LEI: 21380035MV1VRYEXPR95
FINAL RESULTS FOR THE YEAR ENDED
The Annual Report will shortly be available in full at www.foresight.group/products/thames-ventures-vct-2-plc. All other statutory information can also be found there.
Financial Highlights
| Pence | Pence | ||
| Ventures Share Class | |||
| Net Asset Value (“NAV”) per Ventures Share | 46.80 | 59.4 | |
| Cumulative distributions | 9.25 | 8.0 | |
| Total Return per Ventures Share | 56.05 | 67.4 | |
| Healthcare Share Class | |||
| Net Asset Value (“NAV”) per Healthcare Share | 41.5 | 61.60 | |
| Cumulative distributions | 10.0 | 8.75 | |
| Total Return per Healthcare Share | 51.5 | 70.35 | |
| AIM Share Class | |||
| Net Asset Value (“NAV”) per AIM Share | 101.8 | 101.1 | |
| Cumulative distributions | - | - | |
| Total Return per AIM Share | 101.8 | 101.1 | |
| DSO D Share Class | |||
| Net Asset Value (“NAV”) per DSO D Share | - | 2.6 | |
| Cumulative distributions | 104.7 | 102.0 | |
| Total Return per DSO D Share | 104.7 | 104.6 | |
| DP67 Share Class | |||
| Net Asset Value (“NAV”) per DP67 Share | 26.3 | 24.8 | |
| Cumulative distributions (since original launch) | 67.8 | 67.8 | |
| Total Return per DP67 Share | 94.1 | 92.6 |
Investment Objectives
The Company’s principal objectives are to:
- invest in a portfolio of venture capital investments and liquidity investments;
- provide a full exit for Planned Exit Shareholders within approximately six years at no discount to NAV;
- maintain VCT status; and
- target an annual dividend of at least 4% of the respective Ventures and Healthcare NAVs, from the summer of 2021 onwards.
Chair’s Statement
Introduction
I present the Company’s audited Annual Report for the year ended
Before commenting on events from the last financial year, I would first like to take the opportunity to highlight two key developments that have taken place since year end.
Firstly, as announced on
If the transaction proceeds, it is anticipated that each of the Company’s current Share Classes would roll into the Ordinary Share Class of TV1. The Board is cognisant of ensuring we act in the best interest of all Shareholders across our four remaining Share Classes, and, assuming the Boards of both companies agree terms, we anticipate formally announcing details of the structure of the proposed transaction and the benefits it would bring to all Shareholders within the next two months, with the transaction completing in the early Autumn.
Secondly, as Shareholders may be aware, the Company’s custodian of its quoted assets,
Turning to the year ended
Evergreen Share Class review
Ventures Share Class
With the challenging macroeconomic environment, a key focus for the Ventures Share Class portfolio over the year has been to support existing investments, where possible. During the year, £0.5 million was invested in four companies, three of which were existing portfolio investments.
The Ventures Share Class NAV at the year-end was 46.8p, representing a decrease of 11.35p per share or 19.1% over the year. This is after adding back the dividend of 1.25p per share, which was paid on
There has been a general decline in the portfolio valuations across the year, in line with sector trends of lower revenue and earnings multiples, due to economic concerns. Total valuation losses for the year were £5.3 million, however this was materially driven by two exceptional situations. The first of these was
There were four full exits during the year, including the liquidity investment Downing Strategic Micro-Cap Investment Trust plc, generating total proceeds of £5.2m and a realised loss versus cost of £1.5 million. There were also three companies that were dissolved in the year taking total realised losses to £3.6 million.
A more detailed review of the Ventures Share Class is included in the Investment Manager’s Report on pages 10 to 13 of the Annual Report and Accounts.
Healthcare Share Class
The Healthcare Share Class, which continues to be managed by
The Healthcare Share Class NAV at the year-end was 41.5p, representing a decrease of 18.85p per share or 30.6% over the year after adjusting for the Healthcare dividend of 1.25p per share, which was paid on
The Healthcare Share Class remains heavily exposed to the relatively volatile AIM market, with nearly 30% of the Class’s value accounted for by the three AIM-quoted investments. All of these investments: Arecor Therapeutics plc, GENinCode plc and Destiny Pharma plc, decreased further in valuation during the year, making up £2.0 million of the £4.1 million total valuation loss. The remaining £2.1 million valuation loss was driven by further write-downs including in
A more detailed review of the Healthcare Share Class is included in the Investment Manager’s Report on pages 21 to 22 of the Annual Report and Accounts.
