venture Fund originally
invested, this time at a 2.6x multiple of the initial Share
price. This period also saw the exit for cash of open-
banking credit referencing specialist
Credit Kudos
for
a return multiple of over 5x in just two years after the
investment was made.
New investments in the period under review include
an operating system for small airports (
Aerocloud
), an
engagement and communications platform for veterinary
surgeons (
PetsApp
) and an air pollution monitoring
company for local councils and businesses (
Airly
).
Examples of sectors in which we are taking an active
interest are Payment Orchestration (integrating and
managing the end-to-end payment process, including
authorising payments, routing transactions, and handling
settlements) which helps companies reduce transaction
costs as well as be more agile and scale more rapidly;
Healthcare Analytics (the process of analysing current
and historical industry data to predict trends, improve
outreach); and energy related software (e.g. around
the evolution of the grid to continue coping with more
renewable and stored power).
PORTFOLIO
With the Venture Fund having made 44 venture
investments since launch, this year saw the first portfolio
write-off. The company,
Anorak
, was sold in a distressed
sale process to a larger German insure-tech company
and there were no proceeds for the Venture Fund. The
company lost a key B2B customer and then chose to
pivot to a direct-to-consumer model which proved too
capital-intensive to be sustainable. We view the failure
of some investments as an inevitable part of venture
investing, which is why we always look for the Fund’s new
investments to have the potential to make significant
multiple returns on initial investment cost.
The most active sub-sectors for deployment during
the period were Health-tech where £1.8 million was
deployed, HRTech (£1.7 million) and Fintech (£800k).
While at the end of the year the largest sub-sectors in
terms of portfolio value were again Fintech and Health-
tech, two sectors where the ventures team has particular
experience. Fintech saw less aggressive growth when
compared to previous years.
In the year under review the Fund has made more Series
A stage investments than in previous years. This year saw
five Series A investments, four Seed stage investments
and four pre-seed investments. It is important to
note here that different investors attribute different
nomenclature to different rounds, and seed stage for
one investor might be Series A for another. Our focus
continues to be on those companies that have proven
product-market fit and are looking to raise between
£1 million and £5 million to take them to the next level.
We very much continue to see ourselves as a seed stage
investor and promote ourselves as such.
Many of the businesses in which the Fund invests
involve the use of cutting-edge technology, and would
be classified as “knowledge-intensive” by HMRC rules
– very much the types of innovative UK businesses that
the government wishes to see backed by VCT capital,
and which allows investors to benefit from substantial tax
reliefs. Such investing comes with risks to capital, some
of which we aim to mitigate by focusing investment on
businesses that are actively solving significant problems
for commercial customers.
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Portfolio company - Tickitto
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The Strategy
in Practice
\ WHAT DOES THE
COMPANY DO?
Manchester-based Biorelate has developed
an IP-rich deep tech software platform
which combines natural language
processing (NLP), machine learning and
human labelling and checking to analyse
and curate big data from an array of
published biomedical literature for use by
Pharma and Biotech companies to speed
up the drug discovery process.
These investment case studies of current holdings
illustrate the types of future investments that the
Venture Fund will make.
\ COMPANY SOLUTION
A suite of disruptive knowledge curation products underpinned by Biorelate’s AI powered
proprietary data and insights software Galactic AI. This combines proprietary concept labelling
with a Deep Learning NLP platform which automatically curates cause-and-effect data
regarding chemicals genes, proteins, cells, phenotypes and diseases. The platform regularly
processes millions of text articles to reveal such connections. Completely novel insights and
causal links not foreseen by experts can be illuminated and then investigated.
\ PROBLEM BEING SOLVED
Modern drug development faces an increasingly costly data
problem. With scientific articles output doubling every nine
years and c100m articles already in existence, manual review of
relevant literature leaves most of the information in the dark and
hard to access for drug discovery. Traditional search engines are
not specified to accurately identify biomedical concepts and the
relationships between them. Accurate manual curation of journal
references to biomedical concepts and relationships between
them does take place at large scale but it is costly and slow.
Efficient drug discovery processes therefore require a software
solution that can increase speed and find novel insights.
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\ WHAT DOES THE COMPANY DO?
Visibly has developed a platform designed for field
service engineers and their employers to evaluate and
improve engineering skills. Through the Visibly platform,
weekly quality checks are assigned to employees, which
are completed to confirm training and compliance with
standards.
\ COMPANY SOLUTION
Through the Visibly platform, weekly quality checks are assigned to employees, which
are completed to confirm training and compliance with standards. Using Visibly’s app,
field engineers simply record themselves completing the assigned tasks and submit
the recordings for review. Reviews are then randomly allocated to another employee
with every tenth “challenge to review” being re-reviewed to ensure quality. Through
the Visibly dashboard businesses gain real time insights into the capabilities of
their workforce, helping to inform resource allocation and remedy weaknesses pre-
emptively. The platform also features a community function, which will act as a forum
for field engineers to share best practices, ask for advice or gain social validation for
their professional competency. For the average field engineer, who works for four or
five different businesses at any one time, gaining this track record can be particularly
attractive to improve future employability opportunities.
\ PROBLEM BEING SOLVED
Businesses face a shortage of skilled field engineers
to facilitate major infrastructure transitions (such as the
move to fibre, 5G and the transition to net zero). The
resulting need to reskill and train new engineers has
increased the need for adequate supervision, to ensure
compliance and quality standards are adhered to.
However, supervision is currently carried out physically,
which is expensive, slow and difficult to scale with
current labour shortages. Failure to adhere to industry
standards results in reputational harm and can cause
financial damage.
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The fifth offer for subscription
opened in September 2022 and
remains open to new investors.
This offer has to date resulted in
funds being raised in excess of
£12.6 million
OFFER FOR SUBSCRIPTION
The Venture Fund Share Class is still a relatively new
member of the VCT sector. While fundraising has
benefited from the Fund’s differentiating Seed-stage
focused B2B investment strategy discussed above, the
VCT fundraising environment was slightly less buoyant
towards the end of the 2022-23 tax year.
The fourth Venture Fund offer for subscription closed
on 29 July 2022 having raised £18.55 million and the
fifth offer for subscription opened in September 2022
and remains open to new investors. This new offer had
a promising start with 3.4 million Venture Shares allotted
under the fifth offer for subscription to December 2022,
raising £3.6 million. Following the February 2023 year
end, the Company allotted an additional 8.45 million
Venture Shares raising £9 million, this takes the total
number of Venture Shares in issue to 51,270,715. In
light of this the VCT Board triggered the over-allotment
facility on 14 March 2023, raising the amount that can
be raised under the offer for subscription to £15 million,
allowing the Fund to meet on-going demand towards
the end of the tax year.
This offer has to date resulted in funds being raised
in excess of £12.6 million and 11,915,252 new Shares
allotted. For all investments in the 2023-24 tax year,
the Offer will remain open until 28 July 2023, unless
fully subscribed at an earlier date. The Board has the
discretion to extend the open offer to 20 September
2023 if required.
\ ESG
Both the Board and the Investment Manager believe
Environmental, Social and Governance (“ESG”)
considerations are important, and they are taken into
account through the investment process within the
Venture Fund. Whilst early-stage companies do not have
the scale or resources to adopt the full scale of ESG
initiatives open to large corporates, we always consider
the processes and policies they have in place to ensure
that they are proportionate to their size and activities.
Please see the section on Responsible Investing on
pages 36 to 38 for further information.
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There are also positives. First, reduced valuations in
some areas mean that we expect to see opportunities
to invest in great business ideas at sensible valuations
in the year ahead. Second, one of the concerns for
start-ups that we have been talking about for a while
– scarcity and cost inflation for skilled labour in areas
such as software development and digital marketing
and sales – is gradually easing as economies slow.
Recruiting great talent is still somewhat difficult, but
the situation is improving for employers, not least
because of the significant and somewhat indiscriminate
job cuts announced by some of the larger, listed
technology companies that now have pressure from their
Shareholders to focus on profit. Some of our portfolio
companies have been taking advantage of this to hire
top quality people.
As ever, we are of the view that times of change and
macro uncertainty tend to be good rather than bad
for the rate and significance of innovation. While the
corporate sector that constitutes the customer base for
most of our portfolio companies is more cost-focused,
we continue to see that larger businesses are willing
to increase spend on technology and specifically
productivity-enhancing software solutions. The media
has increasingly picked up on advances in easily
accessible Artificial Intelligence (“AI”) software products
such as GPT and Google’s equivalent, Bard. A number of
our traditional software companies are already planning
to make use of new advances in AI in order to provide
enhanced service options to their customers and thereby
grow revenues.
In the year to February 2023, the bulk of Venture
deployment was into new investments, partly because
many of the existing portfolio companies acted to
stretch out their cash runway and postpone fundraising.
We expect follow-on investments to make up a greater
proportion of our deployment in the coming year.
Ian McLennan
Partner
For Triple Point Investment Management LLP
7 June 2023
\ SUNSET CLAUSE
The 2015 Finance (No.2) Act contains a sunset clause,
which states that eligibility for VCT and Enterprise
Investment Scheme (EIS) tax relief will only apply to
shares that are issued before 6 April 2025 unless the
legislation is amended to make the scheme permanent
or the “sunset clause” is extended. We are happy to
report that the Chancellor’s Autumn Statement of 2022
confirmed the Government’s intention for EIS and VCT
tax relief to continue beyond 2025 (when the current EIS/
VCT “Sunset Clause” is due to expire).
\ OUTLOOK
The economic and investment environment has been
buffeted by a series of challenges in recent years
with concerns over sharply higher interest rates and
potential recession following the impact of the Russia-
Ukraine invasion and the Covid-19 lockdowns in 2020
and 2021. Throughout this we have continued to see
entrepreneurial activity and innovation thrive, even in
the tougher start-up funding environment of 2022 and
early 2023, as evidenced by the number of investment
opportunities that we continue to find, review and action
for the Venture Fund.
The majority of economic forecasters now foresee a
recession in the UK and US at some point in 2023 as an
eventual result of the significant interest rate rises seen
in the last year or more. We know from history that we
should not rely totally on such forecasts, indeed in late
2022 and early 2023 both those economies proved
more resilient than most forecasters had expected. We
proceed to make new investments but with caution and
by sticking to what we know which is (a) finding and
backing software start-ups that we believe have the
potential ultimately to generate returns of at least 10x
our investment cost and have founders that we expect to
be able to navigate challenging circumstances, while (b)
bearing in mind that there has been a true sea-change in
the interest rate environment which, by raising the cost
of capital and somewhat reducing investor risk appetite,
has made venture fundraising more challenging for some
start-ups in 2023 and will do so perhaps into 2024.
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Responsible Investing
\ INVESTMENT MANAGER
COMMITMENT TO RESPONSIBLE
INVESTMENT
Triple Point is founded on the principle of people,
purpose and profit. The manager strives to identify and
unlock investment opportunities that have purpose, so
we can help people and planet while generating profit
for investors.
Triple Point has committed to the following frameworks
to demonstrate commitment to responsible investment:
•
Triple Point is a certified B Corp with a score of 97.6.
Certified B Corporations are businesses that meet the
highest standards of verified social and environmental
performance, public transparency, and legal
accountability to balance profit and purpose.
•
Triple Point is a signatory to the Principles for
Responsible Investment (“PRI”). This commitment
was made in 2019 and requires Triple Point to uphold
and demonstrate progress on the six principles which
seek best practice in investor ESG integration and
contribution to a more sustainable global financial
system. Triple Point seeks to promote these principles
throughout its business, and they are reflected in its
Sustainable Business Objectives document. These
principles ensure all investment processes have
sound and appropriate integration of ESG practice
and are overseen by the Sustainability Team who
report to the Triple Point Sustainability Group. This
means investment teams are aware of, and can make
informed investments decisions about, key ESG risks
and opportunities.
•
Triple Point is a signatory of The Net Zero Asset
Managers Initiative (“NZAM”). This is an international
group of asset managers committed to supporting the
goal of net zero greenhouse gas emissions. As stated
earlier in the report, Triple Point is currently in the
process of preparing Group targets which align with
Science Based Targets.
Triple Point’s overall commitment to sustainable
business and approach to ESG within all investment
strategies is captured in the Sustainable Business
Objectives document, which is overseen by the Triple
Point Sustainability Group. This Group comprises senior
partners and managers from across Triple Point, who
meet monthly. The Group is chaired by Triple Point’s
co-Managing Partner Ben Beaton. Also reporting to
this Group are the Sustainable Investment Subgroup
which comprises senior investment team members from
across Triple Point and is chaired by Triple Point’s Head
of Sustainability. This subgroup shares best practice and
learning in sustainability and ESG integration from across
the business, acting as source of sustainability insight,
collaboration and review which stretches across the
entire business.
In the view of the Sustainability Group, successful ESG
integration means:
•
allocated resource at a strategy level to integrate,
monitor and report on ESG issues;
•
integrating ESG considerations throughout investment
processes;
•
ensuring decision-making captures ESG risks and
opportunities, learning from decisions and reporting
to continually enhance ESG integration;
•
pro-actively engaging with investors to understand
their ESG requirements; and
•
challenging systemic issues which slow uptake of ESG
practices by asking questions, offering alternative
solutions, or engaging at a policy level.
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ESG INTEGRATION APPROACH FOR THE
COMPANY
Overall business conduct (such as alignment with best
practice like the UK Bribery Act and UK Modern Slavery
Act) is assessed for all companies in the portfolio at the
point of investment, with continuing oversight from the
Investment Manager which ranges from Board Directors
or Observers to quarterly or periodic business updates.
ESG INTEGRATION BY THE INVESTMENT
MANAGER
The Investment Manager has also implemented ESG
Integration processes specifically associated to the
needs of understanding ESG risk and opportunity for
small, seed-stage companies.
We place proportionate expectations on the Company,
across a range of environmental, social and governance
factors according to the sector, size, stage of growth,
and future growth and development trajectory of the
company.
It is the Investment Manager’s belief that retrofitting a
sustainable business mindset and model can be time
consuming and challenging further down the line.
We invest for growth and so we take a considered
judgement that these issues could come to bear during
ownership or at exit, if they are not considered at the
point of investment.
To ensure the effective and consistent application of this
approach, the Investment Manager operates an ESG
Integration Policy which details how ESG considerations
are taken into account throughout the investment
process, from the point of origination to exit. This policy
is reviewed annually, and approaches the challenge
through two themes:
1.
Management (Culture, Capacity & Governance) – this
refers to the allocation of appropriate resourcing,
training and senior support to ESG integration. It
demonstrates Triple Point’s actions have integrity
aligned with the strategic position of the Company
and oversight from senior management. Examples of
which include:
a.
training across our investment team on ESG;
b.
training of our Investment Committee on ESG;
and
c.
providing greater transparency on our approach
to ESG.
2.
investment (Process & Reporting) – this refers to
action taken in the investment process to assess and
improve ESG factors affecting the target asset, how
these might affect an investment decision and how
we capture decisions and changes to ESG factors
during our asset ownership. Examples of which
include:
a.
formal reviews by the team of ESG trends and
topics at a micro, macro and sector level to feed
into origination process;
b.
ESG due diligence process with results included
at Investment Committee; and
c.
sharing areas of weakness, with constructive
guidance on how to progress so Company
awareness on a range of ESG issues develops
with ownership.
The strategy also explicitly states the Investment
Manager will not invest in adult content, gambling
(excluding charitable lotteries funding good causes or
raising funds), animal testing, arms trade and tobacco.
Details of the investment team’s assessment of ESG
for each deal must be captured within investment
committee papers.
37
Company Overview
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2023 Annual Report
We are committed to evaluating the success of
our approach. Our investment teams report to our
Sustainability Group through an annual review process
to ensure adherence to the process and to share detail
on where we believe we have influenced better or
faster progress towards greater sustainability. This ESG
integration review, along with on-going guidance to
each investment team, is provided by Triple Point’s
dedicated Sustainability Team.
The aim of the Company is to invest in smaller UK
businesses to help them grow, with the primary objective
of delivering strong financial returns. However, the
Company and the Investment Manager are increasingly
mindful of the impact, that the activities and those of
the businesses in which they invest have not just on the
environment, but also on their employees, communities,
and society at large.
The Company believes that its investment activities
have many positive benefits beyond the returns it
delivers for Shareholders. In the case of the Venture
fund investments, these businesses help create
new employment, develop and implement new
technologies and products, and improve productivity,
all of which contribute to the UK economy and benefit
those employed in those businesses and their supply
chains. The Investment Manager also recognises that
businesses can have negative impacts or contribute
to wider systemic issues which can create negative
impact. The ESG integration approach seeks to minimise
risk to investments through exposure to themes and
activities which may impact the future growth of a
business, minimise negative impacts by seeking to avoid
businesses with poor business behaviours and maximise
the potential to support businesses which make positive
contributions.
ALIGNMENT TO SUSTAINABLE
DEVELOPMENT GOALS (“SDGs”)
During the year we invested in a number of businesses
with sustainability alignment (as shown by alignment to
the SDGs), including:
SDG 3
– good health and wellbeing:
Biorelate
– a
pharma and biotech research curation platform creating
efficiency in drug discovery;
Airly
– an air quality
monitoring App designed to help Governments and
businesses monitor and reduce harmful air emissions and
protect public health;
SDG 8
– decent work and economic growth:
Visibly
–
software providing programmes that engage employees
to better adapt to cultural and strategic changes (such
as hybrid or remote working) and drive better business
performance;
Konfir
and
Veremark
– software systems
that speed up and secure employment processes for
the employer (empowering growth, while reducing
risk) and employee (increasing access to work);
Expression Insurance
– providing specialist insurance to
independent businesses such as coffee shops and cafes.
SDG 16
– peace, justice and strong institutions:
Outthink
– a provider of innovative cybersecurity training and
awareness targeting human behaviours to prevent
breaches by understanding people.
38
Company Overview
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Governance
Financial Statements
Other Information
Triple Point VCT 2011 PLC
39
Company Overview
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Financial Statements
Other Information
2023 Annual Report
\ QUALIFYING HOLDINGS
Investment
Portfolio Summary
28 February 2023
28 February 2022
Cost
Valuation
Cost
Valuation
£’000
%
£’000
%
£’000
%
£’000
%
Unquoted qualifying holdings
27,725
59.73
31,498
62.74
23,274
75.09
28,169
77.76
Non-Qualifying holdings
471
1.01
481
0.96
1,476
4.76
1,813
5.00
Financial assets at fair value through profit
or loss
28,196
60.74
31,979
63.70
24,750
79.85
29,982
82.76
Cash and cash equivalents
18,222
39.26
18,222
36.30
6,246
20.15
6,247
17.24
46,418
100.00
50,201
100.00
30,996
100.00
36,229
100.00
Financial Assets are measured at fair value through profit or loss. The initial best estimate of fair value of these
investments that are either quoted or unquoted on an active market is the transaction price (i.e. cost). The fair value
of these investments is subsequently measured by reference to the enterprise value of the investee company, which is
best deemed to reflect the fair value. Where the Board considers the investee company’s enterprise value to remain
unchanged since acquisition, investments continue to be held at cost less any loan repayments received.
NON-QUALIFYING
HOLDINGS UNQUOTED
28 February 2023
28 February 2022
Cost
Valuation
Cost
Valuation
£’000
%
£’000
%
£’000
%
£’000
%
Non-Qualifying Holdings
Unquoted
SME Funding – Hydroelectric Power
Broadpoint 3 Ltd
–
–
–
–
1,005
3.24
1,329
3.67
Other
Modern Power Generation Ltd
471
1.03
481
0.96
471
1.52
484
1.33
471
1.03
481
0.96
1,476
4.76
1,813
5.00
40
Company Overview
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Triple Point VCT 2011 PLC
28 February 2023
28 February 2022
Cost
Valuation
Cost
Valuation
£’000
%
£’000
%
£’000
%
£’000
%
QUALIFYING HOLDINGS
Venture Investments
QUALIFYING HOLDINGS UNQUOTED
Vyne Technologies Ltd
1,752
3.77
3,233
6.44
1,127
3.64
3,725
10.28
Ably Real Time Ltd
1,312
2.83
3,153
6.28
1,312
4.23
3,153
8.70
Digital Therapeutics Inc (t/a Quit Genius)
1,245
2.68
2,565
5.11
1,245
4.02
2,755
7.60
Ryders
1,988
4.28
1,988
3.96
1,000
3.23
1,000
2.76
Veremark
910
1.96
1,529
3.05
450
1.45
471
1.30
AeroCloud
1,500
3.23
1,500
2.99
–
–
–
–
Semble (previously Heydoc Ltd)
760
1.64
1,374
2.74
760
2.45
1,374
3.79
Counting Ltd (t/a Counting Up)
920
1.98
1,044
2.08
920
2.97
835
2.30
Scan.com
800
1.72
1,000
1.99
–
–
–
–
OutThink
1,000
2.15
1,000
1.99
–
–
–
–
PetsApp
1,000
2.15
1,000
1.99
–
–
–
–
Biorelate
1,000
2.15
1,000
1.99
–
–
–
–
Airly
987
2.13
999
1.99
–
–
–
–
Pixie
915
1.97
915
1.82
915
2.95
915
2.53
Tickitto
1,000
2.15
800
1.59
1,000
3.23
1,000
2.76
Knok Healthcare
513
1.11
640
1.27
513
1.66
513
1.42
Adfenix AB
799
1.72
638
1.27
799
2.58
673
1.86
SonicJobs
450
0.97
638
1.27
450
1.45
450
1.24
Konfir
500
1.08
519
1.02
–
–
–
–
Crowd Data
500
1.08
500
1.00
–
–
–
–
MWS Technology Ltd
150
0.32
441
0.88
150
0.48
353
0.97
Nook
343
0.74
438
0.87
250
0.81
250
0.69
Degreed Inc.
300
0.65
432
0.86
300
0.97
533
1.47
Exate
500
1.08
400
0.80
500
1.61
400
1.10
Rhubarb
400
0.86
400
0.80
–
–
–
–
Stepex
499
1.08
399
0.79
499
1.61
499
1.38
Ramp
308
0.66
308
0.61
–
–
–
–
Localz
750
1.62
300
0.60
750
2.42
750
2.07
Konstructly
300
0.65
300
0.60
–
–
–
–
Visibly Tech
300
0.65
300
0.60
–
–
–
–
Catalyst
224
0.48
224
0.45
224
0.72
224
0.62
Kamma
500
1.08
200
0.40
500
1.61
250
0.69
Learnerbly
200
0.43
200
0.40
200
0.65
200
0.55
Artifical Artists
150
0.32
150
0.30
150
0.48
120
0.33
Seedata
150
0.32
150
0.30
150
0.48
150
0.41
Trumpet
120
0.26
120
0.24
–
–
–
–
Expression Insurance
1,000
2.16
118
0.24
500
1.61
681
1.88
Augnet Ltd
300
0.65
100
0.20
300
0.97
–
–
Sealit
200
0.43
100
0.20
200
0.65
180
0.50
Bkwai
250
0.54
91
0.18
250
0.81
170
0.47
Homelyfe Limited (t/a Aventus)
70
0.15
–
–
700
2.26
–
–
Credit Kudos
–
–
–
–
500
1.61
2,518
6.95
Anorak
–
–
–
–
700
2.26
525
1.45
Hydroelectric Power
Green Highland Shenval Ltd*
860
1.85
292
0.58
860
2.77
534
1.47
Gas Power
Distributed Generators Ltd
3,200
10.32
1,925
5.31
Green Peak Generation Ltd
1,900
6.13
1,044
2.88
27,725
59.73
31,498
62.74
23,274
75.09
28,169
77.76
* Green Highland Shenval Ltd was transferred from the A share class to the Venture share class in November 2022
following a valuation adjustment. It was acquired by the company in February 2017 for £860k.
41
Company Overview
Strategic Report
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Financial Statements
Other Information
2023 Annual Report
Vyne
is a payments business that uses Open Banking
application programming interface (“APIs”) to transfer
money directly from the bank accounts of consumers, to
the bank accounts of the online merchants from which
they are purchasing items or services.
\ VYNE TECHNOLOGIES LIMITED
DATE OF FIRST INVESTMENT
28-Nov-2019
COST (£)
1,752,185
VALUATION (£)
3,232,849
VALUATION METHOD
Last Equity Raise
adjusted for fair
value
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
9.80
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax, amortisation
and depreciation (EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets as at 31 March 2022
5,489
* The Investees are required only to submit Small Companies Accounts
to Companies House hence only net assets have been disclosed.
10 Largest
Investments
42
Company Overview
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Governance
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Other Information
Triple Point VCT 2011 PLC
Ably
is the provider of a suite of APIs to build, extend,
and deliver digital experiences in real time for more than
250 million devices each month.
\ ABLY REAL TIME LTD
DATE OF FIRST INVESTMENT
30-Oct-2019
COST (£)
1,312,027
VALUATION (£)
3,152,986
VALUATION METHOD
Last Equity Raise
adjusted for fair
value
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
2.05
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax, amortisation
and depreciation (EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets as at 31 December 2021
31,411
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
43
Company Overview
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Governance
Financial Statements
Other Information
2023 Annual Report
Quit Genius
is the provider of an online digital
therapeutics tool that helps users quit smoking and
vaping. The app provides behaviour tracking, tips and
encouragement to users.
\ DIGITAL THERAPEUTICS INC (QUIT GENIUS)
DATE OF FIRST INVESTMENT
14-Feb-2020
COST (£)
1,245,285
VALUATION (£)
2,565,079
VALUATION METHOD
Last Equity Raise
adjusted for fair
value
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
1.67
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax,
amortisation and depreciation
(EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets*
Not disclosed
* This company is exempt from publishing accounts and hence no
financial details are disclosed.
44
Company Overview
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Other Information
Triple Point VCT 2011 PLC
Ryde
provides a fully integrated delivery management
platform combining the best of fleet management
software, third party logistics software and a flexible
workforce to e-commerce companies requiring deliveries.
\ GAMEPLAN TECHNOLOGY LTD
DATE OF FIRST INVESTMENT
27-Jul-2021
COST (£)
1,987,989
VALUATION (£)
1,987,989
VALUATION METHOD
Cost
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
7.34%
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax, amortisation
and depreciation (EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets as at 31 December 2021
2,368
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
45
Company Overview
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Governance
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Other Information
2023 Annual Report
Veremark
is a global background screening and
reference checking platform.
\ VEREMARK LTD
DATE OF FIRST INVESTMENT
12-Aug-2020
COST (£)
909,906
VALUATION (£)
1,529,429
VALUATION METHOD
Last Equity Raise
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
5.66
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax, amortisation
and depreciation (EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets as at 31 December 2021
1,547
* The Investees are required only to submit Small Companies Accounts
to Companies House hence only net assets have been disclosed.
46
Company Overview
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Governance
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Other Information
Triple Point VCT 2011 PLC
AeroCloud
is the provider of an operations management
SaaS solution for airports worldwide.
\ AEROCLOUD SYSTEMS LTD
DATE OF FIRST INVESTMENT
14-Dec-2022
COST (£)
1,499,999
VALUATION (£)
1,499,999
VALUATION METHOD
Cost
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
3.03
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax, amortisation
and depreciation (EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets as at 31 December 2022
11,186
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
47
Company Overview
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Governance
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2023 Annual Report
Semble
is a clinical system built to enable medical
clinicians and administrative staff to complete their
day-to-day work in one place rather than needing to use
multiple systems. The software covers the entire patient
journey, saving the medical clinicians time.
\ SEMBLE TECHNOLOGY LTD (PREVIOUSLY HEYDOC)
DATE OF FIRST INVESTMENT
20-Nov-2019
COST (£)
760,016
VALUATION (£)
1,374,016
VALUATION METHOD
Last Equity Raise
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
5.98
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax, amortisation
and depreciation (EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets as at 31 December 2022
2,009
* The Investees are required only to submit Small Companies Accounts
to Companies House hence only net assets have been disclosed.
48
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Triple Point VCT 2011 PLC
Counting Ltd
provides micro businesses with a fully
integrated accounting system and business bank
account in one app. The solution provides automated
bookkeeping, quick and easy invoicing and simple
expense management.
\ COUNTING LTD
DATE OF FIRST INVESTMENT
06-Jun-2019
COST (£)
920,177
VALUATION (£)
1,043,625
VALUATION METHOD
Last Equity Raise
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
2.45
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax, amortisation
and depreciation (EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets as at 31 March 2022
5,962
* The Investees are required only to submit Small Companies Accounts to
Companies House hence only net assets have been disclosed.
49
Company Overview
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2023 Annual Report
Scan.com
provides a platform to connect the global
diagnostic imaging market, aiming to solve the lack of
price transparency for imaging, long waiting lists and
reliance on archaic workflows.
\ NATIONAL MRI SCAN LTD
DATE OF FIRST INVESTMENT
27-Jul-2022
COST (£)
800,000
VALUATION (£)
1,000,000
VALUATION METHOD
Last Equity Raise
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
N/A
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax, amortisation
and depreciation (EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets as at 31 December 2021
1,341
* The Investees are required only to submit Small Companies Accounts
to Companies House hence only net assets have been disclosed.
50
Company Overview
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Triple Point VCT 2011 PLC
Biorelate
is the provider of a deep tech software platform
which analyses and curates big data from an array of
published biomedical literature for use by Pharma and
Biotech companies in the drug discovery process.
\ BIORELATE LTD
DATE OF FIRST INVESTMENT
22-Nov-2022
COST (£)
999,998
VALUATION (£)
999,998
VALUATION METHOD
Cost
INCOME RECOGNISED BY TP11 FOR THE
YEAR (£’000)
–
EQUITY HELD BY TP11 (%)
5.01
EQUITY HELD BY TPIM MANAGED FUNDS
(%)
–
SUMMARY OF INFORMATION FROM INVESTEE COMPANY
FINANCIAL STATEMENTS (£’000)
Turnover*
Not disclosed
Earnings before interest, tax, amortisation
and depreciation (EBITDA)*
Not disclosed
Profit before tax*
Not disclosed
Net assets before VCT loans*
Not disclosed
Net assets as at 31 March 2022
13
* The Investees are required only to submit Small Companies
Accounts to Companies House hence only net assets have been
disclosed.
The Strategic Report has been approved by the Board and signed on their behalf by the Chair.
Jane Owen
Chair
7 June 2023
51
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Governance
54
Company Overview
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Triple Point VCT 2011 PLC
\ JANE OWEN
Jane Owen is the Chair of the Board of the Company. After graduating in law
from Oxford University, Jane was called to the Bar in 1978 and until 1989 was a
practising barrister in the chambers that are now 3 Verulam Buildings.
Subsequently, Jane became UK group legal director at Alexander & Alexander
Services, and was appointed Aon’s General Counsel in the UK in 1997, a position
she held until 2008, where she was also a director of Aon Limited from 2001 to
2008. She was also a Non-Executive Director of TWG Europe Ltd and related
companies and a Governor of James Allen’s Girls’ School.
\ CHAD MURRIN
Chad Murrin graduated in law from Cambridge University, and then qualified as a
barrister. He worked for 3i Group plc from 1986-2004, the last five years as 3i’s
Corporate Development Director. In 2004, he set up his own corporate advisory
business, Murrin Associates Limited. He holds the Advanced Diploma in
Corporate Finance from The Corporate Finance Faculty of the ICAEW. He is a
Non-Executive Director of Keytask Management Limited, E.W. Beard (Holdings)
Limited and other companies. Chad Murrin will not stand for re-election at the
Company’s AGM expected to be held in July 2023 and will step down
immediately following the conclusion of the AGM.
\
J
ULIAN BARTLETT
Julian Bartlett has significant financial, assurance and advisory experience gained
from over 30 years as a Partner at Grant Thornton UK LLP and formerly at RSM
Robson Rhodes and Deloitte. He has an extensive understanding of listed and
financial services companies including VCTs. He is the Chair of Invesco Fund
Managers Limited, Director and Chair of the Audit and Risk Committee of Invesco
Pensions Limited and Director of Lindsell Train Limited. He was formerly a Non-
Executive Director of FFI Holdings plc from August 2017 until it ceased trading
on AIM in August 2019. Julian is a Fellow of the Institute of Chartered
Accountants in England and Wales.
\
J
AMIE BROOKE
TO BE
APPOINTED 8 JUNE 2023
Jamie Brooke has gained over 25 years’ investment experience throughout his
career. He previously worked at 3i and Quester in the venture and leveraged
buyout divisions, and was formerly lead fund manager for the Hanover Catalyst
Fund, prior to which he was at Lombard Odier where as a fund manager he
specialised in strategic UK small cap equity investing, having moved with the
Volantis team from Henderson Global, and before that, Gartmore. Jamie has held
directorships on over 20 boards, and is currently on the Board of Kelso Group
Holdings plc, Flowtech Fluidpower plc and Chair of the Audit Committee of
Chapel Down Group plc, listed on the Aquis Stock Exchange, and Oryx
International Growth Fund.
Board of Directors
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\ COMPLIANCE STATEMENT
The Board of Triple Point VCT 2011 plc has considered the principles and provisions of the Association of Investment Companies Code of Corporate
Governance 2019 (“AIC Code”). The AIC Code addresses the principles and provisions set out in the UK Corporate Governance Code (the “UK
Code”), as well as setting out additional provisions on issues that are of specific relevance to Triple Point VCT 2011 plc.
The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by the Financial Reporting
Council, will provide improved reporting to Shareholders.
The Company has complied with the principles and provisions of the AIC Code or provided an explanation for non-compliance below:
AIC Code of Corporate Governance
Explanation
The appointment of a Senior Independent Director (Provision 14)
As there are only three independent Non-Executive Directors, excluding the Chair,
with one Non-Executive Director intending to step down immediately following
the 2023 AGM, it is not considered appropriate to identify a member of the Board
as senior independent Director. The independent Non-Executive Directors, as
appropriate, will act as a sounding board for the Chair, serve as intermediaries
between Directors and Shareholders, and evaluate the Chair’s performance as part
of the Board’s annual evaluation.
An external search consultancy should generally be used for the appointment of
non-executive directors (Provision 25)
The Board considered the use of an external search consultancy when looking
to appoint a new non-executive Director to the Board. However, it was decided
that suitable candidates for the role could be sourced without the use of a search
consultancy, and the significant cost of using a search consultancy was not deemed
appropriate for the Company at this time. The Board will consider the use of an
external search consultancy for future Board appointments.
If the Chair of the Board is a member of the Audit Committee, the Board should
explain in the annual report why it believes this is appropriate (Provision 29)
Jane Owen is a member of the Audit Committee and Chair of the Board. Given the
size and structure of the Board it was deemed in best interest of Shareholders to
have the breadth of experience of all Directors throughout the audit process.
The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the principles and
provisions set out in the UK Code to make them relevant for investment companies.
Corporate
Governance Report
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\ THE BOARD
As announced today, Chad Murrin will not be standing for re-election
at the Company’s 2023 Annual General Meeting. The Board, has
undertaken a succession and recruitment process and are pleased to
report that Jamie Brooke will be appointed as Independent Non-
Executive Director with effect from 8 June 2023. Jamie’s biography
can be found on page 54.
The Board considered the use of an external search consultancy
(provision 25 of the AIC Code) when looking to appoint a new Non-
Executive Director to the Board. However, it was decided that a
suitable candidate for the role could be sourced without the use of a
search consultancy, and the significant cost of using a search
consultancy was not deemed appropriate for the Company at this
time. The Board will consider the use of an external search
consultancy for future Board appointments.
Following Jamie’s appointment, the Board will comprise four Non-
Executive Directors.
Following an orderly succession period, Chad Murrin, Non-Executive
Director of the Company, will not stand for re-election at the
Company’s AGM expected to be held in July 2023 and will step down
immediately following the conclusion of the AGM when the Board will
again comprise three Non-Executive Directors.
All Directors are considered independent and day-to-day
management responsibilities are delegated to the Investment
Manager. The Directors have a combination of skills, experience and
knowledge which are relevant to the Company. Biographies of each
director are presented on page 54 of this report.
The Directors are provided with key information on the Company’s
activities, including regulatory and statutory requirements, by the
Investment Manager and Company Secretary, Hanway Advisory
Limited.
The Board has direct access to the Company Secretary and may also
take independent professional advice at the Company’s expense
where necessary in the performance of their duties. During the year,
the Board was satisfied that all Directors were able to commit
sufficient time to discharge their responsibilities effectively having
given due consideration to their other significant commitments. The
Directors were advised on appointment of the expected time required
to fulfil their roles and have confirmed that they remain able to make
that commitment. No external appointments accepted during the
year were considered to be significant for the relevant Directors,
taking into account the expected time commitment and nature of
these roles.
The Directors’ other principal commitments are listed on pages 54.
The Chair, Jane Owen, leads the Board and is responsible for its
overall effectiveness in directing the Company. The Chair leads the
process in determining its strategy and the achievement of its
objectives. The Chair is responsible for setting the Board agenda
focusing on strategy, performance, value creation, culture,
stakeholders and ensuring that issues relevant to these areas are
reserved for Board decision. The Chair facilitates constructive Board
relations and the effective contribution of all the Directors,
encouraging a culture of openness and debate and ensures the
Directors receive accurate, timely and clear information. The Chair
does not have significant commitments which conflict with her Board
responsibilities.
\ APPOINTMENT OF NEW
DIRECTORS
Any appointment to the Board is subject to a formal, rigorous and
transparent procedure and is based on merit and objective criteria
which promotes diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths.
\ COMPANY’S OPERATIONS
The Investment Manager has authority over the management of the
investment portfolio, the organisation of custodial services,
accounting and administrative services. The Investment Manager
makes investment recommendations for the Board’s approval.
The Board meets regularly in person or via video conference call at
least four times a year, and on other occasions as required, to discuss
and approve new or follow-on investments, and review the investment
performance and monitor compliance with the investment policy laid
down by the Board.
The Board’s main focus is to promote the long-term sustainable
success of the Company, to deliver value for Shareholders and
contribute to wider society. The Board does not routinely involve itself
in day-to-day business decisions but there is a formal schedule of
matters that requires the Board’s specific approval, as well as
decisions that can be delegated to the Board Committees.
The key matters reserved to the Board, include but are not limited to:
•
review investment performance and monitor compliance with
the investment policy;
•
the consideration and approval of future developments or
changes to the investment policy, including risk and asset
allocation;
•
overall leadership of the Company and setting of its purpose,
culture, values and standards;
•
approval of any dividend or return of capital to be paid to the
Shareholders;
•
the appointment, evaluation, removal and remuneration of the
Investment Manager and the Company Secretary;
•
board membership and powers including the appointment
and removal of Board members;
•
ensuring adequate Board succession planning;
•
ensuring the maintenance of a system of internal controls and
risk management;
•
approval and issue of the annual and half yearly results;
•
review of the Company’s corporate governance arrangements
and annual review of continuing compliance with the AIC
Code of Corporate Governance published by the AIC from
time to time;
•
the performance of the Company, including monitoring the
net asset value per share;
•
monitoring Shareholder profiles and considering Shareholder
communications; and
•
approving investments.
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The Company Secretary is responsible for ensuring that Board
procedures are complied with, advising the Board on all governance
matters, supporting the Chair and helping the Board and its
committees to function effectively. The Company Secretary will also
provide the Board with support in ensuring that it has the policies,
processes, information, time and resources it needs in order to
function effectively.
The Company’s articles of association and the schedule of matters
reserved to the Board for decision provide that the appointment and
removal of the Company Secretary is a matter for the full Board.
The Board reviews the performance of the Investment Manager
annually taking into consideration the contractual arrangements and
scrutinises performance. The Board as a whole carries out this review,
and due to the size of the Board, does not consider it appropriate to
establish a separate management engagement committee.
\ DISCUSSIONS OF THE BOARD
During the period, the following were the key matters considered by
the Board:
•
approval of Company policies;
•
approval of the disposal of Gas Fired Energy Assets;
•
succession planning and appointment of Jamie Brooke as a
Non-Executive Director;
•
matters in relation to the wind down and cancellation of the
Company’s A and B Share Classes;
•
matters in relation to the Company’s Offer for Venture Shares;
•
approval of Venture Share Class investments;
•
annual and half year reports to Shareholders;
•
quarterly and, where applicable, ad hoc approval of NAVs; and
•
approval of dividends payable to Shareholders.
\ RE-ELECTION OF DIRECTORS
Directors’ retirement and re-election is subject to the Company’s
articles of association and the AIC Code. The AIC Code requires that
all Directors should be subject to an annual re-election. In line with
the Company’s Succession Plan, Chad Murrin will not stand for re-
election at the Company’s AGM expected to be held in July 2023 and
will step down immediately following the conclusion of the AGM.
\ INDEPENDENCE OF DIRECTORS
The Board has a non-executive Chair and two other non-executive
Directors, all of whom were considered independent since their
appointment. All of the Directors are independent of the Investment
Manager.
The AIC Code outlines circumstances that are likely to impair a
Director’s independence including whether a Director has served on
the Board for more than nine years from the date of their first
appointment. All Directors, except newly appointed Julian Bartlett,
have served on the Board for nine years or more. Once Jamie Brooke
has been appointed to the Board and Chad Murrin has stepped down
then only Jane Owen will have served more than nine years. Length
of service is currently one of several indicators the Board considers
when assessing independence. The Board is of the view that a term of
service in excess of nine years does not in itself compromise
independence and notes the positive contribution that their long-
service offers. The Board regularly reviews the independence of its
Directors and is satisfied that all Directors remain independent,
including in character and judgement.
\ POLICY ON TENURE
OF THE CHAIR
The Board considers that the length of time each Director, including
the Chair, serves on the Board should not be limited and has not set a
finite tenure policy. Continuity, self-examination and ability to do the
job are the relevant criteria on which the Board assesses a Director’s
independence. Length of service of current Directors and future
succession planning will be reviewed each year as part of the Board
evaluation process.
\ SUCCESSION PLAN
The Board continues to seek to achieve a progressive refreshing of
the Board, taking into account the challenges and opportunities
facing the Company, the balance of skills and expertise, and the need
for a diverse pipeline for succession balanced against the benefit of
historical knowledge. The Board is pleased to have made positive
progress on the gradual refreshing of the Board this year through the
appointment of Jamie Brooke, due to take effect on 8 June 2023, in
line with its Succession Plan.
\ BOARD COMMITTEES
The Board has only one committee, which is the Audit Committee.
The Directors consider that due to the size of the Board, there being
no employees or executive directors, it is not necessary to appoint a
separate nomination committee, management engagement
committee or remuneration committee. The remuneration report is
detailed on pages 64 to 69.
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\ BOARD MEETING ATTENDANCE
The Board has regular meetings on a quarterly basis, with additional
meetings as required from time to time.
During the period the following Board meetings were held and the
number attended by each Director compared with the maximum
possible attendance:
Directors
Board Meetings
Audit Committee
Jane Owen, Chair
5/5
3/3
Chad Murrin
5/5
3/3
Julian Bartlett
5/5
3/3
Tim Clarke*
3/3
1/1
* Tim Clarke resigned as Non-Executive Director on 14 July 2022
\ PERFORMANCE EVALUATION
The Board, led by the Chair, established a formal process for a formal
and rigorous annual evaluation of the performance of the Board,
individual Directors and the Audit Committee. The evaluation
considered the composition, diversity, investment matters,
development and how effectively each member works together to
achieve its objectives.
During the period, the Board conducted a performance evaluation by
completing a written questionnaire to appraise and gather useful
learnings on the functioning of the Board, the Audit Committee and
individual Directors, and the Chair.
The Chair, supported by the Company Secretary, acted on the results
of the evaluation. Having conducted its performance evaluation, the
Board believes that it has been effective in carrying out its objectives
and that each individual Director has been effective and
demonstrated commitment to the role.
The Board discussed the key challenges and opportunities that were
identified through the performance evaluation and agreed
appropriate development points on which progress will be assessed
in the next financial period.
Challenges
2023 Development Points
Managing risks in a volatile
macroeconomic environment
The Board will undertake a deep
dive into the risk management
process to ensure enhanced
risk management to adequately
monitor current and emerging risks
facing the Company.
Whilst the Board has the right mix
of skills, experience and expertise,
diversity could be increased to
further enhance the composition
and balance of the Board.
Consideration will be giving
to using an external search
consultancy for the recruitment of
a new Board Director, in line with
succession planning, to actively
encourage a diverse pool of
candidates.
Further enhancement of Director
understanding of legal and
regulatory changes in the wider
environment.
Director training to be held on key
legal, regulatory and governance
issues facing the Company or
expected to impact the Company
in the future.
\ CORPORATE SOCIAL
RESPONSIBILITY
The Board is committed to integrating ESG matters in the Company’s
business operations, including the Company itself and the companies
in which it invests. The Board actively seeks ways to interact with their
stakeholders. The Board seeks to avoid investing in companies which
do not operate within ethical, environmental and social legislation.
Details on the Company’s responsible investing can be found on pages
36 to 38.
\ INTERNAL CONTROL AND RISK
MANAGEMENT
The Board has overall responsibility for establishing procedures to
manage risk, overseeing the internal control framework, determining
the nature and extent of the principal risks the Company is willing to
take in order to achieve its long-term strategic objectives, and
identifying emerging risks. The purpose of an internal control
framework is to ensure that proper accounting records are maintained,
the Company’s assets are safeguarded, and the financial information
used within the business and for publication is accurate and reliable;
such a system can only provide reasonable and not absolute assurance
against material misstatement or loss. Emerging risks are regularly
monitored, and to the extent possible or practicable, mitigating
actions are implemented.
The system of risk management and internal control is designed to
manage rather than eliminate the risk of failure to achieve business
objectives. As part of this process an annual review of the risk
management and internal control systems is carried out. The review
covers all material controls including financial, operational and
compliance controls.
The Directors regularly review financial results and investment
performance with the Investment Manager.
The Directors have established an ongoing process designed to meet
the particular needs of the Company in identifying, evaluating and
managing the significant and emerging risks to which it is exposed,
including, among others, market risk, VCT qualifying investment risk
and operational risks, which are recorded on a risk register. The
controls employed to mitigate these risks are identified and the
residual risks are rated taking into account the impact of the mitigating
factors. The risk register is reviewed bi-annually. The principal risks and
uncertainties including emerging risks identified from the risk register
and a description of the Company’s risk management procedures can
be found on pages 20 to 22.
The Directors regularly review the system of internal controls, both
financial and non-financial, operated by the Company and the
Investment Manager. The Investment Manager is engaged to provide
accounting services and the Company Secretary provides secretarial
services and retains physical custody of the documents of title relating
to investments.
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Capital management is monitored and controlled by the Investment
Manager. The capital being managed includes equity and fixed
interest VCT-qualifying investments, cash balances and liquid resources
including debtors and creditors. The Investment Manager’s procedures
are subject to internal compliance checks.
The Company’s objectives when managing capital are:
•
to safeguard its ability to continue as a going concern, so that
it can continue to provide returns to Shareholders and benefits
for other stakeholders;
•
to ensure sufficient liquid resources are available to meet the
funding requirements of its investments and to fund new
investments where identified.
\ STAKEHOLDER ENGAGEMENT
The Company continuously interacts with a variety of stakeholders
important to its success. This includes regular engagement with the
Company’s Shareholders and other stakeholders by the Board and the
Investment Manager. The Directors are responsible for acting in a way
that they consider, in good faith, is the most likely to promote the
success of the Company for the benefit of its members. In doing so,
they have regard for the needs of stakeholders and the wider society.
The Company is committed to understanding the views of its
stakeholders and maintaining effective dialogue with its key
stakeholders, which include: Shareholders, investee companies; the
Investment Manager; lenders; and the wider communities in which the
Company and its investee companies operate.
Shareholders are encouraged to attend and vote at the Company’s
Annual General Meeting, along with the Company’s other Shareholder
meetings, so they can discuss governance and strategy and the Board
can enhance its understanding of Shareholder views. The Board will
attend the Company’s Shareholder meetings to answer any
Shareholder questions and the Chair will make herself available, as
necessary, outside of these meetings to speak to Shareholders.
The Board is committed to providing investors with regular
announcements of significant events affecting the Company and its
investee companies.
All investor documentation is available to download from the
Company’s website: https://www.triplepoint.co.uk/current-vcts/triple-
point-vct-2011-plc/s2539/
Stakeholder engagement is set out in the Section 172(1) statement on
pages 24 to 25.
The Board has considered the AIC Code recommendations in respect
of arrangements by which staff of the Investment Manager and
Administrator may, in confidence, raise concerns within their
organisations about possible improprieties in matters of financial
reporting or other matters. It has concluded that adequate
arrangements are in place for the proportionate and independent
investigation of such matters and, where necessary, for appropriate
follow-up action to be taken within their organisations.
\ DIRECTORS’ SHARE
INTERESTS
All of the Directors’ Share interests were held beneficially and they are
actively encouraged to own Shares. Details of the Directors’ Share
interests can be found in the remuneration report on page 67. The
Company has not set out any formal requirements or guidelines to
Directors concerning their ownership of Shares in the Company.
On behalf of the Board.
JANE OWEN
Chair
7 June 2023
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The following pages set out the Audit Committee’s report on how it
has discharged its duties in accordance with the AIC Code and its
activities in respect of the period ended 28 February 2023.
Julian Bartlett Chairs the Audit Committee. Jane Owen, Chair of the
Board, who was independent on appointment, is a member of the
Audit Committee due to the size and structure of the Board, along
with Non-Executive Director Chad Murrin. Following an orderly
succession period, Chad Murrin will not stand for re-election at the
Company’s AGM expected to be held in July 2023, and will step
down from the Board and Audit Committee following the conclusion
of the AGM. Jamie Brooke will be appointed as a member of the
Audit Committee, following his appointment to the Board on
8 June 2023.
The Audit Committee deals with matters relating to audit, financial
reporting and internal control systems. The Audit Committee meets at
least twice a year and as required. The Audit Committee also has
direct access to BDO LLP, the Company’s external auditor.
The Audit Committee has been in operation throughout the period
and operates within clearly defined terms of reference.
\ AUDIT COMMITTEE ROLE AND
RESPONSIBILITIES
The Audit Committee has the primary responsibility for reviewing the
financial statements and the accounting principles and practices
underlying them, liaising with the external auditors and reviewing the
effectiveness of internal controls.
The Audit Committee’s terms of reference include the following roles
and responsibilities:
•
periodically considering the need for an internal audit function;
•
monitor the integrity of the financial statements of the
Company and any formal announcements relating to the
financial performance and reviewing significant financial
reporting judgements contained in them;
•
oversee the relationship with the external auditor including,