AIM Share Class
The AIM Share Class launched in 2022 and is a small Class with net assets of £2.7 million. The AIM market remains tough meaning no AIM investments were made in the year, although funds have been placed in a money market fund and an equity income fund. This Share Class has demonstrated good performance relative to other AIM funds during the year.
The AIM Share Class NAV stood at 101.8p at the year end, representing an increase of 0.7p per share or 0.7% in NAV over the year.
Planned Exit Share Class review
I am pleased to report that the wind up of the DSO D Share Class is now complete with a total return of 104.7p per share, before tax relief, now distributed to Shareholders. As at
DP67 Share Class
The remaining value in the DP67 Share Class portfolio is in two investments which are both in the hospitality sector.
As at
Gatewales has ceased trading and we are expecting final proceeds in the near future.
A more detailed review of the DP67 Share Class is included in the Investment Manager’s Report on page 33 of the Annual Report and Accounts.
DSO D Share Class
The exit from the two final assets in this Share Class completed during the year with £39,000 of liquidation proceeds received.
The Share Class has since been fully wound up with final distributions made to shareholders. A more detailed review of the DSO D Share Class is included in the Investment Manager’s Report on page 31 of the Annual Report and Accounts.
Responsible investment
The Board notes the commitment of the Investment Manager, Foresight Group, to being a “Responsible Investor”. Foresight places Environmental, Social and Governance (“ESG”) criteria at the forefront of its business and investment activities in line with best practice and in order to enhance returns for their investors.
Further detail on the Investment Manager’s approach to responsible investment, including the key principles and their screening approach, can be found on pages 38 to 40 of the Annual Report and Accounts.
As previously reported, since
As noted earlier in my report, the Investment Manager has been working to resolve this issue, which has involved reconciling quoted stocks (“Custody Assets”) and cash (“Client Money”) held with IBP. As at
As at
The ultimate outcome remains subject to change, with the final distribution plan being shared following the court proceedings, timing of which is currently uncertain. The Company will communicate with Shareholders if there is any new information which materially impacts the numbers presented in this Annual Report.
VCT Qualification
At
Fundraising
With the uncertainty brought about by the special administration of the custodian of the Company’s quoted stocks, we have not been in a position to raise new funds since then.
With visibility over the outcome of the IBP situation now improved, and discussion underway for a merger with TV1, the strategic direction of the Company with regards to fundraising will be communicated with Shareholders in the near future.
Dividends
The Company has a target of seeking to pay annual dividends for the Ventures and Healthcare Share Classes of 4% of the respective NAVs per annum, however this is contingent on a number of criteria, including cash availability.
On this basis, given the current focus on preserving cash, the Board is proposing to pay reduced final dividends of 0.25p per Ventures Share and 0.25p per Healthcare Share on
Following the payment of the proposed dividends, the Company will have paid cumulative dividends of 9.5p per Ventures Share and 10.25p per Healthcare Share.
Further dividends in respect of the DP67 Share Class will be paid once Cadbury House has been exited. No dividends are expected to be paid by the AIM Share Class in its initial years.
Share buybacks
The Company usually operates a policy of buying back its own shares that become available in the market, subject to regulatory and liquidity factors. The Board reviews this policy on a regular basis and will make appropriate adjustments as it sees fit. Any such purchases are undertaken at a price approximately equal to NAV (i.e. at a nil discount).
Following a period of uncertainty relating to IBP, the Board decided to pause the buyback scheme. Whilst there is now improved visibility regarding the outcome of the IBP situation, and the impact to the Company is expected to be minimal, restrictions on cash resources remain. On this basis, the Board has decided not to reinstate share buybacks for the Ventures, Healthcare and AIM Share Classes at this time. The Board, however, continues to review plans for the future of the Company, notably with regards to the proposed merger with TV1, which will allow a clear strategy for the allocation of the Company’s cash resources to be drawn up.
As the focus for the one remaining Planned Exit Share Class is on returning funds to Shareholders via distributions, the Company will not undertake any further buybacks in respect of this Share Class.
Panmure Liberum continues to act as the Company’s corporate broker, operating the share buyback process and ensuring that the quoted spread on the Company’s shares remains at a reasonable level.
There were no shares repurchased for the Ventures or Healthcare Share Classes during the year ended
Change of Company Secretary and Registered Office
As previously reported,
Annual General Meeting (“AGM”)
The Company invites Shareholders to attend this year’s AGM in person. The AGM is planned to take place at the offices of
Shareholders wishing to attend the AGM are requested to please notify
This year, Shareholders will be able submit proxy votes electronically. The details required for voting will be sent to each Shareholder. The deadline for proxy votes to be received is
Outlook
Although the main Share Classes have seen their portfolios fall in value over the year, these movements are in line with general market conditions for young growth businesses. The Board is cognisant that it takes time to nurture and realise value from companies, whereas economic turmoil pushes weaker companies into difficulty.
Whilst the Board acknowledges it has been another difficult year, resulting in a continuing decline in NAV, there have been some early signs of recovery with a number of interesting developments in the portfolio. The Board remains generally satisfied that the Ventures and Healthcare portfolios have a sufficient number of stronger investments to generate growth in the future.
The Board and the Investment Managers have continued to focus on securing exits in the portfolio, in particular of the legacy investments, to drive liquidity events. An example of this was the sale of Downing Strategic Micro-Cap Investment Trust plc, following disappointing performance. This generated more than £3.3 million of cash.
In respect of the Planned Exit Share Classes, the Board is very pleased to confirm the full winding up of the DSO D Share Class in the year and is hopeful the DP67 Share Class will follow in the coming year.
As previously noted, the Board has been actively considering options for the future of the Company, looking to pursue any that it concluded may benefit Shareholders and allow the Company to be better placed to serve them.
Following the announcement made on
Sir Aubrey Brocklebank Bt.
Chair
Investment Manager’s Report - Ventures Share Class
i. Overview
Introduction
We present a review of the investment portfolio and activity for the Ventures Share Class for the year ended
This Investment Manager’s Report is split into three sections comprising this overview, a review of the
Net Asset Value and results
As at
The return on ordinary activities for the Ventures Share Class for the year was a loss of £6.0 million (2023: loss of £3.2 million), comprising a revenue loss of £566,000 (2023: loss of £494,000) and a capital loss of £5.5 million (2023: loss of £2.7 million).
It is disappointing to report the Total Return to Shareholders as at
A final dividend of 0.25p per share is proposed to be paid on
Portfolio Overview
As at
The year has continued to be challenging for businesses in the
The investment team continue to work closely with portfolio companies to provide guidance and, where appropriate, additional funding in support of potential value growth which has made up the majority of investment activity in the year ended
The valuation movements during the period are discussed in more detail in the following sections of this Investment Manager’s Report.
Portfolio Performance
Overall, several valuation uplifts in the Venture Capital Portfolio were outweighed by a number of valuation decreases during the period, resulting in a net valuation decrease of £5.3 million across the portfolio. The one
ii. Ventures Portfolio
Investment activity
During the year, a total of £0.5 million was invested in four businesses, three of which were follow-on investments into existing portfolio companies.
A total of £0.1 million was invested into new VCT Qualifying investment,
A total of £0.4 million was invested as follow-on capital into existing businesses in the Venture Capital Portfolio.
These were £200,000 into
Realisations
There were three full exits during the year from the Venture Capital portfolio and one full exit from the Liquidity investments. Total proceeds of £5.2 million were generated, producing a realised loss over cost of £1.5 million. There were also three dissolutions in the year taking total realised losses to £3.6 million.
There was also £450,000 received in relation to the exit of
The one brought forward liquidity investment in Downing Strategic Micro-Cap Investment Trust plc (“DSM”) was liquidated in full during the year, returning cash proceeds of £2.9 million. Previous to this, DSM announced that the fund was going to commence a managed wind-down of its portfolio, therefore this outcome is preferential to the Company in terms of unlocking liquidity. This exit resulted in a realised loss over cost of £1.4 million.
Portfolio valuation
During the year, the Venture Capital portfolio of the Ventures Share Class recognised a decrease in the valuation of investments of £5.3 million, including unrealised foreign exchange losses of £124,000.
Whilst there have been a number of positive developments within the Venture Capital portfolio, this was offset by the reduction in value of several companies, predominantly due to underperformance in a challenging macroeconomic environment and restricted access to capital. Of the £5.3 million total valuation loss, the most significant movements are noted below.