but not limited to, assessing annually their independence and
objectivity, taking into account relevant professional and
regulatory requirements and the overall relationship with the
auditor, including the provision of any non-audit services;
•
monitoring the extent to which the external auditor is engaged
to supply non-audit services;
•
ensuring that the Investment Manager has arrangements in
place for the investigation and follow-up of any concerns
raised confidentially by staff in relation to propriety of financial
reporting or other matters;
•
keep under review the Company’s internal financial controls
and review the adequacy and effectiveness of the Company’s
internal control and risk management systems and monitor the
proposed implementation of such controls;
•
report to the Board on significant issues relating to the
financial statements and how they were addressed; its
assessment of the effectiveness of the audit process; any key
matters raised by the external auditor; and any other issues on
which the Board has requested the Audit Committee’s opinion;
and
•
report to the Board on how it has discharged its
responsibilities.
The Audit Committee reviews its terms of reference and effectiveness
annually and recommends to the Board any changes required as a
result of the review. The terms of reference are available on request
from the Company Secretary.
In respect of the year ended 28 February 2023, the Audit Committee
discharged its responsibilities by:
•
reviewing the external auditor’s plan for the audit of the
financial statements, including identification of key risks and
confirmation of auditor independence;
•
reviewing the external auditor’s audit fees in relation to the
audit of the financial statements;
•
monitoring the integrity of the financial statements of the
Company and any formal announcements relating to the
Company’s financial performance, and reviewing significant
financial reporting judgements contained in them;
•
reviewing the Company’s internal financial controls and
internal control and risk management systems operated in
relation to the Company’s business and assessing those
controls in minimising the impact of key risks;
•
reviewing periodic reports on the effectiveness of TPIM’s
internal control and risk management procedures;
•
reviewing the appropriateness of the Company’s accounting
policies;
•
providing advice on whether the annual report (and accounts),
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for Shareholders to assess
Audit
Committee Report
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the Company’s position and performance, business model and
strategy;
•
reviewing the Company’s annual and half-yearly results prior to
Board approval;
•
making recommendations to the Board regarding the
reappointment of the external auditor and approving their
remuneration;
•
reviewing and monitoring the external auditor’s independence
and objectivity;
•
reviewing the effectiveness of the external audit process,
taking into consideration relevant UK professional and
regulatory requirements;
•
reviewing the Company’s going concern and viability status;
and
•
reviewing and discussing the external auditor’s findings.
The Board considers that the members of the Audit Committee
collectively have the skills and experience required to discharge their
duties effectively and the Audit Committee as a whole has
competence relevant to the sector in which it operates.
The Company does not have an independent internal audit function
as it is not deemed appropriate given the size of the Company and
the nature of the Company’s business. However, the Audit Committee
considers annually whether there is a need for such a function and, if
there were, would recommend it be established.
\ FINANCIAL REPORTING
The primary role of the Audit Committee in relation to financial
reporting is to review with the Investment Manager and Administrator
and the Auditor the appropriateness of the half year report and
annual report and financial statements, concentrating on, amongst
other matters:
•
compliance with financial reporting standards and relevant
financial and governance reporting requirements;
•
amendments to legislation and corporate governance
reporting requirements;
•
the impact of any new and proposed amendments to
accounting standards which affect the Company;
•
material areas in which significant judgements have been
applied;
•
whether the Audit Committee believes that proper and
appropriate processes and procedures have been followed in
the preparation of the annual report; and
•
considering and recommending the contents of the annual
report and financial statements for approval.
\ SIGNIFICANT ISSUES RAISED
BY THE AUDIT COMMITTEE
The Audit Committee is responsible for considering and reporting on
any significant issues that arise in relation to the Financial Statements
and how they have been addressed.
The following key issues were discussed:
•
compliance with HM Revenue & Customs conditions for
maintenance of approved Venture Capital Trust status;
•
valuation and existence of unquoted investments;
\ COMPLIANCE WITH HMRC
CONDITIONS
The Investment Manager provides the Board with regular qualifying
investment updates. This report shows the current qualifying
percentage position of the Company and highlights and actions which
may be required to maintain this position in the future. The Board also
assesses the future qualifying position of the Company with
assumptions on divestment of assets. The qualifying position of the
Company is a recurring agenda item at Board meetings.
The Company also has in place an engagement with Philip Hare and
Associates LLP. The Board seeks their opinion before undertaking any
material transaction which may affect the qualifying status of the
Company. The Company also seeks the opinion of Shoosmiths LLP
when making any new Venture Fund Investments.
\ VALUATION & FUTURE CASH
FLOW PROJECTIONS
The Company’s unquoted Investment portfolio is valued in line with
the International Private Equity Valuation guidelines. The Company’s
accounting policy is to classify investments at fair value through profit
or loss. Therefore, the most significant risk in the financial statements
is whether its investments are fairly valued. Being unquoted, there is
uncertainty and estimation involved in determining the investment
valuations.
There is also an inherent risk of management override as the
Investment Manager’s fee is calculated based on NAV as disclosed in
note 5 to the financial statements. The Investment Manager is
responsible for calculating the NAV, prior to approval by the Board.
On a quarterly basis, the Investment Manager provides a detailed
analysis of the NAV highlighting any movements and assumption
changes from the previous quarter’s NAV, including assessing any
impact of macroeconomic developments. This analysis and the
rationale for any changes made is considered and challenged and
ultimately approved by the Board.
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\ GOING CONCERN AND
VIABILITY STATEMENT
The Board is required to consider and report on the longer-term
viability of the business as well as assess the appropriateness of
applying the going concern assumption.
The Audit Committee has taken account of the solvency and liquidity
position of the Company shown in the financial statements and the
information provided by the Investment Manager on the forecast
cashflow for the Company and expected pipeline. As a result, the
Audit Committee considers that it is appropriate to adopt the going
concern basis of preparation of the financial statements.
\ EXTERNAL AUDIT
It is the Audit Committee’s responsibility to monitor the performance,
objectivity and independence of the external auditors and this is
assessed by the Audit Committee each year. In evaluating BDO LLP’s
performance, the Audit Committee examines effectiveness of the
audit process, independence and objectivity of the auditor, taking
into consideration the length of tenure of the external auditors, the
non-audit services undertaken during the year and relevant UK
professional and regulatory requirements, and the quality of delivery
of its services.
BDO LLP attended one of the two formal Audit Committee meetings
held during the year. Matters typically discussed include the Auditor’s
assessment of the transparency and openness of the Investment
Manager, confirmation that there has been no restriction in scope
placed on them, the independence of their audit and how they have
exercised professional scepticism.
When considering whether to recommend the reappointment of the
external auditor, the Audit Committee takes into account their current
fee compared to the external audit fees paid by other similar
companies. The quality and competence of the external auditor is
also taken into consideration. The Audit Committee will then
recommend to the Board the appointment of an external auditor
which is approved by Shareholders at the Annual General Meeting.
The FRC’s Ethical Standard requires the audit partner to rotate every
five years. The first audit engagement for BDO LLP was for the year
ended 28 February 2018. BDO were recommended for re-
appointment at the 2022 AGM and the resolution was duly passed.
We have transitioned our lead BDO partner for this year’s audit
following completion of the previous audit partner’s five-year term.
I would like to thank Peter Smith for his leadership of the external
audit and welcome Elizabeth Hooper as our new lead audit partner.
The independence and effectiveness of the external audit process is
assessed as part of the Board evaluation conducted annually and by
the quality and content of the audit scoping and findings report
provided to the Audit Committee by the external auditor and the
discussions then held on topics raised. The Audit Committee will
challenge the external auditor at the Audit Committee meeting if
appropriate.
\ NON-AUDIT SERVICES
The Audit Committee safeguards the objectivity and independence of
the auditor by reviewing the nature and extent of non-audit services
supplied by the external auditor to the Company. Details of fees paid
to BDO LLP during the year are disclosed in note 7 to the financial
statements. During the year, BDO LLP was appointed to perform
certain agreed-upon procedures with regards to the Net Asset Value
of the Venture fund as at 15 January 2023 as part of the Board’s
consideration of the appropriateness of the issue price for the most
recent Venture Fund allotment. The Audit Committee approved these
fees after a review of the level and nature of work to be performed
and were satisfied that they are appropriate for the scope of the work
required. The Audit Committee was satisfied that BDO LLP had
adequate safeguards in place and that provision of these non-audit
services did not affect the objectivity or independence of the external
auditor.
\ AUDIT FEE
The audit fee for the year was £64,250, (2022: £30,000) BDO have
primarily attributed the increase in fees to inflation, the increased time
and complexity of audit given the growth of the Venture Share Fund
and wider general market fee increases for audit services. The
significant increase in fees have been considered, and the Committee
will evaluate all available options to ensure that the cost for the
services provided remain appropriate and in the best interests of
Shareholders.
\ INDEPENDENCE
The Audit Committee is required to consider the independence of the
external auditor. In fulfilling this requirement, the Audit Committee
has considered the Audit Plan from BDO LLP which describes their
arrangements to identify, report and manage their independence.
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\ AUDIT COMMITTEE MEETING
ATTENDANCE
During the period, the following Audit Committee meetings were held,
and the number attended by each Director compared with the
maximum possible attendance:
Directors
Audit Committee Meetings
Jane Owen, Chair
3/3
Chad Murrin
3/3
Julian Bartlett
3/3
Tim Clarke*
1/1
*Tim Clarke resigned as Non-Executive Director on 14 July 2022
The Audit Committee relies on the Investment Manager to assess the
valuation of unquoted investments and the existence of those
investments, however the Audit Committee considers, and challenges
information provided by the Investment Manager, and ultimate approval
for decisions is given by the Board. The Investment Manager will usually
have either Director or Board Observer rights to attend portfolio
companies’ Board meetings, will always have information rights when
investments are first made and will maintain contact with the senior
executives of investees, and has oversight of all the investments made.
The Audit Committee has reviewed the valuations and discussed them
with both the Investment Manager and the external auditor to confirm
their assessment of the valuation of the unquoted investments and the
existence of those investments.
The Investment Manager has confirmed to the Audit Committee that
the conditions for maintaining the Company’s status as an approved
Venture Capital Trust has been complied with throughout the year. The
position has been reviewed by Philip Hare & Associates LLP in its
capacity as adviser to the Company on taxation matters.
The Audit Committee has considered the whole Report and Accounts
for the year ended 28 February 2023 and has reported to the Board that
it considers them to be fair, balanced and understandable providing the
information necessary for Shareholders to assess the Company’s
position, performance, business model and strategy.
On behalf of the Board.
JULIAN BARTLETT
Audit Committee Chair
7 June 2023
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Directors’
Remuneration Report
\ STATEMENT OF THE CHAIR
I am pleased to present the Remuneration Report on behalf of the Board for the year ended 28 February 2023.
This report is submitted in accordance with schedule 8 of the Large and Medium Sized Companies and Groups (Accounts and Reports) (amendment)
Regulations 2013 and The Companies (Miscellaneous Reporting) Regulations 2018, in respect of the year ended 28 February 2023. This report also
meets the Financial Conduct Authority’s Listing Rules and describes how the Board has applied the principles and provisions relating to Directors’
remuneration set out in the AIC Code. The reporting requirements require two sections to be included:
•
Directors’ Remuneration Policy – This sets out our Remuneration Policy for Directors of the Company that has been in place since 9 July 2020
following approval by Shareholders.
•
Annual Remuneration Report – This sets out how our Directors were paid for the period ended 28 February 2023. There will be an advisory
Shareholder vote on this section of the report at our 2023 AGM.
We value engagement with our Shareholders and for the constructive feedback we receive and look forward to your support at the forthcoming
AGM.
JANE OWEN
Chair
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\ DIRECTORS’ REMUNERATION POLICY
APPROVAL OF REMUNERATION POLICY
Our Directors’ Remuneration Policy was last approved by shareholders at the 2020 AGM of the Company held on 9 July 2020 and became effective
from the conclusion of the AGM.
In accordance with section 439A of the Companies Act 2006, a resolution to approve this Directors’ Remuneration Policy will be proposed at the
AGM of the Company to be held on 19 July 2023. If the resolution is passed, the provisions of the policy will apply until they are next put to
shareholders for renewal of that approval, which must be at intervals of not more than three years, or if the Remuneration Policy is varied, in which
event Shareholder approval for the new Remuneration Policy will be sought.
The policy applies to the Non-executive Directors; the Company has no Executive Directors or employees.
REMUNERATION POLICY OVERVIEW
The Board currently comprises three Directors, all of whom are Non-Executive. The Board’s policy is that the remuneration of Non-Executive
Directors should reflect the experience of the Board as a whole, be fair and be comparable with that of other relevant Venture Capital Trusts that are
similar in size and have similar investment objectives and structures. Furthermore, the level of remuneration should be sufficient to attract and retain
the Directors needed to oversee the Company properly and to reflect the specific circumstances of the Company, the duties and responsibilities of
the Directors and the value and amount of time committed to the Company’s affairs. The articles of association provide that the Directors shall be
paid in aggregate a sum not exceeding £100,000 per annum. None of the Directors are eligible for bonuses, pension benefits, Share options, long-
term incentive schemes or other benefits in respect of their services as Non-Executive Directors of the Company. There are no planned changes to
the Remuneration Policy last approved by Shareholders at the 2020 AGM. A resolution to approve the Directors’ Remuneration Policy will be
proposed at the AGM of the Company to be held on 19 July 2023.
CONSIDERATION OF REMUNERATION
The Board does not have a separate Remuneration Committee, as the Company has no employees or executive directors. The Board has not
retained external advisers in relation to remuneration matters but has access to information about Directors’ fees paid by other companies of a
similar size and type. As such, the Board as a whole will consider the remuneration of the Directors, however no director is involved in determining
their own remuneration. The Board will review the remuneration of the Directors in line with the VCT industry on an annual basis, if thought
appropriate. Otherwise, only a change in responsibilities is likely to incur a change in remuneration of any one Director or the remuneration policy
itself.
DIRECTORS’ SERVICE CONTRACTS
The Directors are engaged under letters of appointment and do not have service contracts with the Company.
DIRECTORS’ TERM OF OFFICE
The Directors’ letters of appointment provide for three months written notice to be given by either party. Each Director will be subject to annual
re-election by Shareholders at the Company’s Annual General Meeting in each financial year.
POLICY ON PAYMENT FOR LOSS OF OFFICE
A Director who ceases to hold office is not entitled to receive any payment other than accrued fees (if any) for past services.
CONSIDERATION OF SHAREHOLDER VIEWS
The Company is committed to ongoing Shareholder dialogue and takes an active interest in voting outcomes. Where there are substantial votes
against resolutions in relation to Directors’ remuneration, the Company will seek the reasons for any such vote and will detail any resulting actions in
the Directors’ Remuneration Report. No views which are relevant to the formulation of the Directors’ remuneration policy have been expressed to
the Company by Shareholders, whether at a general meeting or otherwise.
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Future Policy Table
The Directors are entitled only to the fees as set out in the table below. No element of Directors’ remuneration is subject to performance factors.
There are no other fees payable to the Directors for additional services outside of their contracts.
Component
How it Operates
Maximum Fee
Link to Strategy
Provisions to
Recover or
Withhold Sums
Annual Fee
Each Director receives
a basic fee which is
paid on a quarterly
basis.
The total aggregate fees that can be
paid to the Directors is calculated in
accordance with the articles of
association.
The level of the annual fee has been
set to attract and retain high calibre
Directors with the skills and
experience necessary for the role.
The fee has been benchmarked
against companies of a similar size.
There are no
provisions to
recover or
withhold sums.
Other benefits
The Directors shall be
entitled to be repaid
expenses.
Article 89 of the Company’s Articles of
Association permits for any director to
be repaid reasonable expenses incurred
in attending or returning from meetings
of the Board, committees of the Board
or Shareholder meetings or otherwise in
connection with the performance of their
duties as Directors of the Company.
In line with market practice, the
Company will reimburse the
Directors for expenses to ensure that
they are able to carry out their duties
effectively.
\ ANNUAL REMUNERATION REPORT
DIRECTORS’ FEES
Details of each Director’s contract is shown below. Following a remuneration benchmarking exercise, the Board agreed in the period to increase
Director fees effective 1 August 2022 to ensure that the Company can retain and attract Directors of the requisite merit, and with the skills,
knowledge and experience required for the role. The increase in remuneration is in line with the size of the Company and Director fees of
comparable companies. The Audit Committee Chair is entitled to an additional £2,000 and the Chair is paid an additional £5,000 to reflect the
additional responsibilities of their role. The increase in Directors’ remuneration is in line with the Company’s remuneration policy.
Date of Contract
Unexpired term of
contract
Annual rate of
Directors’
fees* (£)
Policy on payment for
loss of office
Jane Owen, Chair
23-Sep-10
none
25,000
none
Chad Murrin
23-Sep-10
none
20,000
none
Julian Bartlett
08-Feb-22
none
22,000
none
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SINGLE TOTAL FIGURE (AUDITED INFORMATION)
The fees paid to Directors in respect of the year ended 28 February 2023 and the prior year are shown below:
Emoluments for
the year ended
28 February
2023*
% Change
from
2022-2023
Emoluments for
the Year ended
28 February
2022
% Change
from
2021-2022
Emoluments for
the Year ended
28 February
2021
Emoluments for
the Year ended
28 February
2020
Emoluments for
the Year ended
28 February
2019
£
%
£
%
£
£
£
Jane Owen, Chair
24,000
7
22,500
–
22,500
22,500
17,500
Chad Murrin
19,000
6
18,000
–
18,000
18,000
15,000
Tim Clarke*
6,600
n/a
18,000
–
18,000
18,000
15,000
Julian Bartlett*
20,300
n/a
1,038
n/a
n/a
n/a
n/a
69,900
59,538
2
58,500
58,500
47,500
Employer’s NI
contributions
250
–
435
1,499
112
Total emoluments
70,150
59,538
58,935
59,999
47,612
* On 8 February 2022, Julian Bartlett was appointed as a Non-Executive Director while Tim Clarke stepped down from his position as Non-Executive Director on
14 July 2022.
None of the Directors are eligible for bonuses, pension benefits, Share options, long-term incentive schemes or other benefits in respect of their
services as Non-Executive Directors of the Company.
Information required on executive Directors, including the Chief Executive Officer and employees has been omitted because the Company has
neither and therefore it is not relevant.
Directors’ emoluments compared to payments to Shareholders:
Unaudited
28 February 2023
28 February 2022
£’000
£’000
Total Dividends paid/payable
8,123
4,249
Total Directors’ emoluments
70
60
DIRECTORS’ SHARE INTERESTS (AUDITED INFORMATION)
At 28 February 2023, Jane Owen held 24,624 A Shares, 24,378 B Shares and 82,563 Venture Shares (2022: 24,624 A Shares, 24,378 B Shares and
73,086 Venture Shares).
Chad Murrin held 24,874 A Shares, 24,624 B Shares and 48,291 Venture Shares (2022: 24,874 A Shares, 24,624 B Shares and 46,938 Venture
Shares).
Julian Bartlett held 36,413 Venture Shares (2022: nil).
No other connected parties to the Directors held any Shares at 28 February 2023 (2022: nil). Any Shares owned by the Directors were purchased at
the same price offered to investors. There are no requirements or restrictions on Directors holding Shares in the Company.
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COMPANY PERFORMANCE
The following performance charts compare the Total Return of the Venture Share Class over the period from 1 March 2017 to 28 February 2023 with
the Total Return from notional investments in the FTSE All-Share index and FTSE Small-Cap index over the same period. The indices chosen are
considered to be the most appropriate broad equity markets for comparative purposes.
Investors should be reminded that Shares in Venture Capital Trusts generally continue to trade at a discount to the NAV of the Company.
The Total Return does not include the initial 30% tax relief available to investors.
Venture Share Net Asset Value Total Return since launch against the FTSE Small-Cap Index Total Return
and FTSE All Share Index Total Return
70.00
80.00
90.00
100.00
110.00
120.00
130.00
140.00
150.00
01-Aug-19
01-Feb-20
01-Aug-20
01-Feb-21
01-Aug-21
01-Feb-22
01-Aug-22
01-Feb-23
Total return (p)
Venture Ordinary Share NAV Total Return rebased to 100p at launch
FTSE Small-Cap Total return rebased to 100p at launch
FTSE All Share Total return rebased to 100p at launch
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These charts have been prepared in accordance with Part 3 to Schedule 8 of the Companies Act 2006. The Company measures its performance
against its target returns as detailed in the Strategic Report.
As highlighted above, the charts do not take into account the tax benefit of investing in a VCT.
STATEMENT OF VOTING AT THE ANNUAL GENERAL MEETING
The resolutions to approve the Directors’ Remuneration Report was passed at the Annual General Meeting on 14 July 2022 and the Directors’
Remuneration Policy was passed at the Annual General Meeting on 9 July 2020. Details of the proxy votes in respect of the resolutions are as set out
below:
Voting for
Voting Against
Vote Withheld
Remuneration Report
98.32%
1.68%
0%
Remuneration Policy
99.47%
0.53%
0%
During the year, the Company did not receive any communications from Shareholders specifically regarding Directors’ pay.
JANE OWEN
Chair
7 June 2023
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The Directors are pleased to present the Directors’ Report for the year
ended 28 February 2023.
The information that fulfils the requirements of the Corporate
Governance statement in accordance with rule 7.2 of the DTR can be
found in this Directors’ report on pages 70 to 73 and in the Corporate
Governance report on pages 55 to 59 all of which is incorporated into
this Directors’ report by reference.
\ DIRECTORS
The Directors of the Company during the year were Jane Owen, Chad
Murrin, Tim Clarke and Julian Bartlett. Tim Clarke resigned as Non-
Executive Director on 14 July 2022.
\ PRINCIPAL ACTIVITY AND
STATUS
The principal activity of the Company is that of a Venture Capital Trust
(“VCT”) and its main activity is venture capital investment and
management.
The Company has been approved as a VCT by HMRC, in accordance
with Section 274 of the Income Tax Act 2007 and, in the opinion of
the Directors, has conducted its affairs so as to enable it to continue
to obtain such approval. In order to maintain its status under VCT
legislation, a VCT must comply on a continuing basis with the
provisions of Section 274 and further details can be found on
page 72.
The Company is registered in England as a Public Limited Company
(Registration number 07324448) and its Shares are listed on the main
market of the London Stock Exchange.
The Company was not at any time up to the date of this report a close
company within the meaning of S439 of the Corporation Tax Act
2010.
\ POST BALANCE SHEET EVENTS
Details of post balance sheet events can be seen in note 23 to the
Financial Statements.
\ DIRECTORS’ INDEMNITY
The Company has indemnified Directors against certain liabilities
within its Articles of Association which may be incurred in the
execution of their office. This indemnity remains in force as at the
date of this report and will also indemnify any new directors that join
the Board. The Company has, as permitted by Section 233 of the
Companies Act 2006, maintained insurance cover on behalf of the
Directors and Company Secretary, indemnifying them against certain
liabilities which may be incurred by them in relation to the execution
of their office.
\ RESEARCH AND DEVELOPMENT
No expenditure on research and development was made during the
year (2022: Nil).
\ MANAGEMENT
TPIM acts as Investment Manager to the Company and has done since
incorporation.
To align its interests with Shareholders, TPIM earns a performance fee
for the Venture Share Class if the total return (net asset value plus
distributions made) to holders of the Venture Shares exceeds their net
initial subscription price by an annual threshold of 3% per annum,
calculated on a compound basis. To the extent that the total return
exceeds the threshold over the relevant period then a performance
incentive fee of 20% of the excess is payable to TPIM. In addition, TPIM
earned a performance fee for the A Share Class of 20% on distributions
exceeding 100 pence per share. The other principal terms of the
Company’s management agreement with TPIM are set out in note 5 to
the Financial Statements.
The Board has evaluated the performance of the Investment Manager
and reviewed the management contract. As required by the Listing
Rules, the Directors confirm that in their opinion the continuing
appointment of TPIM as Investment Manager on the terms agreed is in
the best interests of the Shareholders as a whole. In reaching this
conclusion the Directors have taken into account the performance of the
Company, other VCTs managed by TPIM, and the service provided by
TPIM to the Company.
Directors’ Report
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\ SUBSTANTIAL
SHAREHOLDINGS
As at the date of this report no disclosures of major shareholdings had
been made to the Company under Disclosure and Transparency rule 5
(Vote Holder and Issuer Notification Rules).
\ SHARE PRICE DISCOUNT
POLICY
The Company has a share buy-back facility, committing to buy back
Shares at no more than a 5% discount to the prevailing NAV, subject to
the Directors’ discretion, and approval by shareholders at the AGM.
Shareholders should note that if they sell their Shares within five years of
subscription, they forfeit any tax relief obtained. If you are considering
selling your Shares, please contact the Investment Manager on
020 7201 8989.
\ PURCHASE OF OWN SHARES
During the year, the Company purchased for cancellation, 209,706
Venture Shares.
The Directors may exercise on behalf of the Company its powers to
purchase its own Shares to the extent permitted by Shareholders and
the articles of association.
\ STREAMLINED ENERGY AND
CARBON REPORTING
The Company has outsourced operations to third parties and has no
significant greenhouse gas emissions from its direct operations and so
qualifies as a low energy user at under 40,000kWh and is therefore
exempt from disclosures on greenhouse gas emissions and energy
consumption.
During the year under review, the Company had investments in
renewable energy, through its investment in a hydroelectric company. It
also had investments in two companies which operate gas fired energy
centres. These investments have now been exited.
\ SHARE CAPITAL
As at 28 February 2023 the Company’s issued Share capital amounted
to 59,256,326, consisting of 9,777,285 A Shares of 1p each, 6,758,795
B shares of 1p each and 42,720,246 Venture Shares of 1p each. As at
that date none of the issued Shares were held by the Company as
treasury Shares.
As at 7 June 2023 the Company’s issued Share capital amounted to
51,270,715 Venture Shares of 1p each. As at that date none of the
issued Shares were held by the Company as treasury Shares.
There are no restrictions on the transfer of securities in the Company
other than the Company’s Share Dealing Code and other certain
restrictions which may be impaired by law, for example, the Market
Abuse Regulation.
The Company is not aware of any agreements between holders of
securities that may result in restrictions on transferring securities in the
Company. There are no securities of the Company carrying special
rights with regards to the control of the Company in issue.
\ ANNUAL GENERAL MEETING
The 2022 annual general meeting will be held on 19 July 2023.
\ AMENDMENT OF ARTICLES OF
ASSOCIATION
The Company’s articles of association may be amended by the
members of the Company by special resolution (requiring a majority
of at least 75% of the persons voting on the relevant resolution).
\ APPOINTMENT AND
REPLACEMENT OF DIRECTORS
A person may be appointed as a Director of the Company by the
Shareholders in general meeting by ordinary resolution (requiring a
simple majority of the persons voting on the relevant resolution) or by
the Directors. No person, other than a Director retiring by rotation or
otherwise, shall be appointed or re-appointed a Director at any
general meeting unless he is recommended by the Directors or, not
less than seven nor more than 42 clear days before the date
appointed for the meeting, notice is given to the Company of the
intention to propose that person for appointment or re-appointment
in the form and manner set out in the Company’s articles of
association.
Each Director who is appointed by the Directors (and who has not
been elected as a Director of the Company by the members at a
general meeting held in the interval since his appointment as a
Director of the Company) is to be subject to election as a Director of
the Company by the members at the first Annual General Meeting of
the Company following his or her appointment. Thereafter all
Directors are subject to re-election at each Annual General Meeting
of the Company.
A person also ceases to be a Director if he or she resigns in writing,
ceases to be a Director by virtue of any provision of the Companies
Act 2006, becomes prohibited by law from being a Director, becomes
bankrupt or is the subject of a relevant insolvency procedure, or
becomes of unsound mind, or if the Board so decides following at
least six months’ absence without leave or if he or she becomes
subject to relevant procedures under the mental health laws, as set
out in the Company’s articles of association.
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\ POWERS OF THE DIRECTORS
Subject to the provisions of the Companies Act, the memorandum
and articles of association of the Company and any directions given
by Shareholders by special resolution, the articles of association
specify that the business of the Company is to be managed by the
Directors, who may exercise all the powers of the Company, whether
relating to the management of the business or not.
\ CONFLICTS OF INTERESTS
The Directors review the disclosure of conflicts of interest quarterly,
with changes reviewed and noted at the beginning of each Board
meeting. A Director who has a potential conflict of interest has the
interest authorised and acknowledged by the Board. Procedures to
disclose and authorise conflicts have been adhered to throughout the
year.
\ DIRECTORS’
RESPONSIBILITIES
The Directors confirm that:
•
so far as each of the Directors is aware there is no relevant
audit information of which the Company’s auditor is unaware;
and
•
the Directors have taken all steps that they ought to have
taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the auditor is
aware of that information.
\ AUDITOR
BDO LLP is the appointed auditor of the Company and offer
themselves for reappointment. In accordance with section 489 (4) of
the Companies Act 2006 a resolution to reappoint BDO LLP as
auditor and to authorise the Directors to fix their remuneration will be
proposed at the forthcoming Annual General Meeting.
\ GOING CONCERN
After making the necessary enquiries, the Directors confirm that they
are satisfied that the Company has adequate resources to continue in
business for at least the next 12 months from the date of approval of
these financial statements. The Board receives regular reports from
the Investment Manager, and the Directors believe that, as no
material uncertainties leading to significant doubt about going
concern have been identified, it is appropriate to continue to apply
the going concern basis in preparing the Financial Statements.
Further information on the Going Concern of the Company can be
found in the Strategic report on pages 22 to 23 and note 2 to the
financial statements on pages 87 to 90.
\ ANNUAL REPORT
The Board is of the opinion that the Annual Report, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for Shareholders to assess the position, performance,
strategy and business model of the Company.
The Board recommends that the Annual Report, the Report of the
Directors and the Independent Auditor’s Report for the year ended
28 February 2023 are received and adopted by the Shareholders. A
resolution concerning this will be proposed at the forthcoming Annual
General Meeting.
\ VCT REGULATION
The Investment Policy is designed to ensure that the Company
continues to qualify and is approved as a VCT by HMRC. In order to
maintain its status under Venture Capital Trust legislation, a VCT must
comply on a continuing basis with the provisions of section 274 of the
Income Tax Act 2007 as follows:
(1)
the Company’s income must be derived wholly or mainly from
shares and securities;
(2)
at least 80% of the HMRC value of its investments must have
been represented throughout the year by shares or securities
that are classified as “qualifying holdings”;
(3)
at least 70% by HMRC value of its total qualifying holdings must
have been represented throughout the year by holdings of
“eligible shares”;
(4)
at least 30% of funds raised in accounting periods beginning on
or after 6 April 2018 must be invested in qualifying holdings by
the anniversary of the end of the accounting period in which
funds were raised;
(5)
at the time of investment, or addition to an investment, the
Company’s holdings in any one company must not have
exceeded 15% by HMRC value of its investments;
(6)
the Company must not have retained greater than 15% of its
income earned in the year from shares and securities;
(7)
the Company’s shares throughout the year must have been
listed on a regulated European market;
(8)
an investment in any company must not cause that company to
receive more than £5 million in State aid risk finance in the 12
months up to date of the investment, nor more than £12 million
in total (the limits are £10 million and £20 million respectively for
a “knowledge intensive” company);
(9)
the Company must not invest in a company whose trade is more
than seven years old (ten years for a “knowledge intensive”
company) unless the company previously received State and risk
finance in its first seven years, or the company is entering a new
market and a turnover test is satisfied;
(10)
the Company’s investment in a company must not be used to
acquire another business, or shares in another company; and
(11)
the Company may only make qualifying investments or certain
non-qualifying investments permitted by section 274 of the
Income Tax Act 2007.
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\ ENVIRONMENT
The management and administration of the Company is undertaken
by the Investment Manager. TPIM recognises the importance of its
environmental responsibilities, monitors its impact on the
environment, and designs and implements policies to reduce any
damage that might be caused by its activities. Initiatives designed to
minimise the Company’s impact on the environment include recycling
and reducing energy consumption.
\ ANTI-BRIBERY POLICY
The Company will not tolerate bribery under any circumstances in any
transaction in which the Company is involved.
TPIM reviews the anti-bribery policies and procedures of all portfolio
companies.
\ ENVIRONMENTAL, SOCIAL,
EMPLOYEE AND HUMAN RIGHTS
ISSUES
As the Company has no employees, it does not maintain specific
policies in relation to these matters. Due to the nature of the
Company’s activities, there being no employees and only three Non-
Executive Directors, there are no Human Rights issues to report. Its
investment in a company engaged in energy generation from
renewable sources contributed to a reduction in carbon emissions.
\ DIVERSITY
The Board of Directors comprises one female and two male Directors.
The Company does not have any employees or office space. As such
the Company does not operate a diversity policy with regards to any
administrative, management and supervisory functions.
\ EMPLOYEES
The Company has no employees and accordingly no requirement to
separately report on this area.
The Investment Manager is an equal opportunities employer who
respects and seeks to empower each individual and the diverse
cultures, perspectives, skills and experiences within its workforce. The
Investment Manager places great importance on company culture
and the wellbeing of its employees and considers various initiatives
and events to support a positive work environment.
\ INVESTMENT
AND CO-INVESTMENT
The Company co-invests with other venture capital trusts and funds
managed by TPIM.
\ MATTERS COVERED IN THE
STRATEGIC REPORT
The information that fulfils the reporting requirements relating to the
following matters can be found on the pages identified.
Matter
Page
Reference
Future Developments
7 to 13
Financial risk management objectives
95 to 96
Information on exposure to price risk, liquidity risk and cashflow risk
20
JANE OWEN
Chair
7 June 2023
74
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Financial Statements
Other Information
Triple Point VCT 2011 PLC
The Directors are responsible for preparing the Annual Report and the
financial statements in accordance with UK adopted international
accounting standards and applicable law and regulations.
Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors are required to
prepare the Company financial statements in accordance with UK
adopted international accounting standards. Under company law the
Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the
Company and of the profit or loss for the Company for that period.
In preparing these financial statements, the Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and accounting estimates that are
reasonable and prudent;
•
state whether they have been prepared in accordance with UK
adopted international accounting standards, subject to any
material departures disclosed and explained in the financial
statements;
•
prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business;
•
prepare a Directors’ report, a strategic report and Directors’
remuneration report which comply with the requirements of
the Companies Act 2006.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that the
financial statements comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the company
and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities. The Directors are
responsible for ensuring that the Annual Report and accounts, taken
as a whole, are fair, balanced, and understandable and provides the
information necessary for Shareholders to assess the Company’s
performance, business model and strategy.
The Directors are responsible for ensuring the Annual Report and the
financial statements are made available on a website. Financial
statements are published on the company’s website in accordance
with legislation in the United Kingdom governing the preparation and
dissemination of financial statements, which may vary from legislation
in other jurisdictions. The maintenance and integrity of the company’s
website is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of the financial
statements contained therein.
The Directors have delegated the hosting and maintenance of the
Company’s website content to the Investment Manager and its
materials are published on the Triple Point website www.triplepoint.
co.uk. Legislation in the United Kingdom governing the preparation
and dissemination of Financial Statements may differ from legislation
in other jurisdictions.
DIRECTORS’ RESPONSIBILITIES
PURSUANT TO DTR4
The Directors confirm to the best of their knowledge:
•
the financial statements have been prepared in accordance
with the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position and
profit and loss of the Company; and
•
the Annual Report includes a fair review of the development
and performance of the business and the financial position of
the Company, together with a description of the principal risks
and uncertainties that they face.
On behalf of the Board.
JANE OWEN
Chair
7 June 2023
Directors’ Responsibility
Statement
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\ OPINION ON THE FINANCIAL
STATEMENTS
In our opinion the financial statements:
•
give a true and fair view of the state of the Company’s affairs
as at 28 February 2023 and of its loss for the year then ended;
•
have been properly prepared in accordance with UK adopted
international accounting standards; and
•
have been prepared in accordance with the requirements of
the Companies Act 2006.
We have audited the financial statements of Triple Point VCT 2011 Plc
(the ‘Company’) for the year ended 28 February 2023 which comprise
the Statement of Comprehensive Income, the Balance Sheet, the
Statement of Changes in Shareholder’s Equity, the Statement of Cash
Flows and notes to the financial statements, including a summary of
significant accounting policies. The financial reporting framework that
has been applied in their preparation is applicable law and UK
adopted international accounting standards.
\ BASIS FOR OPINION
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion. Our audit opinion is
consistent with the additional report to the audit committee.
INDEPENDENCE
Following the recommendation of the audit committee, we were
appointed by the directors on 9 November 2017 to audit the financial
statements for the year ended 28 February 2018 and subsequent
financial periods. The period of total uninterrupted engagement
including retenders and reappointments is six years, covering the years
ended 28 February 2018 to 28 February 2023. We are independent of
the Company in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed public interest entities, and
we have fulfilled our other ethical responsibilities in accordance with
these requirements. The non-audit services prohibited by that standard
were not provided to the Company.
\ CONCLUSIONS RELATING TO
GOING CONCERN
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation
of the Directors’ assessment of the Company’s ability to continue to
adopt the going concern basis of accounting included:
•
Obtaining the VCT compliance reports (prepared by
management’s expert) during the year and as at year end and
reviewing the calculations therein to check
that the Company
was meeting its requirements to retain VCT status;
•
Consideration of the Company’s expected future compliance
with VCT legislation, the absence of bank debt, contingencies
and commitments and any market or reputational risks;
•
Reviewing the forecasted cash flows that support the Directors’
assessment of going concern, challenging assumptions and
judgements made in the forecasts, and assessing them for
reasonableness. In particular, we considered the available cash
resources relative to the forecast expenditure which was
assessed against the prior year for reasonableness; and
•
Evaluating the Directors’ method of assessing the going
concern in light of market volatility and the present
uncertainties in the global and local economic recovery.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that, individually
or collectively, may cast significant doubt on the
Company’s ability to
continue as a going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
In relation to the Company’s reporting on how it has applied the UK
Corporate Governance Code, we have nothing material to add or draw
attention to in relation to the Directors’ statement in the financial
statements about whether the Directors considered it appropriate to
adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect
to going concern are described in the relevant sections of this report.
Independent
Auditor’s Report
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\ OVERVIEW
2023
2022
Key audit matters
Valuation of unquoted investments
Yes
Yes
Materiality
Company financial statements as a whole £876,000 (2022:£700,000) based on 2% (2022: 2%) of Net assets.
\ AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal control, and
assessing the risks of material misstatement in the financial statements.
We also addressed the risk of management override of internal controls,
including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement.
\ KEY AUDIT MATTER
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which
had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These
matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter
How the scope of our audit addressed the key audit matter
Valuation of
Unquoted
Investments
See note 11
and note 17
and
accounting
policy on
page 88
100% of the underlying
investment portfolio is
represented by unquoted
equity and loan stock and
are held by the venture
share class. There is a high
level of estimation
uncertainty involved in
determining the unquoted
equity and loan stock
investment valuations.
The Investment Manager’s
fee and Performance fees
are based on the value of
the net assets of the VCT
(Performance fees based
on Venture class investment
net assets). The Investment
Manager is responsible for
preparing the valuation of
investments which are
reviewed and approved by
the Board. Notwithstanding
this review, there is a
potential risk of
misstatement in the
investment valuations.
We have therefore
determined the valuation
of unquoted investments to
be a key audit matter.
For all the venture investments (representing 99% of the portfolio), we have tested all the unquoted
investments and performed the following procedures:
•
Agreed inputs to valuations to third party data such as board packs of underlying investee
companies where appropriate;
•
Considered and verified the valuation methodology used for investments valuation is as per
the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines and IFRS 13
– Fair Value Measurement (“IFRS 13”);
•
Re-performed the calculation of the investment value attributable to the Company;
•
Verified and benchmarked key inputs and estimates to independent information and our own
research;
•
For investments held at the price of recent transaction (i.e recent purchase or funding round),
we obtained evidence of the transaction price and considered whether the terms of the
transaction are relevant and form a basis for the fair value at the year end, considering the
investment manager’s assessment of progress against milestones;
•
Considered the economic environment in which the investment operates to identify factors
that could impact the investment valuation.
In respect of the investment valued using discounted cash flow models (“DCF”) (representing 1% of
the portfolio), we have tested the investment and performed the following specific procedures:
•
Considered the appropriatness of the overall fair value and valuation movement in the period
by reviewing and challenging the key assumptions including discount factors, inflation, asset
life, and power price applied by benchmarking to available industry data and verifying these
to supporting evidence;
•
With the use of our internal valuations experts we assessed the appropriateness of the
assumptions, including the discount rate, inflation and power price;
•
Used spreadsheet analysis tools to assess the integrity of the models;
•
Vouched cash balance and other working capital balances to bank statements and investee
company management accounts;
•
Performed sensitivity analysis by adjusting certain key inputs in order to calculate a
reasonable range of possible valuations where appropriate; and
•
Considered the accuracy of forecasting by comparing previous forecasts to actual results.
Key Observations:
Based on the procedures performed, we consider the estimates and judgements made in the
valuation of unquoted investments to be appropriate.
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\ OUR APPLICATION OF
MATERIALITY
We apply the concept of materiality both in planning and performing
our audit, and in evaluating the effect of misstatements.
We consider
materiality to be the magnitude by which misstatements, including
omissions, could influence the economic decisions of reasonable
users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that
any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing
needed. Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular circumstances of
their occurrence, when evaluating their effect on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole and performance materiality as follows:
Company financial statements
2023
2022
Materiality
£876,000
£700,000
Basis for
determining
materiality
2 % of Net assets
Rationale for the
benchmark
applied
In setting materiality, we have had regard to
the nature and disposition of the investment
portfolio. Given that the VCT’s portfolio is
comprised of unquoted investments which
would typically have a wider spread of
reasonable alternative possible valuations, we
have applied a percentage of 2% of net assets.
Performance
materiality
£657,000
£525,000
Basis for
determining
performance
materiality
75% of materiality
Rationale for the
percentage
applied for
performance
materiality
The level of performance materiality applied
was set after having considered a number of
factors including the expected total value of
known and likely misstatements and the level
of transactions in the year.
SPECIFIC MATERIALITY
We determined that for Revenue return before tax, a misstatement of
less than materiality for the financial statements as a whole, specific
materiality, could influence users of the financial statements as it is a
measure of the Company’s performance of income generated from its
investments after expenses. As a result, we determined a specific
materiality for those items impacting revenue return of £88,000
(2022: £45,000) based on 5% of total expenditure (2022: 5% of total
expenditure excluding certain one off expenditure on disposal of
Hydro assets etc.).
REPORTING THRESHOLD
We agreed with the Audit Committee that we would report to them
all individual audit differences in excess of £18,000 (2022:£14,000).
We also agreed to report differences below this threshold that, in our
view, warranted reporting on qualitative grounds.
OTHER INFORMATION
The directors are responsible for the other information. The other
information comprises the information included in the Annual Report
other than the financial statements and our auditor’s report thereon.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance conclusion
thereon. Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are
required to report that fact.
We have nothing to report in this regard.
CORPORATE GOVERNANCE
STATEMENT
The Listing Rules require us to review the Directors’ statement in
relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit.
GOING CONCERN AND LONGER-TERM
VIABILITY
•
The Directors’ statement with regards to the appropriateness
of adopting the going concern basis of accounting and any
material uncertainties identified set out on page 22; and
•
The Directors’ explanation as to their assessment of the
Company’s prospects, the period this assessment covers and
why the period is appropriate set out on page 22.
OTHER CODE PROVISIONS
•
Directors’ statement on fair, balanced and understandable set
out on page 63;
•
Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 20;
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•
The section of the annual report that describes the review of
effectiveness of risk management and internal control systems
set out on pages 58 to 59; and
•
The section describing the work of the audit committee set
out on page 60.
\ OTHER COMPANIES ACT 2006
REPORTING
Based on the responsibilities described below and our work
performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and
matters as described below.
STRATEGIC REPORT AND DIRECTORS’
REPORT
In our opinion, based on the work undertaken in the course of the
audit:
•
the information given in the Strategic report and the Directors’
report for the financial year for which the financial statements
are prepared is consistent with the financial statements; and
•
the Strategic report and the Directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and
its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the
Directors’ report.
DIRECTORS’ REMUNERATION
In our opinion, the part of the Directors’ remuneration report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
MATTERS ON WHICH WE ARE REQUIRED
TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to you
if, in our opinion:
•
adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches
not visited by us; or
•
the financial statements and the part of the Directors’
remuneration report to be audited are not in agreement with
the accounting records and returns; or
•
certain disclosures of Directors’ remuneration specified by law
are not made; or
•
we have not received all the information and explanations we
require for our audit.
\ RESPONSIBILITIES OF
DIRECTORS
As explained more fully in the Directors’ Responsibility Statement, the
Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
\ AUDITOR’S
RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL
STATEMENTS
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
EXTENT TO WHICH THE AUDIT
WAS CAPABLE OF DETECTING
IRREGULARITIES, INCLUDING FRAUD
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in
respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is
detailed below:
NON-COMPLIANCE WITH LAWS AND REGULATIONS:
Based on:
•
Our understanding of the legal and regulatory framework
applicable to the Company and the industry in which it
operates;
•
Discussion with management and those charged with
governance;
•
Obtaining an understanding of the control environment in
monitoring compliance with laws and regulations;
79
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2023 Annual Report
we considered the significant laws and regulations to include (but not
limited to) compliance with the Companies Act 2006, the FCA listing
and DTR rules, the principles of the UK Corporate Governance Code,
industry practice represented by the Statement of Recommended
practice: Financial Statements of Investment Trust Companies and
Venture Capital Trusts (“the SORP”) and the applicable financial
reporting framework. We also considered the Company’s qualification
as a VCT under UK tax legislation.
OUR PROCEDURES IN RESPECT OF THE ABOVE
INCLUDED:
•
Agreement of the financial statement disclosures to underlying
supporting documentation;
•
Obtaining the VCT compliance reports (prepared by
management’s expert) during the year and as at year end and
reviewing their calculations to check that the Company was
meeting its requirements to retain VCT status;
•
Involvement of tax experts in the audit;
•
Reviewing minutes of board meetings and legal
correspondence and legal & professional fee invoices
throughout the period for instances of non-compliance with
laws and regulations.
FRAUD
We assessed the susceptibility of the financial statements to material
misstatement, including fraud. Our risk assessment procedures
included:
•
Enquiry with management and those charged with governance
(including Audit Committee) regarding any known or
suspected instances of fraud;
•
Obtaining an understanding of the Company’s policies and
procedures relating to:
a)
Detecting and responding to the risks of fraud; and
b)
Internal controls established to mitigate risks related to
fraud.
•
Review of minutes of meeting of those charged with
governance for any known or suspected instances of fraud;
•
Discussion amongst the engagement team as to how and
where fraud might occur in the financial statements; and
•
Performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
Based on our risk assessment, we considered the areas most
susceptible to fraud to be the valuation of unquoted investments and
management override of controls.
Our tests included, but were not limited to:
•
The procedures set out in the Key Audit Matters section
above;
•
Obtaining independent evidence to support the ownership of
investments;
•
Recalculating investment management fees in total;
•
Obtaining confirmation of cash and cash equivalent balances
;
and
•
Testing journals which met a defined risk criteria by agreeing
to supporting documentation and evaluating whether there
was evidence of bias by the Investment Manager and Directors
that represented a risk of material misstatement due to fraud.
We also communicated relevant identified laws and regulations and
potential fraud risks to all engagement team members who were all
deemed to have appropriate competence and capabilities and
remained alert to any indications of fraud or non-compliance with laws
and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material
misstatement in the financial statements, recognising that the risk of
not detecting a material misstatement due to fraud is higher than the
risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery, misrepresentations
or through collusion. There are inherent limitations in the audit
procedures performed and the further removed non-compliance with
laws and regulations is from the events and transactions reflected in
the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the
Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities.
This description forms part of our auditor’s
report.
\ USE OF OUR REPORT
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose.
To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have
formed.
ELIZABETH HOOPER
(Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
7 June 2023
BDO LLP is a limited liability partnership registered in England and
Wales (with registered number OC305127).
Financial
Statements
 