The largest gain in value was in Funding Xchange Limited, a fintech platform delivering SME lenders insights into their portfolio trends, was uplifted £591,000 during the year as a result of closing a £5m investment from Barclays in
Masters of
Six other investments in the Venture Capital portfolio make up additional investment valuation gains of £410,000.
There were also a number of valuation losses recognised during the year. Some of these came from the more vulnerable businesses within the portfolio, however there were two material movements in the year that were exceptional circumstances and out of the investment team’s control.
These were
Other investment valuation decreases include
Virtual
Arecor Therapeutics plc has fallen in value by £378,000. This investment is listed on AIM and is a leader in developing superior biopharmaceuticals through the application of its innovative formulation technology platform. The valuation is marked to market and this movement is reflective of a flat trading year. We eagerly await further clinical readouts and partnering opportunities.
There were four other investments which decreased in valuation during the year totalling losses of £356,000.
Aside from
iii. Liquidity Investments
As noted, the one remaining investment in the Healthcare Liquidity portfolio was DSM which was sold on
Outlook
It has been another challenging year for the Venture Capital market, and especially for certain sectors the Company invests in. Having said that, more recently there have been a few very early signs of some recovery in the market so we are hopeful this will continue through the next financial year.
The Investment Manager continues to review plans for the future of the Company notably with regards to the proposed merger with Thames Ventures VCT 1 plc, which will allow a clear strategy for the allocation of the Company’s cash resources to be drawn up.
An investment summary is shown on page 14 of the Annual Report and Accounts.
Top ten investments by value are shown on pages 15 to 18 of the Annual Report and Accounts.
Additions and disposals for the year ended
Healthcare Share Class
Investment Manager’s Report - Healthcare Share Class
i. Overview
Introduction
We present a review of the investment portfolio and activity for the Healthcare Share Class over the year ended
This Investment Manager’s Report is split into three sections comprising this overview, a review of the Healthcare Portfolio and a report on the portfolio of Liquidity Investments.
Net Asset Value and results
As at
The loss on ordinary activities for the Healthcare Share Class for the year was £4.5 million (2023: loss of £4.3 million), being a revenue loss of £328,000 (2023: loss of £272,000) and a capital loss of £4.2 million (2023: loss of £4.0 million).
The Total Return to Shareholders as at
A proposed final dividend of 0.25p per share will be paid on
Portfolio Overview
As at
Portfolio Performance
There were several valuation movements in the Healthcare Portfolio during the year, resulting in a total valuation loss of £4.1 million.
ii. Healthcare Portfolio
Investment activity
During the year, £250,000 was invested in one business, a follow-on investment into existing investee company,
There were full and partial disposals of four investments during the year, excluding dissolutions, with total proceeds received of £1.1 million.
Full disposals in the year were:
The one brought forward liquidity investment in DSM was liquidated in full during the year, returning cash proceeds of £487,000. Previous to this, DSM announced that the fund was going to commence a managed wind-down of its portfolio, therefore this outcome is preferential to the Company in terms of unlocking liquidity.
There was one partial disposal of quoted investments, GENinCode plc, returning cash proceeds of £30,000. GENinCode products combine genetic and clinical data to risk assess patients and
provide healthcare practitioners with advanced clinical information to evaluate and predict the onset of cardiovascular disease.
Portfolio valuation
During the period, the Healthcare portfolio of the Share Class decreased in value by a total of £4.1 million.
Excluding disposals and three investments recording no movement in valuation, all but one of the investments decreased in value during the period, totalling valuation losses of £4.2 million across eight investments. The one investment which increased in value was
The valuation losses relate to:
Arecor Therapeutics plc (£1.4 million), is listed on AIM and is a leader in developing superior biopharmaceuticals through the application of its innovative formulation technology platform. The valuation is marked to market and this movement is a result of the wider macroeconomic challenges.
GENinCode plc (£622,000) is listed on AIM and therefore marked to market. This decrease in valuation is considered to be a result of the wider macroeconomic challenges.
There were two other investments which decreased in valuation during the year totalling losses of £177,000.
iii. Liquidity Investments
As noted, the one remaining investment in the Healthcare Liquidity portfolio was DSM which was sold on
Outlook
Macroeconomic factors continue to impact the financial markets with a knock-on impact on the venture capital funding environment as many venture funds choose to focus on supporting their existing portfolios rather than looking to add new positions. This has been the case for the Healthcare Share Class, and access to capital has also been a material challenge for much of the portfolio.