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Other Information
28 February 2023
28 February 2022
Note
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Investment income
4
213
–
213
235
–
235
Realised gains/(losses) on
investment
–
1,013
1,013
–
(334)
(334)
Investment holding (losses)/gains
–
(826)
(826)
–
7,453
7,453
Investment return/(loss)
213
187
400
235
7,119
7,354
Investment management fees
5
113
1,014
1,127
403
135
538
Other expenses
6
638
–
638
774
774
Performance Fee
5
–
–
–
-
1,066
1,066
751
1,014
1,765
1,177
1,201
2,378
(Loss)/profit before taxation
(538)
(827)
(1,365)
(942)
5,918
4,976
Taxation
9
–
–
–
(58)
(15)
(73)
(Loss)/profit after taxation
(538)
(827)
(1,365)
(1,000)
5,903
4,903
Other comprehensive income
–
–
–
–
–
–
Total comprehensive (loss)/income
(538)
(827)
(1,365)
(1,000)
5,903
4,903
Basic & diluted earnings/(loss) per share (pence)
A Share
10
0.10p
(2.93p)
(2.83p)
0.46p
(3.17p)
(2.71)p
B Share
10
(1.44p)
33.75p
32.31p
(1.04p)
1.35p
0.31p
Venture Share
10
(1.17p)
(7.30p)
(8.47p)
(4.26p)
26.84p
22.57p
The total column of this statement is the Statement of Comprehensive Income of the Company prepared in accordance with UK-adopted
International Financial Reporting Standards (IFRS). The supplementary revenue return and capital columns have been prepared in accordance with
the Association of Investment Companies Statement of Recommended Practice (“AIC SORP”) in so far as it does not conflict with IFRS.
All revenue and capital items in the above statement derive from continuing operations.
This Statement of Comprehensive Income includes all recognised gains and losses.
The loss on investment includes £2.1m of gains resulting from prior year losses reversed on disposal. The realised gains are net of £0.9m of losses
realised this year on assets still to be disposed of.
The accompanying notes on pages 87 to 97 form an integral part of these statements.
Statement of
Comprehensive Income
For the year ended 28 February 2023
 