There are, however, some investments in the portfolio starting to make commercial progress and could therefore become attractive targets, as evidenced by some of the exits in the year. The investment team will continue to focus on extracting value from the existing portfolio wherever possible.
An investment summary is shown on page 23 of the Annual Report and Accounts.
Top five investments by value are shown on pages 24 and 25 of the Annual Report and Accounts.
Additions and disposals for the year ended
AIM Share Class
Investment Manager’s Report - AIM Share Class
Introduction
The fundraising for the AIM Share Class was launched in
The world has changed dramatically since then with the conflict in
In view of the lack of AIM-IPOs we invested a proportion of the funds raised in a cash fund and equity income fund looking to produce some returns from the uninvested funds.
Net Asset Value and results
As at
Since it was announced on
The Investment Manager has been actively collaborating with the special administrators to reconcile the quoted positions, and is pleased to report no differences of value in quoted holdings have been identified as at
As noted in the Chair’s Statement and note 17 of the Annual Report and Accounts, the Company has recently recovered c.80% of the eligible quoted portfolio, with the remaining c.20% expected to be recovered following court proceedings. Whilst the outcome remains subject to change, the Company will be able to return to normal management of the portfolio following this initial distribution.
Outlook
Despite the frustrations of not being able to invest the Share Class’s funds as planned, it is pleasing to be able to report a positive return when, over the same period, the AIM market in general has suffered substantial losses.
With the challenge of investing the Share Class’s funds and the fact that the class is very small in size, we are discussing plans for the future of the class with the Board and seeking to find a strategy which is in Shareholders’ best interests.
An investment summary is shown on page 29 of the Annual Report and Accounts.
DSO D Share Class
Investment Manager’s Report - DSO D Share Class
Introduction
Proceeds from the two remaining investments in this Share Class were received in the year ended
Investments
As at
During the year ended
Return to Shareholders
On
Following the payment of this dividend, the Company has now returned all the capital associated with the DSO D Shares to Shareholders and divested of all investments held in the portfolio, with the payment of the dividend marking the end of the life cycle of the DSO D Shares.
Additions and disposals for the year ended
Investment Manager’s Report - DP67 Share Class
Introduction
The process of seeking to realise the remaining investments for optimal proceeds and returning funds to DP67 Shareholders continues.
Net Asset Value and results
The Net Asset Value (“NAV”) per DP67 Share at
The gain on ordinary activities after taxation for the year was £168,000 (2023: loss of £221,000), comprising a revenue gain of £7,000 (2023: loss of £92,000) and a capital gain of £161,000 (2023: loss of £129,000).
Investments
As at
Portfolio activity
Excluding the formal dissolutions of
Portfolio valuation
During the year, the valuation of the remaining DP67 Share Class increased in value by a total of £137,000 (2023: £nil).
Following a distribution from the underlying business which sold its hotel asset, in which
Attempts by
Outlook
The challenge now is to achieve an exit from
An investment summary is shown on page 34 of the Annual Report and Accounts.
Additions and disposals for the year ended
Audited Income Statement
for the year ended
| Year ended | Year ended | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | ||
| Income | 50 | - | 50 | 284 | - | 284 | |
| Realised (losses)/gains on investments | - | (5,959) | (5,959) | - | 141 | 141 | |
| Investment holding losses | - | (2,758) | (2,758) | - | (6,448) | (6,448) | |
| Investment management fees | (481) | (479) | (960) | (472) | (472) | (944) | |
| Other expenses | (528) | - | (528) | (689) | - | (689) | |
| Loss on ordinary activities before tax | (959) | (9,196) | (10,155) | (877) | (6,779) | (7,656) | |
| Tax on total comprehensive income and ordinary activities | - | - | - | - | - | - | |
| Loss attributable to equity Shareholders, being total comprehensive loss for the year | (959) | (9,196) | (10,155) | (877) | (6,779) | (7,656) | |
| Basic and diluted (loss)/return per share: | |||||||
| Ventures Share | (1.0p) | (10.3p) | (11.3p) | (1.0p) | (5.5p) | (6.5p) | |
| Healthcare Share | (1.4p) | (17.9p) | (19.3p) | (1.4p) | (20.0p) | (21.4p) | |
| AIM Share | (2.5p) | 3.2p | 0.7p | (4.3p) | 8.2p | 3.9p | |
| DSO D Share | (0.1p) | 3.0p | 2.9p | 0.3p | (0.4p) | (0.1p) | |
| DP67 Share | 0.1p | 1.4p | 1.5p | (0.8p) | (1.2p) | (2.0p) | |
The total column within the Income Statement represents the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standard 102 (“FRS 102”). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued in
Audited Balance Sheet
as at
| 2024 | 2023 | ||
| £’000 | £’000 | ||
| Fixed assets | |||
| Investments | 28,420 | 43,157 | |
| Current assets | |||
| Debtors | 2,126 | 2,510 | |
| Cash at bank and in hand | 10,456 | 6,082 | |
| 12,582 | 8,592 | ||
| Creditors: amounts falling due within one year | (615) | (1,214) | |
| Net current assets | 11,967 | 7,378 | |
| Net assets | 40,387 | 50,535 | |
| Capital and reserves | |||
| Called up share capital | 110 | 117 | |
| Capital redemption reserve | 4 | 4 | |
| Share premium account | 1,396 | - | |
| Special reserve | 49,101 | 50,483 | |
| Capital reserve – realised | (2,311) | 4,127 | |
| Revaluation reserve | (2,665) | 93 | |
| Revenue reserve | (5,248) | (4,289) | |
| Total equity Shareholders’ funds | 40,387 | 50,535 | |
| Basic and diluted Net Asset Value per share: | |||
| Ventures Share | 46.8p | 59.4p | |
| Healthcare Share | 41.5p | 61.6p | |
| AIM Share | 101.8p | 101.1p | |
| DSO D Share | - | 2.6p | |
| DP67 Share | 26.3p | 24.8p |
The financial statements on pages 76 to 100 of the Annual Report and Accounts were approved and authorised for issue by the Board of Directors on
Sir Aubrey Brocklebank Bt.
Chair
Company number: 06789187
Statement of Changes in Equity
for the year ended
| Called up Share capital | Capital Redemption reserve | Share premium account | Funds held in respect of shares not yet allotted | Special reserve | Capital Reserve - realised | Revaluation Reserve | Revenue reserve | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| At | 113 | 58 | 29,284 | 7 | 24,063 | 3,769 | 6,995 | (3,412) | 60,877 |
| Total comprehensive income | - | - | - | - | - | (331) | (6,448) | (877) | (7,656) |
| Transfer between reserves* | - | - | - | - | (2,540) | 2,994 | (454) | - | - |
| Unallotted shares | - | - | - | (7) | - | - | - | - | (7) |
| Transactions with owners | |||||||||
| Dividend paid | - | - | - | - | - | (2,305) | - | - | (2,305) |
| Cancellation of share premium | - | (58) | (31,727) | - | 31,785 | - | - | - | - |
| Issue of shares | 8 | - | 2,500 | - | - | - | - | - | 2,508 |
| Share issue costs | - | - | (57) | - | - | - | - | - | (57) |
| Purchase of own shares | (4) | 4 | - | - | (2,825) | - | - | - | (2,825) |
| At | 117 | 4 | - | - | 50,483 | 4,127 | 93 | (4,289) | 50,535 |
| Total comprehensive income | - | - | - | - | - | (6,438) | (2,758) | (959) | (10,155) |
| Transactions with owners | |||||||||
| Dividend paid | - | - | - | - | (1,172) | - | - | - | (1,172) |
| DSO D wind up | (8) | - | - | - | (210) | - | - | - | (218) |
| Issue of shares | 1 | - | 1,411 | - | - | - | - | - | 1,412 |
| Share issue costs | - | - | (15) | - | - | - | - | - | (15) |
| At | 110 | 4 | 1,396 | - | 49,101 | (2,311) | (2,665) | (5,248) | 40,387 |
*A transfer of £nil (2023: £454,000) representing previously recognised realised gains and losses on disposal of investments during the period has been made between the Revaluation Reserve and the Capital reserve - realised. A transfer of £nil (2023: £2,540,000) representing the total of: realised losses on the disposal of investments, cumulative realised losses on permanent fair value change, capital expenses and capital dividends in the period, has been made between the Capital Reserve - realised and the Special reserve.