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28 February 2022
Note
£’000
£’000
Non-current assets
Financial assets at fair value through profit or loss
11
31,979
29,982
Current assets
Receivables
13
667
276
Cash and cash equivalents
14
18,222
6,247
18,889
6,523
Total assets
50,868
36,505
Current liabilities
Payables and accrued expenses
15
7,035
1,265
Current taxation payable
16
15
7,051
1,280
Net assets
43,817
35,225
Equity attributable to equity holders
Share capital
16
593
430
Share Premium
3,497
26,328
Share redemption reserve
9
7
Special distributable reserve
37,675
5,052
Capital reserve
3,780
4,607
Revenue reserve
(1,737)
(1,199)
Total equity
43,817
35,225
Shareholders’ funds
Net asset value per A Share
18
1.00p
13.25p
Net asset value per B Share
18
1.00p
57.69p
Net asset value per Venture Share
18
102.17p
113.55p
The statements were approved by the Directors and authorised for issue on 7 June 2023 and are signed on their behalf by:
JANE OWEN
Chair
7 June 2023
The accompanying notes on pages 87 to 97 form an integral part of these statements.
Balance Sheet
At 28 February 2023
Company No: 07324448
 
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Issued
Capital
Share
Premium
Share
Redemption
Reserve
Special
Distributable
Reserve
Capital
Reserve
Revenue
Reserve
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Year ended 28 February 2023
Opening balance
430
26,328
7
5,052
4,607
(1,199)
35,225
Issue of share capital
165
18,587
–
–
–
–
18,752
Cost of issue of Shares
–
(461)
–
–
–
–
(461)
Share buybacks
(2)
–
2
(211)
–
–
(211)
Cancellation of Share premium
–
(40,957)
–
40,957
–
–
–
Dividends paid/payable
–
–
–
(8,123)
–
–
(8,123)
Transactions with owners
163
(22,831)
2
32,623
–
–
9,957
Loss before taxation
–
–
–
–
(827)
(538)
(1,365)
Taxation
–
–
–
–
–
–
–
Loss after taxation
–
–
–
–
(827)
(538)
(1,365)
Other comprehensive income
–
–
–
–
–
–
–
Total comprehensive loss for the period
–
–
–
–
(827)
(538)
(1,365)
Balance at 28 February 2023
593
3,497
9
37,675
3,780
(1,737)
43,817
The Capital Reserve consists of:
Investment holding gains
4,445
Other realised losses
(666)
3,779
Statement of Changes in
Shareholders’ Equity
For the year ended 28 February 2023
 