Cash Flow Statement
for the year ended
| Year ended | Year ended | |
| £’000 | £’000 | |
| Cash flows from operating activities | ||
| Loss on ordinary activities before taxation | (10,155) | (7,656) |
| Losses on investments | 8,717 | 6,307 |
| (Decrease)/increase in creditors | (87) | 249 |
| (Increase)/decrease in debtors | (11) | 1,807 |
| Net cash (outflow)/inflow from operating activities | (1,536) | 707 |
| Cash flow from investing activities | ||
| Purchase of investments | (500) | (8,442) |
| Proceeds from disposal of investments | 6,347 | 8,119 |
| Proceeds from deferred consideration | 353 | - |
| Net cash inflow/(outflow) from investing activities | 6,200 | (323) |
| Cash flows from financing activities | ||
| Issue of share capital | 1,412 | 2,508 |
| Funds held in respect of shares not yet allotted | - | (7) |
| Cost of issue of share capital | (15) | (57) |
| Repurchase of shares | (515) | (2,825) |
| Equity dividends paid | (1,172) | (2,305) |
| Net cash outflow from financing activities | (290) | (2,686) |
| Net inflow/(outflow) in cash | 4,374 | (2,302) |
| Cash and cash equivalents at start of the year | 6,082 | 8,384 |
| Cash and cash equivalents at end of the year | 10,456 | 6,082 |
| Cash and cash equivalents comprise | ||
| Cash at bank and in hand | 10,456 | 6,082 |
| Total cash and cash equivalents | 10,456 | 6,082 |
Notes
1. These are not statutory accounts in accordance with S436 of the Companies Act 2006. The full audited accounts for the year ended
2. The audited Annual Financial Report has been prepared on the basis of accounting policies set out in the statutory accounts of the Company for the year ended
3. Copies of the Annual Report will be sent to shareholders and can be accessed on the following website: www.foresight.group/products/thames-ventures-vct-2-plc.
4. Basic and diluted Net Asset Value per share
| Shares in issue | 2024 Net Asset Value | 2023 Net Asset Value | ||||||||
| 2024 | 2023 | Pence per share | £’000 | Pence per share | £’000 | |||||
| Ventures Shares | 67,213,007* | 66,852,564* | 46.8p | 24,914 | 59.4p | 31,383 | ||||
| Healthcare Shares | 29,266,979* | 27,544,877* | 41.5p | 9,782 | 61.6p | 13,449 | ||||
| AIM Shares | 2,695,803 | 2,695,803 | 101.8p | 2,746 | 101.1p | 2,726 | ||||
| DSO D Shares | - | 7,867,247 | - | - | 2.6p | 200 | ||||
| DP67 Shares | 11,192,136 | 11,192,136 | 26.3p | 2,945 | 24.8p | 2,777 | ||||
| Net assets per Balance Sheet | 40,387 | 50,535 | ||||||||
*Includes 13,976,149 (2023: 13,976,149) Ventures Management Shares and 5,712,064 (2023: 5,712,064) Healthcare Management Shares, which have not been included in the calculation of Net Asset Value per share as the right to distributions on the Management Shares is waived until certain performance hurdles have been met, as described on pages 9 and 20 of the Annual Report and Accounts.
The Directors allocate the assets and liabilities of the Company between the DSO D Shares, DP67 Shares, Ventures Shares, Healthcare Shares and AIM Shares such that each Share Class has sufficient net assets to represent its dividend and return of capital rights, as described in note 12 of the Annual Report and Accounts.
As the Company has not issued any convertible shares or share options, there is no dilutive effect on the Net Asset Value per DSO D Share, per DP67 Share, per Ventures Share, per Healthcare Share or per AIM Share. The Net Asset Value per share disclosed therefore represents both the basic and diluted Net Asset Value per DSO D Share, per DP67 Share, per Ventures Share, per Healthcare Share and per AIM Share.