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Issued
Capital
Share
Premium
Share
Redemption
Reserve
Special
Distributable
Reserve
Capital
Reserve
Revenue
Reserve
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Year ended 28 February 2022
Opening balance
320
14,847
2
9,657
(1,296)
(199)
23,331
Issue of share capital
115
11,821
–
–
–
–
11,936
Cost of issue of Shares
–
(340)
–
–
–
–
(340)
Share buybacks
(5)
–
5
(356)
–
–
(356)
Dividends paid/payable
–
–
–
(4,249)
–
–
(4,249)
Transactions with owners
110
11,481
–
(4,605)
–
–
6,991
Profit/(loss) before taxation
–
–
–
–
5,918
(942)
4,976
Taxation
–
–
–
–
(15)
(58)
(73)
Profit/(loss) after taxation
–
–
–
–
5,903
(1,000)
4,903
Other comprehensive income
–
–
–
–
–
–
–
Total comprehensive profit/(loss) for the period
–
–
–
–
5,903
(1,000)
4,903
Balance at 28 February 2022
430
26,328
7
5,052
4,607
(1,199)
35,225
The Capital Reserve consists of:
Investment holding gains
5,272
Other realised losses
(665)
4,607
The capital reserve represents the proportion of Investment Management fees charged against capital and realised/unrealised gains or losses on the
disposal/revaluation of investments. The unrealised element of the capital reserve is not distributable.
The special distributable reserve was created on court cancellation of the Share premium account. The revenue reserve, realised capital reserve and
special distributable reserve are distributable by way of dividend.
At 28 February 2023 the total reserves available for distribution under the Companies Act are £35,273,000 (2022: £3,228,000). This consists of the
special distributable reserve less the realised capital loss and less the revenue loss.
At 28 February 2023 the total reserves available for distribution under the VCT rules are £3,560,976 (2022: £3,187,371). To maintain VCT status
amounts in the special distributable reserve are not distributable until after the 3rd accounting period following the relevant allotments of Share
capital.
 
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Statement of Cash Flows
For the year ended 28 February 2023
Year ended
28 February 2023
Year ended
28 February 2022
£’000
£’000
Cash flows from operating activities
Profit/(loss) before taxation
(1,365)
4,976
(Profit)/loss realised on investments during the period
(1,013)
334
(Gain)/loss arising on the revaluation of investments at the period end
826
(7,453)
Adjustment for: Interest on cash deposits
(66)
–
Cash flow utilised in operations
(1,618)
(2,143)
(Increase)/decrease in receivables
(391)
169
Increase in payables*
(488)
806
Cash flow (utilised in)/operating activities
(2,497)
(1,168)
Adjustment for non-cash items:
Increase/(decrease) in taxation
1
–
Net cash flows used in operating activities
(2,496)
(1,168)
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss
(11,381)
(8,988)
Disposal of financial assets at fair value through profit or loss
9,570
3,961
Interest on cash deposits:
66
Net cash flows used in investing activities
(1,745)
(5,027)
Cash flows from financing activities
Issue of Shares**
18,086
11,596
Buyback of Shares
(211)
(356)
Dividends paid
(1,659)
(4,249)
Net cash flows from financing activities
16,216
6,991
Net increase in cash and cash equivalents
11,975
796
Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at 1 March 2022
6,247
5,451
Net increase in cash and cash equivalents
11,975
796
Cash and cash equivalents at 28 February 2023
18,222
6,247
* Trade payables excluding dividend accrued
** Net of Share issue cost
and dividend re-investment
The accompanying notes on pages 87 to 97 form an integral part of these statements.
 
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Notes to the
Financial Statements
1. CORPORATE INFORMATION
The Financial Statements of the Company for the year ended
28 February 2023 were authorised for issue in accordance with a
resolution of the Directors on 7 June 2023.
The Company applied for listing on the London Stock Exchange on
24 December 2010.
Triple Point VCT 2011 plc is incorporated and domiciled in Great
Britain and registered in England and Wales. The address of the
Company’s registered office, which is also its principal place of
business, is 1 King William Street, London, EC4N 7AF.
The Company is required to nominate a functional currency, being
the currency in which the Company predominantly operates. The
functional and reporting currency is pounds sterling (£), reflecting the
primary economic environment in which the Company operates.
The principal activity of the Company is investment. The Company’s
investment strategy is to offer combined exposure to cash, or cash-
based funds and venture capital investments.
2.
BASIS OF PREPARATION AND
ACCOUNTING POLICIES
BASIS OF PREPARATION
The Financial Statements of the Company for the year to 28 February
2023 have been prepared in accordance with UK-adopted
international accounting standards and the applicable legal
requirements of the Companies Act 2006 and comply 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”) in July
2022.
The Financial Statements are prepared on a historical cost basis
except that investments are shown at fair value through profit or loss
(“FVTPL”).
GOING CONCERN
After making the necessary enquiries, the Directors confirm that they
are satisfied that the Company has adequate resources to continue in
business for at least 12 months from the date of approval of these
financial statements. The Board receives regular reports from the
Investment Manager and the Directors believe that, as no material
uncertainties leading to significant doubt about going concern have
been identified, it is appropriate to continue to apply the going
concern basis in preparing the Financial Statements.
At the Balance Sheet date, the Company had a cash Balance of £18.2
million. Following the period end, the Company has also raised
further capital of circa £9 million. Whilst 30% of this new fund raise
needs to be deployed in 12 months under VCT legislation, this still
leaves the Company a sufficient cash runway to continue to meet its
liabilities as they fall due. Other than Investment Management fees &
dividends, the Company has a low level of non-discretionary cash
outflows. Should cash flow come under pressure, the Company has
the option to suspend dividends and negotiate deferral of investment
management fees. The impact on the business of the Russia-Ukraine
invasion is set out further in the Chair’s statement on pages 6 to 13
and Investment Manager’s review on pages 26 to 35.
On this basis, the Directors believe the going concern basis is and
continues to be appropriate.
CRITICAL ACCOUNTING JUDGEMENTS
AND ESTIMATES
The preparation of Financial Statements in conformity with UK-
adopted IFRS requires management to make judgements, estimates
and assumptions that affect the application of policies and the
reported amounts of assets and liabilities, income and expenses. The
estimates and associated assumptions are based on historical
experience and various other factors believed to be reasonable under
the circumstances, the results of which form the basis of making the
judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from
these judgements.
The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities
relate to:
•
the valuation of unlisted financial investments held at fair value
through profit or loss, which are valued on the basis noted
below (under the heading Non-Current Asset Investments)
and in note 11;
•
the recognition or otherwise of accrued income on loan notes
and similar instruments granted to investee companies, which
are assessed in conjunction with the overall valuation of
unlisted financial investments as noted above; and
The key estimates made by Directors are in the valuation of non-
current assets and the assessment of unrealised losses. The estimates
and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in
which the estimate is revised if the revision affects that period or in
the period of revision and future periods if the revision affects both
current and future periods. The carrying value of investments is
disclosed in note 11.
 
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Useful lives of the Company’s Hydro investment are based on the
Investment Manager’s estimates of the period over which the assets
will generate revenue which are periodically reviewed for continued
appropriateness. Climate Change may have an impact on the
estimated useful life of these assets. The actual useful lives may be a
shorter or longer period depending on the actual operating
conditions experienced by the asset.
The Directors do not believe that there are any further key
judgements made in applying accounting policies or estimates in
respect of the Financial Statements.
ACCOUNTING POLICIES
These accounting policies have been applied consistently in
preparing these Financial Statements.
NEW AND AMENDED STANDARDS AND
INTERPRETATIONS
A number of new standards and amendments to standards are
effective for the annual periods beginning after 1 January 2023. None
of these are expected to have a significant effect on the measurement
of the amounts recognised in the financial statements of the
Company. The Company intends to adopt the standards and
interpretations in the reporting period when they become effective
and the Board does not anticipate that the adoption of these
standards and interpretations in future periods will materially impact
the Company’s financial results in the period of initial application
although there may be revised presentations to the financial
statements and additional disclosures.
NEW AND AMENDED STANDARDS AND
INTERPRETATIONS NOT APPLIED
The relevant new and amended standards and interpretations that are
issued, but not yet effective, up to the date of issuance of the
Company’s financial statements are disclosed below. These standards
are not expected to have a material impact on the entity in future
reporting periods and on foreseeable future transactions.
AMENDMENTS TO IAS 1: CLASSIFICATION OF
LIABILITIES AS CURRENT OR NON-CURRENT
In January 2020, the IASB issued amendments to paragraphs 69 to 76
of IAS 1 to specify the requirements for classifying liabilities as current
or non-current. The amendments are effective for annual reporting
periods beginning on or after 1 January 2023.
DEFINITION OF ACCOUNTING ESTIMATES –
AMENDMENTS TO IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which it
introduces a definition of “accounting estimates”. The amendments
are effective for annual reporting periods beginning on or after
1 January 2023.
DISCLOSURE OF ACCOUNTING POLICIES –
AMENDMENTS TO IAS 1 AND IFRS PRACTICE
STATEMENT 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS
Practice Statement 2 Making Materiality Judgements. The
amendments to IAS 1 are applicable for annual periods beginning on
or after 1 January 2023.
PRESENTATION OF STATEMENT OF
COMPREHENSIVE INCOME
In order better to reflect the activities of a Venture Capital Trust, and
in accordance with the guidance issued by the Association of
Investment Companies, supplementary information which analyses
the Statement of Comprehensive Income between items of a revenue
and capital nature has been presented alongside the Income
Statement.
NON-CURRENT ASSET INVESTMENTS
The Company invests in financial assets with a view to profiting from
their total return through income and capital growth. Consistent with
the business model, these investments are managed, and their
performance is evaluated on a fair value basis. Accordingly, upon
initial recognition the investments are classified by the Company as
“at fair value through profit or loss” in accordance with IFRS 9.
They are included initially at fair value, which is taken to be their cost
(excluding expenses incidental to the acquisition which are written off
in the Statement of Comprehensive Income and allocated to “capital”
at the time of acquisition). Subsequently the investments are valued at
“fair value” which is the price that would be received to sell an asset
or paid to transfer a liability (exit price) in an orderly transaction
between market participants at the measurement date.
This is measured as follows:
Unlisted investments are fair valued by the Directors in accordance
with the International Private Equity and Venture Capital Valuation
Guidelines. Fair value is established by using measurements of value
such as calibrating to the initial cost of investment, latest funding
rounds for our Venture investments and discounted cash flows.
The Board believe that those investments valued based on the
transaction price adjusted for business performance and market
indicators are done so because the transaction price is still
representative of fair value.
Where securities are classified upon initial recognition at fair value
through profit or loss, gains and losses arising from changes in fair
value are included in the Statement of Comprehensive Income for the
year as capital items in accordance with the AIC SORP 2022. The
profit or loss on disposal is calculated net of transaction costs of
disposal.
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.
The Company has taken the exemption permitted by IAS 28
“Investments in Associates and Joint Ventures” and IFRS 11 “Joint
Arrangements” for entities similar to investment entities and measures
its investments in associates and joint ventures at fair value. The
Directors consider an associate to be an entity over which the
Company has significant influence, through an ownership of between
20% and 50%. The Company’s associates and joint ventures are
disclosed in note 12.
 
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INCOME
Investment income includes interest earned on bank balances and
investment loans and includes income tax withheld at source. Dividend
income is shown net of any related tax credit and is brought into
account on the ex-dividend date.
Fixed returns on investment loans and debt are recognised on a time
apportionment basis so as to reflect the effective yield, provided there
is no reasonable doubt that payment will be received in due course.
EXPENSES
All expenses are accounted for on the accruals basis. Expenses are
charged to revenue with the exception of the investment management
exit fee which has been charged to the capital account and the
investment management fee which was previously charged 75% to the
revenue account and 25% to the capital account to reflect, in the
Directors’ opinion, the expected long-term split of returns in the form
of income and capital gains respectively from the investment portfolio.
From 1 March 2022, the investment management fee has been
charged 10% to the revenue account and 90% to the capital account
recognising the significant increase to the Venture investments and the
expected nature of returns from them.
The Company’s general expenses are split between the Share Classes
using the net asset value of each Share Class divided by the total net
asset value of the Company.
TAXATION
Corporation tax payable is applied to profits chargeable to
corporation tax, if any, at the current rate in accordance with IAS 12
“Income Taxes”. The tax effect of different items of income/gain and
expenditure/loss is allocated between capital and revenue on the
“marginal” basis as recommended by the AIC SORP 2022.
In accordance with IAS 12, deferred tax is recognised using the
balance sheet method providing for temporary differences between
the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. A deferred tax
asset is recognised to the extent that it is probable that future taxable
profits will be available against which the temporary difference can be
utilised. Deferred tax is measured at the tax rates that are expected to
be applied to the temporary differences when they reverse, based on
the laws that have been enacted or substantively enacted by the
reporting date. The Directors have considered the requirements of
IAS 12 and do not believe that any provision should be made.
FINANCIAL INSTRUMENTS
The Company’s principal financial assets are its investments and the
accounting policies in relation to those assets are set out above.
Financial liabilities and equity instruments are classified according to
the substance of the contractual arrangements entered.
An equity instrument is any contract that evidences a residual interest
in the assets of the entity after deducting all of its financial liabilities.
Where the contractual terms of share capital do not have any terms
meeting the definition of a financial liability then this is classed as an
equity instrument.
Financial assets and financial liabilities are recognised in the
Company’s Statement of Financial Position when the Company
becomes a party to the contractual provisions of the instrument.
At 28 February 2023 and 28 February 2022 the carrying amounts of
cash and cash equivalents, receivables, payables, accrued expenses
and short-term borrowings reflected in the financial statements are
reasonable estimates of fair value in view of the nature of these
instruments or the relatively short period of time between the original
instruments and their expected realisation.
FINANCIAL ASSETS
The classification of financial assets at initial recognition depends on
the purpose for which the financial asset was acquired and its
characteristics. All financial assets are initially recognised at fair value.
All purchases of financial assets are recorded at the date on which the
Company became party to the contractual requirements of the
financial asset.
The Company’s financial assets principally comprise of investments
held at fair value and loans and receivables.
The Company holds trade receivables with the objective to collect the
contractual cash flows and therefore measures them subsequently at
amortised cost using the effective interest method.
The Company’s loan and equity investments are held at fair value.
Gains or losses resulting from the movement in fair value are
recognised in the Company’s Statement of Comprehensive Income at
each valuation date.
Financial assets are recognised/derecognised at the date of the
purchase/disposal. Investments are initially recognised at cost, being
the fair value of consideration given. Transaction costs are recognised
in the Consolidated Statement of Comprehensive Income as incurred.
Fair value is defined as the amount for which an asset could be
exchanged between knowledgeable willing parties in an arm’s length
transaction. Fair value is calculated on an unlevered, discounted cash
flow basis in accordance with IFRS 13 and IFRS 9.
Derecognition of financial assets (in whole or in part) takes effect:
•
when the Company has transferred substantially all the risks
and rewards of ownership; or
•
when the contractual right to receive cash flow has expired.
FINANCIAL LIABILITIES
Financial liabilities are classified according to the substance of the
contractual agreements entered into and are recorded on the date on
which the Company becomes party to the contractual requirements of
the financial liability.
All loans and borrowings are initially recognised at cost, being fair
value of the consideration received, less issue costs where applicable.
After initial recognition, all interest-bearing loans and borrowings are
subsequently measured at amortised cost using the effective interest
rate method.
The Company’s other financial liabilities measured at amortised cost
include trade and other payables which are initially recognised at fair
 