5. Basic and diluted return per share
| Weighted Average number of shares in issue* | Revenue (loss)/ gain | Capital (loss)/ gain | Total Comprehensive (loss)/ income | Basic and diluted (loss)/ return per share | |
| £’000 | £’000 | £’000 | Pence | ||
| Return per share is calculated on the following: | |||||
| Year ended | |||||
| Ventures Shares | 53,230,238 | (566) | (5,474) | (6,040) | (11.3p) |
| Healthcare Shares | 23,517,050 | (328) | (4,205) | (4,533) | (19.3p) |
| AIM Shares | 2,695,803 | (66) | 86 | 20 | 0.7p |
| DSO D Shares | 7,781,266 | (6) | 236 | 230 | 2.9p |
| DP67 Shares | 11,192,136 | 7 | 161 | 168 | 1.5p |
| Year ended | |||||
| Ventures Shares | 48,923,338 | (494) | (2,679) | (3,173) | (6.5p) |
| Healthcare Shares | 20,046,893 | (272) | (4,018) | (4,290) | (21.4p) |
| AIM Shares | 916,744 | (39) | 75 | 36 | 3.9p |
| DSO D Shares | 7,867,247 | 20 | (28) | (8) | (0.1p) |
| DP67 Shares | 11,192,136 | (92) | (129) | (221) | (2.0p) |
*Excluding 13,976,149 (2023: 13,976,149) Ventures Management Shares and 5,712,064 (2023: 5,712,064) Healthcare Management Shares as there is an agreement in place with the Company that the right to distributions on the Management Shares is waived until certain the performance hurdles are met, as described on pages 9 and 20 of the Annual Report and Accounts. At no point will voting rights attaching to the Management Shares be exercised.
As the Company has not issued any convertible securities or share options, there is no dilutive effect on the return per DSO D Share, DP67 Share, Ventures Share, Healthcare Share or AIM Share. The return per share disclosed therefore represents both the basic and diluted return per share for all classes of share.
6. Annual General Meeting
The Annual General Meeting of the Company will be held at the offices of
7. Income
| 2024 | 2023 | ||
| £’000 | £’000 | ||
| Income from investments | |||
| Loan interest | 46 | 269 | |
| Dividend income | 2 | 15 | |
| 48 | 284 | ||
| Other income | |||
| Other income | 2 | - | |
| 50 | 284 |
8. Investments
| Ventures Share Class | Healthcare Share Class | AIM Share Class | DSO D Share Class* | DP67 Share Class | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
| Opening cost at | 33,892 | 13,757 | 1,800 | 274 | 2,252 | 51,975 |
| Investment holding (losses)/gains at | (6,134) | (1,402) | 93 | (258) | (1,117) | (8,818) |
| Opening fair value at | 27,758 | 12,355 | 1,893 | 16 | 1,135 | 43,157 |
| Movements in the year: | ||||||
| Purchased at cost | 500 | 250 | - | - | - | 750 |
| Disposal proceeds | (5,186) | (1,122) | - | (39) | - | (6,347) |
| Realised losses on disposals** | (3,562) | (2,228) | - | (235) | (499) | (6,524) |
| Investment holding (losses)/gains*** | (1,711) | (1,909) | 110 | 258 | 636 | (2,616) |
| Closing value at | 17,799 | 7,346 | 2,003 | - | 1,272 | 28,420 |
| Closing cost at | 25,644 | 10,657 | 1,800 | - | 1,753 | 39,854 |
| Investment holding (losses)/gains at | (7,845) | (3,311) | 203 | - | (481) | (11,434) |
| Closing value at | 17,799 | 7,346 | 2,003 | - | 1,272 | 28,420 |
*Following the payment of the 2.7p per DSO D Share dividend on
**Realised losses in the Income Statement for the Ventures Share Class include the deferred consideration receipt from
***Investment holding losses in the Income Statement for the Ventures Share Class include the deferred consideration debtor decrease of £38,000. The debtor movement reflects the recognition of an amount receivable in respect of
9. Related party transactions
No Director has an interest in any contract to which the Company is a party other than their appointment and remuneration as Directors.
10. Transactions with the Investment Manager
In the opinion of the Directors, there is no immediate or ultimate controlling party.
Fees payable during the year to the Directors and their interest in shares of the Company are disclosed within the Directors’ Remuneration Report on pages 56 and 57 of the Annual Report and Accounts. There were no amounts outstanding and due to the Directors as at
Further related party transactions include
In addition,
The Company also has an agreement to pay an ongoing trail fee annually to the Investment Manager, in connection with applicable proceeds raised under previous offers for subscription, out of which there is an obligation to pay trail commission to intermediaries. The total trail fee payable in respect of the year ended
END
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