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value and subsequently measured at amortised cost using the
effective interest rate method.
A financial liability (in whole or in part) is derecognised when the
Company has extinguished its contractual obligations, it expires or is
cancelled. Any gain or loss on derecognition is taken to the Statement
of Comprehensive Income.
ISSUED SHARE CAPITAL
A Shares, B Shares and Venture Shares are classified as equity
because they do not contain an obligation to transfer cash or another
financial asset.
Issue costs associated with the allotment of Shares have been
deducted from the Share premium account in accordance with IAS 32.
The Company had no external debt at the reporting date;
consequently, all capital is represented by the value of Share capital,
distributable and other reserves. Total Shareholder equity at
28 February 2023 was £50.07 million (2022: £35.17 million).
CASH AND CASH EQUIVALENTS
Cash and cash equivalents representing cash available at less than
three months’ notice are classified as Financial Assets at amortised
cost under IFRS 9.
RESERVES
The revenue reserve (retained earnings) and capital reserve reflect the
guidance in the AIC SORP. The capital reserve represents the
proportion of Investment Management fees charged against capital
and realised/unrealised gains or losses on the disposal/revaluation of
investments.
The special distributable reserve was created on court cancellations of
the Share premium account, most recently and during the financial
year on 16 August 2022 in respect of the Venture Share Class.
The revenue reserve, the portion of the capital reserve representing
realised capital profits and losses less unrealised gains and the special
distributable reserve are distributable by way of dividend.
FOREIGN CURRENCIES
Transactions in foreign currencies are translated at the foreign
exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at
the reporting date are translated at the foreign exchange rate ruling
at that date. Foreign exchange differences arising on translation are
recognised in the Statement of Comprehensive Income under
Revenue or Capital column wherever appropriate.
DIVIDENDS
Dividends payable are recognised as distributions in the financial
statements when the Company’s obligation to make payment has
been established.
3. SEGMENTAL REPORTING
The Directors are of the opinion that the Company only has a single
operating segment of business, being investment activity.
All revenues and assets are generated and held in the UK
4. INVESTMENT INCOME
Year Ended
28 February 2023
Year Ended
28 February 2022
Total
Total
£’000
£’000
Interest receivable on bank balance
34
3
Loan interest and fixed deposit interest
179
232
213
235
Disclosure by share class is unaudited.
5.
INVESTMENT MANAGEMENT
FEES
TPIM provides investment management and administration services
to the Company under an Investment Management Agreement
effective 23 September 2010 and a deed of variation to that
agreement effective 14 September 2018.
A Shares:
The agreement provides for an investment management
fee of 2.00% per annum of net assets payable quarterly in arrear for A
Shares. For A Shares, the appointment shall continue for a period of
at least 6 years from the admission of those Shares.
B Shares:
The agreement provides for an investment management
fee of 1.90% per annum of net assets payable quarterly in arrear for B
Shares. For B Shares, the appointment shall continue for a period of
at least six years from the admission of those Shares.
Venture:
The agreement provides for an investment management fee
of 2.00% per annum of net assets payable quarterly in arrear for
Venture Shares. For Venture Shares, the appointment shall continue
for a period of at least six years from the admission of those Shares.
Following a deed of variation to the Investment Management
agreement, dated 14 September 2018. An administration fee equal to
0.25% of the Company’s NAV replaces the previously charged
£37,500 per annum.
Year Ended
28 February 2023
Year Ended
28 February 2022
Total
Total
£’000
£’000
Investment Management Fees
1,127
538
Performance Fees
–
1,066
 
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TPIM agreed not to charge their management fees from 1 January 2017
on the amounts invested in gas power projects, which represents circa
75% of the B Share Class NAV, until these investments started to
generate income.
The total fee waived to date for the B Share Class is £496,000.
Fees paid to the Investment Manager for administrative and other
services during the year was £100,000 (2022: £80,000).
The Investment Manager did not receive fees for services to investee
companies in the current or prior year.
6. OPERATING EXPENSES
All expenses are accounted for on an accruals basis.
Expenses are charged wholly to revenue, apart from management fees
which are charged 25% to capital and 75% to revenue, any performance
fees incurred are charged wholly to capital. Transaction costs incurred
when selling assets are written off to the Income Statement in the
period that they occur.
OPERATING EXPENSES
Year Ended
28 February 2023
Year Ended
28 February 2022
Total
Total
£’000
£’000
Financial and regulation costs
136
68
General administration
23
111
Fees payable to the Company’s auditor
for audit services
65
30
Fees payable to the Company’s auditor
for audit-related assurance services
13
21
Company secretarial services
22
18
Other professional fees
305
466
Directors’ fees
70
60
Interest write-off
4
–
638
774
The ongoing charges ratio for the Company for the year to 28 February
2023 was 3.21% (2022: 2.94%). Total annual running costs are capped at
3.50% of the Company’s net assets. The ratio is calculated by dividing
annualised ongoing charges by the average net asset value in the
period.
The annualised ongoing charges represented the total expense for the
year with the exclusion of performance and arrangement fees payable
by Triple Point Investment Management LLP.
Any excess will be met by Triple Point by way of a reduction in future
management fees.
As the B share class reached the total return of 100p, a portion of the
previously waived management fee became chargeable to the
investment manager during the financial year. This is excluded from the
ongoing charges ratio for the year as it relates to prior periods.
VAT has been removed from the Audit fees and allocated to General
Administration expenses.
7. AUDITOR REMUNERATION
Fees paid to the Company’s auditor, BDO LLP, are as follows:
Year Ended
28 February 2023
Year Ended
28 February 2022
Total
Total
£’000
£’000
Fees payable to the Company’s auditor:
for the audit of the Financial Statements
65
30
other services
13
21
78
51
During the year, BDO LLP were appointed to perform certain agreed-
upon procedures with regards to the Net Asset Value of the Venture
Fund as at 15 January 2023, as part of the Board’s consideration of the
appropriateness of the issue price for the most recent Venture Fund
allotment.
8. DIRECTORS’ REMUNERATION
Year Ended
28 February 2023
Year Ended
28 February 2022
Total
Total
£’000
£’000
Jane Owen
24
23
Chad Murrin
19
18
Tim Clarke
7
18
Julian Bartlett
20
1
70
60
The only remuneration received by the Directors was their Directors’
fees. The Company has no employees other than the Non-Executive
Directors. The average number of Non-Executive Directors in the year
was three. Full disclosure of Directors’ remuneration is included in the
Directors’ Remuneration report.
 
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9. TAXATION
Year ended
28 February 2023
Year ended
28 February 2022
Total
Total
£’000
£’000
Profit/(loss) on ordinary activities before
tax
(1,365)
4,976
Corporation tax @ 19%
(259)
945
Effect of:
Utilisation of tax losses brought forward
–
–
Capital gains/(losses) not taxable
(35)
(1,335)
Dividends received not taxable
–
–
Disallowed expenditure
10
38
Unrelieved tax losses arising in the year
(3)
1
Excess management expense on which
deferred tax not recognised
287
335
Derecognition of prior periods deferred
tax asset
–
89
Tax charge/(credit) for the period
–
73
Capital gains and losses are exempt from corporation tax due to the
Company’s status as a Venture Capital Trust. Deferred tax asset of
£906,157 (2022: £318,462) has not been recognised in the year. A write
down of deferred tax asset from prior period was not required (2022:
£89,675).
We note the UK’s main rate of corporation tax will increase from 19% to
25% with effect from 1 April 2023.
10. EARNINGS PER SHARE
The loss per A Share is 2.83p (2022: 2.71p) and is based on a loss from
ordinary activities after tax of £275,000 (2022: £269,000) and on the
weighted average number of A Shares in issue during the period of
9,777,285 (2022: 9,831,106).
The earnings per B Share is 32.31p (2022: 0.31p) and is based on a
profit from ordinary activities after tax of £2,183,000 (2022: £21,000) and
on the weighted average number of B Shares in issue during the period
of 6,758,795 (2022: 6,773,208).
The loss per Venture Share is 8.47p (2022: earnings of 22.57p) and is
based on a loss from ordinary activities after tax of £3,273,000 (2021:
profit £5,151,000) and on the weighted average number of Venture
Shares in issue during the period of 38,672,163 (2022: 22,816,854).
Both basic and diluted earnings per Share are the same.
Disclosure by Share Class is unaudited.
11.
FINANCIAL ASSETS AT FAIR
VALUE THROUGH PROFIT OR
LOSS
INVESTMENTS
FAIR VALUE HIERARCHY:
IFRS 13 requires disclosure of fair value measurement by level. The level
of fair value hierarchy within the financial assets or financial liabilities is
determined on the basis of the lowest level input that is significant to
the fair value measurement.
Financial assets and financial liabilities are classified in their entirety into
only one of the following three levels:
Level 1:
quoted prices on active markets for identical assets or
liabilities. The fair value of financial instruments traded on active markets
is based on quoted market prices at the balance sheet date. A market is
regarded as active where the market in which transactions for the asset
or liability takes place with sufficient frequency and volume to provide
pricing information on an ongoing basis. The quoted market price used
for financial assets held by the Company is the current bid price.
Level 2:
the fair value of financial instruments that are not traded on
active markets is determined by using valuation techniques. These
valuation techniques maximise the use of observable inputs including
market data where it is available either directly or indirectly and rely as
little as possible on entity specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is
included in level 2.
Level 3:
the fair value of financial instruments that are not traded on an
active market (for example, investments in unquoted companies) is
determined by using valuation techniques such as discounted cash
flows. If one or more of the significant inputs is based on unobservable
inputs including market data, the instrument is included in level 3.
There have been no transfers between these classifications in the
period. Any change in fair value is recognised through the Statement of
Comprehensive Income.
The portfolio of the Company is classified as level 3 and further details
of the types of investments are provided in the Investment Manager’s
Review and Investment Portfolio on pages 26 to 35.
The Company’s Investment Manager performs valuations of financial
items for financial reporting purposes, including level 3 fair values.
Valuation techniques are selected based on the characteristics of each
instrument, with the overall objective of maximising the use of market-
based information. The International Private Equity & Venture Capital
Valuation Guidelines (IPEV guidelines) provide a framework to support
our valuations techniques. Please refer to the Strategic report on page
28 for further detail.
A 10% increase in investment valuations would result in an increase in
net assets of £3,198,000. A 10% decrease would result in a decrease in
net assets of £3,198,000.
 
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Movements in level 3 investments held at fair value through the profit or loss during the year to 28 February 2023 were as follows:
Year ended
28 February 2023
Year ended
28 February 2022
A
Shares
B
Shares
Venture
Shares
Total
A
Shares
B
Shares
Venture
Shares
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Opening Cost
860
6,105
17,785
24,750
4,073
6,105
8,797
18,975
Opening investment holding gains/(losses)
(94)
(2,040)
7,366
5,232
815
(2,131)
178
(1,138)
Opening fair value at 1 March 2022
766
4,065
25,151
29,982
4,888
3,974
8,975
17,837
Purchases at cost
–
–
11,381
11,381
–
–
8,988
8,988
Disposal proceeds
(233)
(6,656)
(2,681)
(9,570)
(3,962)
–
–
(3,962)
Adjustments between Share Classes
(246)
–
245
(1)
–
–
–
–
Realised (loss)/gain on disposal
(130)
551
592
1,013
(334)
–
–
(334)
Investment holding (losses)/gains
(157)
2,040
(2,709)
(826)
174
91
7,188
7,453
Closing fair value at 28 February 2023
–
–
31,979
31,979
766
4,065
25,151
29,982
Closing cost
–
–
27,512
27,512
860
6,105
17,785
24,750
Closing investment holding gains/(losses)
–
–
4,467
4,467
(94)
(2,040)
7,366
5,232
Given the nature of the Company’s venture capital investments, the changes in fair values of such investments recognised in these Financial
Statements are not considered to be readily convertible to cash in full at the balance sheet date and accordingly any gains or losses on these items
are treated as unrealised.
Further details of the types of investments are provided in the Investment Manager’s review and investment portfolio on pages 26 to 35 and 40 to
51, and details of entities over which the VCT has significant influence are included on pages 40 to 41.
12. UNCONSOLIDATED, ASSOCIATES AND JOINT VENTURES
The principal undertakings in which the Company’s interest at the year-end is 20% or more are as follows:
Name
Registered address
Holding
Green Highland Shenval Limited
Q Court, 3 Quality Street, Edinburgh, EH4 5BP
22.09%
•
The investments are a combination of debt and equity.
•
Equity holding is equal to the voting rights.
•
The investment is held in the UK.
13. RECEIVABLES
28 February 2023 28 February 2022
Total
Total
£’000
£’000
Accrued income
–
22
Prepaid expenses
26
24
Other debtors*
641
230
667
276
*Other debtors relate to interest receivable on investment loans as well as other receivables from disposal of investments.
 
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14. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise deposits with banks. Any deposits over 90 days remain easily realisable through break clauses and therefore are
still recognised as cash equivalents through liquidity. Of the amount of cash and cash equivalents of £18.22 million, £7.67 million is with institutions
rated A-2 and £10.55 million rated BBB.
£17.3m of deposits are held in an account in the name of the investment manager but purely for Company purposes, as approved under Board
mandate. Since these are liquid funds controlled by the Company they have been deemed cash.
15. PAYABLES AND ACCRUED EXPENSES
28 February 2023 28 February 2022
Total
Total
£’000
£’000
Trade Creditors
50
257
Other taxation and social security
–
13
Accrued expenses & deferred income
6,985
995
7,035
1,265
16. SHARE CAPITAL
Year ended 28 February 2023
A
Shares
B
Shares
Venture
Shares
Total
£’000
£’000
£’000
£’000
Ordinary shares
Allotted and fully paid up
£0.01 each
£0.01 each
£0.01 each
£0.01 each
Brought forward
98
68
264
430
Shares issued
–
–
165
165
Shares repurchased
–
–
(2)
(2)
Carried forward
98
68
427
593
Total number of shares
9,777,285
6,758,795
42,720,246
59,256,326
% of total capital
17%
11%
72%
100%
Year ended 28 February 2022
A
Shares
B
Shares
Venture
Shares
Total
£’000
£’000
£’000
£’000
Ordinary shares
Allotted and fully paid up
£0.01 each
£0.01 each
£0.01 each
£0.01 each
Brought forward
100
68
152
320
Shares issued
–
–
115
115
Shares repurchased
(2)
–
(3)
(5)
98
68
264
430
Total number of shares
9,777,285
6,758,795
26,445,431
42,981,511
% of total capital
22%
16%
62%
100%
Each Share Class has full voting, dividend and capital distribution rights.
During the year 16,484,521 new Venture Shares were issued at an average price of £1.11.
The gross consideration received was £18.8 million (net £18.4 million).
In the year Triple Point VCT 2011 plc repurchased 209,706 Venture Shares at nominal value totalling £211,000 representing 0.49%.
 
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17. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company’s financial instruments comprise VCT qualifying investments and non-qualifying investments, cash balances and liquid resources
including debtors and creditors. The Company holds financial assets in accordance with its investment policy detailed in the Strategic Report on
pages 14 to 15.
The Investment Manager reports to the Board on a quarterly basis and provides information to the Board which allows it to monitor and manage
financial risks relating to its operations. The Company’s activities expose it to a variety of financial risks including market risk (comprising price risk,
interest rate risk and foreign currency risk), credit risk and liquidity risk.
Fixed Asset Investments (see note 11) are valued at fair value. Unquoted investments are carried at fair value as determined by the Directors in
accordance with current venture capital industry guidelines. The fair value of all other financial assets and liabilities is approximated by their carrying
value on the balance sheet.
The Directors believe that where an investee company’s enterprise value, which is equivalent to fair value, remains unchanged since acquisition that
investment should continue to be held at cost less any distribution or loan repayments received. Where they consider the investee company’s
enterprise value has changed since acquisition, that should be reflected by the investment being held at a value measured using a discounted cash
flow model or a recent transaction price or a recent transaction price adjusted for better or worse operating performance or market factors.
In carrying out its investment activities, the Company is exposed to various types of risk associated with the financial instruments and markets in
which it invests. The Company’s approach to managing its risks is set out below together with a description of the nature of the financial instruments
held at the balance sheet date.
The following table discloses the financial assets and liabilities of the Company in the categories defined by IFRS 9, “Financial Instruments”.
Total value
Financial Assets at
amortised cost
Financial Liabilities held
at amortised cost
Fair value through
profit or loss
£’000
£’000
£’000
£’000
Year ended 28 February 2023
Assets:
Financial assets at fair value through profit or loss
31,979
–
–
31,979
Receivables
667
667
–
–
Cash and cash equivalents
18,222
18,222
–
–
50,868
18,889
–
31,979
Liabilities:
Other Payables
7,037
–
7,037
–
7,037
–
7,037
–
Year ended 28 February 2022
Assets:
Financial assets at fair value through profit or loss
29,982
–
–
29,982
Receivables
252
252
–
–
Cash and cash equivalents
6,247
6,247
–
–
36,481
6,499
–
29,982
Liabilities:
Other Payables
1,265
–
1,265
–
1,265
–
1,265
–
 
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\ MARKET RISK
PRICE RISK
The Company’s VCT qualifying investments are held in small and
medium-sized unquoted investments which, by their nature, entail a
higher level of risk and lower liquidity than investments in large quoted
companies. The Directors and Investment Manager aim to limit the risk
attached to the portfolio as a whole by careful selection and timely
realisation of investments, by carrying out rigorous due diligence
procedures and by maintaining a spread of holdings in terms of industry
sector.
The Board reviews the investment portfolio with the Investment
Manager on a regular basis. Details of the Company’s investment
portfolio at the balance sheet date are set out on pages 40 to 41.
Please refer to note 11 for sensitivity analysis performed.
INTEREST RATE RISK
Some of the Company’s financial assets are interest bearing, of which
some are at fixed rates and some at variable rates. As a result, the
Company is exposed to interest rate risk arising from fluctuations in the
prevailing levels of market interest rates.
Investments made into qualifying holdings are part equity and part loan.
The loan element of investments totals £883,000 (2022: £1,788,000) and
is subject to fixed interest rates of between 21.6% and 29.5% for
between 5 – 20 years and, as a result, there is no cash flow interest rate
risk. As the loans are held in conjunction with equity and are valued in
combination as part of the enterprise value, fair value risk is considered
part of market risk.
The Company also has non-qualifying loan investments of £171,500
(2022: £1,176,500) which carry interest rates between 7.75% and 13.5%
for between 5 – 15 years.
The amounts held in variable rate investments at the balance sheet date
are as follows:
28 February 2023
28 February 2022
£’000
£’000
Cash on Deposit
18,222
6,247
18,222
6,247
An increase in interest rates of 1% per annum would not have a material
effect either on the revenue for the year or the net asset value at 28
February 2023. The Board believes that in the current economic climate
a movement of 1% is reasonably possible.
FOREIGN CURRENCY RISK
Foreign currency risk is defined as the risk that the fair values of future
cash flows will fluctuate because of changes in foreign exchange rates.
With the exception of Adfenix AB, whose investment is denominated in
Swedish Kroner (“SEK”), and Digital Therapeutics Inc (trading as Quit
Genius), Airly Inc, and Degreed Inc, which are denominated in US
dollars (“USD”), and Knok LDA, whose investments are denominated in
Euros, the Company’s financial assets and liabilities are in GBP.
Substantially all of its revenues and expenses are also denominated in
GBP, except for the aforementioned exceptions.
The Company does not consider the investments in Adfenix AB, Digital
Therapeutics Inc (t/a Quit Genius), Airly Inc, Degreed Inc and Knok LDA
to materially expose the Company to foreign currency risk.
CREDIT RISK
Credit risk is the risk that a counterparty will fail to discharge an
obligation or commitment that it has entered into with the Company.
The Investment Manager and the Board carry out a regular review of
counterparty risk. The carrying value of the financial assets represent the
maximum credit risk exposure at the balance sheet date.
28 February 2023
28 February 2022
£’000
£’000
Non-Qualifying investment loans
172
1,501
Qualifying investment loans
883
1,788
Cash on Deposit
18,222
6,247
Receivables*
667
252
19,944
9,788
* Receivables do not include prepayments.
The Company’s bank accounts are maintained with The Royal Bank of
Scotland plc (“RBS”) and Cater Allen Private Bank. Should the credit
quality or financial position of RBS or Cater Allen deteriorate
significantly, the Investment Manager will move the cash holdings to
another bank.
Credit risk arising on unquoted loan stock held within unlisted
investments is considered to be part of Market risk as disclosed above.
LIQUIDITY RISK
The Company’s financial assets include investments in unquoted equity
securities which are not traded on a recognised stock exchange and
which are illiquid. As a result, the Company may not be able to realise
some of its investments in these instruments quickly at an amount close
to their fair value in order to meet its liquidity requirements.
The Company’s liquidity risk is managed on a continuing basis by the
Investment Manager in accordance with policies and procedures laid
down by the Board. The Company’s overall liquidity risks are monitored
by the Board on a quarterly basis.
The Board maintains a liquidity management policy where cash and
future cash flows from operating activities will be sufficient to pay
expenses. At 28 February 2023 cash held by the Company amounted to
£18.2 million.
 
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18. NET ASSET VALUE PER SHARE
The net asset value per Share for the A Shares is 1.00p (2022: 13.25p)
and is calculated based on net assets of £94,000 (2022: £1,291,000)
divided by the 9,777,285 A Shares in issue.
The net asset value per Share for the B Shares is 1.00p (2022: 57.69p)
and is calculated on net assets of £69,000 (2022: £3,903,000) divided by
the 6,758,795 B Shares in issue.
The net asset value per Share for the Venture Shares is 102.17p (2022:
113.55p) and is calculated based on net assets of £43,654,000 (2022:
£30,031,000) divided by the 42,720,246 Venture Shares in issue.
19. COMMITMENTS AND
CONTINGENCIES
There were no commitments or contingencies in place at the end of the
financial year.
20. RELATIONSHIP WITH
INVESTMENT MANAGER
During the period, TPIM received £1,226,730 (2022: £538,265) (which
has been expensed by the Company) for providing management and
administrative services to the Company.
The Investment Manager charged £18,000 excluding VAT (2022:
£15,000) for the provision of Company Secretarial services.
At the Balance Sheet date, the total fees which have been waived by
the Investment Manager stood at £750,000 (2022: £745,300).
During the period, TPIM received £nil (2022: £127,105) in relation to
performance-related incentive fees from the A Share Class.
During the period, TPIM received £nil (2022: £198,000) of arrangement
fees on Venture investments.
In addition, TPIM received £335,880 (2022: £200,000) of arrangement
fees on Venture Share allotments during the year.
21. ULTIMATE CONTROLLING
PARTY
In the opinion of the Board, on the basis of the shareholdings advised to
them, the Company has no ultimate controlling party.
22. RELATED PARTY
TRANSACTIONS
The Directors Remuneration Report on page 67 discloses the Directors’
remuneration and shareholdings and transactions with the Investment
Manager are disclosed in Note 20.
23. POST BALANCE SHEET
EVENTS
The following events occurred between the balance sheet date and the
signing of these financial statements:
•
Final returns to the A and B shareholders totalling ££0.92 million
and £5.4 million respectively were distributed after the year end
and these share classes no longer exist.
•
5.8 million Venture Shares were issued on 20 March 2023 at an
allotment price of 104.87p under the Offer closing on
28 July 2023.
•
£0.3 million additional consideration was received on
30 March 2023 from the sale of Credit Kudos.
•
2.1 million Venture Shares were issued on 4 April 2023 at an
allotment price of 105.22 under the Offer closing on
28 July 2023.
•
0.4 million Venture Shares were issued on 5 April 2023 at an
allotment price of 105.26 pence under the Offer closing on
28 July 2023.
•
0.1 million Venture Shares were issued on 25 April 2023 at an
allotment price of 105.09 pence per share.
•
3 new Venture Share Class investments completed totalling
£4.2 million.
•
4 Venture Share Class follow-on investment completed totalling
£0.87 million.
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\ THE A SHARE FUND
STATEMENT OF COMPREHENSIVE INCOME
Year ended
28 February 2023
Year ended
28 February 2022
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Investment income
24
–
24
209
–
209
Realised loss
–
(130)
(130)
–
(334)
(334)
Investment holding gain/(loss)
–
(156)
(156)
–
174
174
Investment return
24
(286)
(262)
209
(160)
49
Investment management fees
–
–
–
(74)
(25)
(99)
Other expenses
(13)
–
(13)
(92)
(127)
(219)
Profit/(loss) before taxation
11
(286)
(275)
43
(312)
(269)
Taxation
–
–
–
–
–
–
Profit/(loss) after taxation
11
(286)
(275)
43
(312)
(269)
Profit/(loss) and total comprehensive income
11
(286)
(275)
43
(312)
(269)
Basic and diluted earnings per share
0.10p
(2.93p)
(2.83p)
0.46p
(3.17p)
(2.71p)
BALANCE SHEET
28 February 2023
28 February 2022
£’000
£’000
Non-current assets
Financial assets at fair value through profit or loss
–
766
Current assets
Receivables
20
228
Cash and cash equivalents
996
433
1,016
661
Current liabilities
Payables
(921)
(74)
Corporation Tax
–
(62)
Net assets
94
1,291
Equity attributable to equity holders
94
1,291
Net asset value per share
1.00p
13.25p
Unaudited
non-statutory analysis of:
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STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
28 February 2023
28 February 2022
£’000
£’000
Opening Shareholders’ funds
1,291
5,216
Purchase of own Shares
–
(81)
Profit/(loss) for the year
(275)
(269)
Dividend paid/payable
(921)
(3,575)
Closing Shareholders’ funds
94
1,291
INVESTMENT PORTFOLIO
28 February 2023
28 February 2022
Cost
Valuation
Cost
Valuation
£’000
%
£’000
%
£’000
%
£’000
%
Unquoted qualifying holdings
–
–
–
–
860
66.51
533
44.45
Non-Qualifying holdings
–
–
–
–
–
–
233
19.43
Financial assets at fair value through profit or loss
–
–
–
–
860
66.51
766
63.89
Cash and cash equivalents
996
100.00
996
100.00
433
33.49
433
36.11
996
100.00
996
100.00
1,293
100.00
1,199
100.00
Qualifying Holdings
Unquoted
Hydroelectric Power
Green Highland Shenval Ltd
–
–
–
–
860
66.51
533
44.45
–
–
–
–
860
66.51
533
44.45
28 February 2023
28 February 2022
Cost
Valuation
Cost
Valuation
Non-Qualifying Holdings
£’000
%
£’000
%
£’000
%
£’000
%
Unquoted
SME Funding:
Hydroelectric Power
Broadpoint 3 Ltd
–
–
–
–
–
–
233
19.43
–
–
–
–
–
–
233
19.43
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\ THE B SHARE FUND
STATEMENT OF COMPREHENSIVE INCOME
Year ended
28 February 2023
Year ended
28 February 2022
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Investment income
7
–
7
–
–
–
Realised gain/(loss)
–
551
551
–
–
–
Investment holding gain/(loss)
–
2,040
2,040
–
91
91
Investment return
7
2,591
2,598
–
91
91
Investment management fees
(35)
(310)
(345)
–
–
–
Other expenses
(70)
–
(70)
(86)
–
(86)
Profit/(loss) before taxation
(98)
2,281
2,183
(86)
91
5
Taxation
–
–
–
16
–
16
Profit/(loss) after taxation
(98)
2,281
2,183
(70)
91
21
(Loss)/profit and total comprehensive Income
(98)
2,281
2,183
(70)
91
21
Basic and diluted (loss)/earnings per share
(1.44p)
33.75p
32.31p
(1.04p)
1.35p
0.31p
BALANCE SHEET
28 February 2023
28 February 2022
£’000
£’000
Non-current assets
Financial assets at fair value through profit or loss
–
4,065
Current assets
Receivables
–
3
Corporation Tax
–
47
Cash and cash equivalents
5,788
(31)
5,788
19
Current liabilities
Payables
(5,719)
(181)
Net assets
69
3,903
Equity attributable to equity holders
69
3,903
Net asset value per share
1.00p
57.69p
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STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
28 February 2023
28 February 2022
£’000
£’000
Opening Shareholders' funds
3,903
3,907
Share buybacks
–
(25)
Profit/(loss) for the year
2,183
21
Dividend paid/payable
(6,017)
–
Closing Shareholders’ funds
69
3,903
INVESTMENT PORTFOLIO
28 February 2023
28 February 2022
Cost
Valuation
Cost
Valuation
£’000
%
£’000
%
£’000
%
£’000
%
Unquoted qualifying holdings
–
–
–
–
5,100
83.96
2,969
73.60
Non-Qualifying holdings
–
–
–
–
1,005
16.55
1,096
27.17
Financial assets at fair value through profit or loss
–
–
–
–
6,105
100.51
4,065
100.77
Cash and cash equivalents
5,788
100.00
5,788
100.00
(31)
(0.51)
(31)
(0.77)
5,788
100.00
5,788
100.00
6,074
100.00
4,034
100.00
Qualifying Holdings
Unquoted
Gas Power
Distributed Generators Ltd
–
–
–
–
3,200
52.68
1,925
47.72
Green Peak Generation Ltd
–
–
–
–
1,900
31.28
1,044
25.88
–
–
–
–
5,100
83.96
2,969
73.60
28 February 2023
28 February 2022
Cost
Valuation
Cost
Valuation
Non-Qualifying Holdings
£’000
%
£’000
%
£’000
%
£’000
%
Unquoted
SME Funding
Hydroelectric Power
Broadpoint 3 Ltd
–
–
–
–
1,005
16.55
1,096
27.17
–
–
–
–
1,005
16.55
1,096
27.17
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\ THE VENTURE SHARE FUND
STATEMENT OF COMPREHENSIVE INCOME
Year ended
28 February 2023
Year ended
28 February 2022
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Investment income
182
–
182
26
–
26
Realised gain
–
592
592
–
–
–
Investment holding gain/(loss)
–
(2,709)
(2,709)
–
7,188
7,188
Investment return
182
(2,117)
(1,935)
26
7,188
7,214
Investment management fees
(79)
(704)
(783)
(329)
(110)
(439)
Other expenses
(555)
–
(555)
(596)
–
(596)
Performance Fee
–
–
–
–
(939)
(939)
Profit/(loss) before taxation
(452)
(2,821)
(3,273)
(899)
6,139
5,240
Taxation
–
–
–
(74)
(15)
(89)
Profit/(loss) after taxation
(452)
(2,821)
(3,273)
(973)
6,124
5,151
Profit/(loss) and total comprehensive income
(452)
(2,821)
(3,273)
(973)
6,124
5,151
Basic and diluted (loss)/gain per share
(0.17p)
(7.30p)
(8.47p)
(4.26p)
26.84p
22.57p
BALANCE SHEET
28 February 2023
28 February 2022
£’000
£’000
Non-current assets
Financial assets at fair value through profit or loss
31,979
25,151
Current assets
Receivables
649
45
Cash and cash equivalents
11,438
5,845
12,087
5,890
Current liabilities
Payables
(396)
(1,010)
Corporation tax
(16)
–
Net assets
43,654
30,031
Equity attributable to equity holders
43,654
30,031
Net asset value per share
102.17p
113.55p
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
28 February 2023
28 February 2022
£’000
£’000
Opening Sshareholders’ funds
30,031
14,208
Issue of new Shares
18,291
11,596
Share buyback & cancellation
(211)
(250)
Profit/(loss) for the year
(3,273)
5,151
Dividend paid
(1,184)
(674)
Closing Shareholders’ funds
43,654
30,031
103
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INVESTMENT PORTFOLIO
28 February 2023
28 February 2022
Cost
Valuation
Cost
Valuation
£’000
%
£’000
%
£’000
%
£’000
%
Unquoted qualifying holdings
27,111
69.48
31,498
72.55
17,314
73.27
24,667
79.58
Non-Qualifying holdings
471
1.20
481
1.11
471
1.99
484
1.56
Financial assets at fair value through profit or loss
27,582
70.68
31,979
73.66
17,785
75.26
25,151
81.14
Cash and cash equivalents
11,438
29.32
11,438
26.34
5,845
24.74
5,845
18.86
39,020
100.00
43,417
100.00
23,630
100.00
30,996
100.00
Qualifying Holdings
Unquoted
Venture Investments
Vyne Technologies Ltd
1,752
4.49
3,233
7.45
1,127
4.77
3,725
12.02
Ably Real Time Ltd
1,312
3.36
3,153
7.26
1,312
5.55
3,153
10.17
Digital Therapeutics Inc
(t/a Quit Genius)
1,245
3.19
2,565
5.91
1,245
5.27
2,755
8.89
Ryders
1,988
5.10
1,988
4.58
1,000
4.23
1,000
3.23
Veremark
910
2.33
1,529
3.52
450
1.90
471
1.52
AeroCloud
1,500
3.85
1,500
3.45
–
–
–
–
Heydoc Ltd
760
1.95
1,374
3.16
760
3.22
1,374
4.43
Counting Ltd (t/a Counting Up)
920
2.36
1,044
2.40
920
3.89
835
2.69
Scan.com
800
2.05
1,000
2.30
–
–
–
–
OutThink
1,000
2.56
1,000
2.30
–
–
–
–
PetsApp
1,000
2.56
1,000
2.30
–
–
–
–
Biorelate
1,000
2.56
1,000
2.30
–
–
–
–
Airly
987
2.53
999
2.30
–
–
–
–
Pixie
915
2.35
915
2.11
915
3.87
915
2.95
Tickitto
1,000
2.56
800
1.84
1,000
4.23
1,000
3.23
Knok Healthcare
513
1.32
640
1.47
513
2.17
513
1.66
Adfenix AB
799
2.05
638
1.47
799
3.38
673
2.17
SonicJobs
450
1.15
638
1.47
450
1.90
450
1.45
Konfir
500
1.28
519
1.20
–
–
–
–
Crowd Data
500
1.28
500
1.15
–
–
–
–
MWS Technology Ltd
150
0.38
441
1.02
150
0.63
353
1.14
Nook
343
0.88
438
1.01
250
1.06
250
0.81
Degreed Inc.
300
0.77
432
1.00
300
1.27
533
1.72
Exate
500
1.28
400
0.92
500
2.12
400
1.29
Rhubarb
400
1.03
400
0.92
–
–
–
–
Stepex
499
1.28
399
0.92
499
2.11
499
1.61
Ramp
308
0.79
308
0.71
–
–
–
–
Localz
750
1.92
300
0.69
750
3.17
750
2.42
Konstructly
300
0.77
300
0.69
–
–
–
–
Visibly Tech
300
0.77
300
0.69
–
–
–
–
Green Highland Shenval
246
0.63
292
0.67
–
–
–
–
Kamma
500
1.28
200
0.46
500
2.12
250
0.81
Catalyst
224
0.58
224
0.52
224
0.95
224
0.72
Learnerbly
200
0.51
200
0.46
200
0.85
200
0.65
Artifical Artists
150
0.38
150
0.35
150
0.63
120
0.39
Seedata
150
0.38
150
0.35
150
0.63
150
0.48
Trumpet
120
0.31
120
0.29
–
–
–
–
Expression Insurance
1,000
2.56
118
0.27
500
2.12
681
2.20
Augnet Ltd
300
0.77
100
0.23
300
1.27
–
–
Sealit
200
0.51
100
0.23
200
0.85
180
0.58
Bkwai
250
0.64
91
0.21
250
1.06
170
0.55
Homelyfe Limited (t/a Aventus)
70
0.18
–
–
700
2.96
–
–
Credit Kudos
–
–
–
–
500
2.12
2,518
8.12
Anorak
–
–
–
–
700
2.96
525
1.69
27,111
69.48
31,498
72.55
17,314
73.27
24,667
79.58
Non-Qualifying Holdings
Unquoted
Other
Modern Power Generation Ltd
471
1.21
481
1.11
471
1.99
484
1.56
471
1.21
481
1.11
471
1.99
484
1.56
*Green Highland Shenval Ltd was transferred from the A share class to the Venture share class in November 2022 following a valuation adjustment. It was acquired by
the company in February 2017 for £860k.
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Information
105
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Company Overview
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106
Triple Point VCT 2011 PLC
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Shareholder Information
\ BOARD
Jane Owen (Chair)
Julian Bartlett
Chad Murrin
\ COMPANY SECRETARY AND
REGISTERED OFFICE:
Hanway Advisory Limited
1 King William Street
London
EC4N 7AF
\ REGISTERED NUMBER
07324448
\ FCA REGISTRATION NUMBER
659605
\ INVESTMENT MANAGER AND
ADMINISTRATOR
Triple Point Investment Management LLP
1 King William Street
London
EC4N 7AF
Tel: 020 7201 8989
\ INDEPENDENT AUDITOR
BDO LLP
55 Baker Street
London
W1U 7EU
\ SOLICITORS
Howard Kennedy LLP
No. 1 London Bridge
London
SE1 9BG
\ REGISTRARS
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
\ VCT TAXATION ADVISERS
Philip Hare & Associates LLP
6 Snow Hill,
London,
EC1A 2AY
\ BANKERS
The Royal Bank of Scotland plc
54 Lime Street
London
EC3M 7NQ
\ ADVISER (VENTURE
INVESTMENTS)
Shoosmiths LLP
1 Bow Churchyard
London
EC4M 9DQ
107
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Other Information
Financial Calendar
KEY EVENTS
DATES
Annual General Meeting
17 July 2023
Financial half-year end
31 August 2023
Announcement of half-year results
19 October 2023
Financial year-end
28 February 2024
108
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1 King William Street | London | EC4N 7AF
For further information about the Triple Point Group
please call
020 7201 8990
or send an email to
[email protected]
www.triplepoint.co.uk
Triple Point is the trading name for the Triple Point Group which includes the following companies and associated entities: Triple
Point Investment Management LLP registered in England & Wales no. OC321250, authorised and regulated by the Financial Conduct
Authority no. 456597, Triple Point Administration LLP registered in England & Wales no. OC391352 and authorised and regulated by
the Financial Conduct Authority no. 618187, and TP Nominees Limited registered in England & Wales no.07839571, all of
1 King William Street, London, EC4N 7AF, UK.
We will process any personal data of yours received in connection with the business we carry on with you in accordance with our
privacy policy, which can be found on our website or provided to you upon request.