RNS Number : 1529K | Sure Ventures PLC | 19 December 2022
Unaudited Interim Report and Financial Statements
For the six months ended 30 September 2022
Company Number: 10829500
Table of Contents
- Chairman’s Statement
- Investment Manager’s Report6
- Interim Management Report10
- Alternative Performance Measures (“APMs”) 12
- Financial Statements 14
Condensed Statement of Comprehensive Income 15
Condensed Statement of Financial Position 16
Condensed Statement of Changes in Equity 17
Condensed Statement of Cash Flows 18
Notes to the Condensed Interim Financial Statements 19
Chairman’s Statement
Dear Shareholders,
On behalf of my fellow directors, I am delighted to present the interim results of Sure Ventures plc (the “Company”) for the six months ended 30 September 2022.
FINANCIAL PERFORMANCE
The Company’s performance for the half year to 30 September 2022 returned a net asset value (“NAV”) total return per share of -3.73% (30 September 2021: +16.47%), in line with expectations.
The performance remains largely unchanged from the impressive full year results to 31 March 2022, due to no changes in valuation of the underlying portfolio of unlisted investee companies.
The listed investments of the Company in ENGAGE XR Holdings plc (formerly known as VR Education Holdings plc) (“ENGAGE”) and Immotion Group plc (“Immotion”) have mirrored the sentiment of the stock market and macro-economic environment in general which has been volatile throughout the period. The cause of this volatility has been well documented with Covid, the war in Ukraine and higher interest rates. Market sentiment has been the main driver of the share performance of these listed holdings with ENGAGE trading marginally higher in the period and Immotion returning an unrealised loss, accounting for the slight drop in the Company’s half year NAV. At the time of writing, the share price in ENGAGE has further recovered while Immotion remains lower.
The Board is not overly concerned with the volatile price movements of ENGAGE and Immotion, as unlisted investments represent by far the greater proportion of the Company’s portfolio and there have been no grounds for any portfolio impairment since the Company’s launch.
In the period to 30 September 2022, the Company’s NAV attributable to shareholders increased steadily to £8.01m, with only a limited marketing strategy being employed by the Investment Manager.
The Company’s share price continues to trade a discount to its last published NAV, of around 14%. This is entirely normal for listed investment trusts. As a reflection of investor appetite, in June 2022 the Company was able to raise new subscriptions through a private placing at the mid-market share price, thus validating its share price.
PORTFOLIO UPDATE – FUND I
The Company holds 25.9% in Sure Valley Ventures Fund I, the first Sub-Fund of Suir Valley Fund ICAV (“Fund I”). The total commitment to Fund I was €7m (the Company increased its initial commitment from €4.5m in September 2019), of which €6.1m (87%) has been drawn down as at 30 September 2022.
The Company also holds direct investments outside of Fund I, in Immotion, a listed immersive virtual reality (“VR”) entertainment group and VividQ Limited, a privately owned deep technology company pioneering the application of holography in augmented reality (“AR”) and VR. The Fund I portfolio includes one listed entity, ENGAGE, a developer of VR software and immersive experiences with a specific focus on education. As at 30 September 2022, through its holding in Fund I, the Company has exposure to a further fifteen privately held companies in the AR, VR, internet of things (“IoT”) and artificial intelligence (“AI”) space. Fund I made its final portfolio investment in July 2022 in Everyangle, the Dublin based AI company focusing on the manipulation of CCTV and computer vision applications, transforming the video data into clear, actionable solutions.
PORTFOLIO UPDATE – FUND II
In March 2022, the Company announced its commitment of £5m to the Sure Valley Ventures Enterprise Capital Fund, of which £133k (3%) has been drawn down against this commitment as at 30 September 2022. This is a £85m first close of a total £95m UK software technology fund, investing in AR, VR and the Metaverse, including AI, IoT and Cybersecurity in investee companies throughout the UK (“Fund II”). The British Business Bank is the £50m cornerstone investor through its Enterprise Capital Funds programme and it is envisaged that investment in up to 25 software companies will be made during the investment period. The Company’s decision to invest in Fund II should ensure its future growth and success.
As at 30 September 2022, the first portfolio Fund II investment of £1m has been made in Retinize, a Belfast-based creative tech company developing an Animotive software, harnessing VR technology to transform the 3D animation process.
PORTFOLIO UPDATE – FUND II (CONTINUED)
Further information on the investment portfolio is provided in the report of the Investment Manager which follows this statement.
COMMITMENTS AND FUNDING
As previously mentioned, in 2019, the Company announced an increase in subscription to Fund I of €2.5m taking its total commitment to €7m, thereby increasing its share in the Fund from 21.6% to 25.9%. This commitment was made shortly before the Fund closed to new subscribers validating the Company’s belief that the Fund I portfolio is at a mature stage and, with several investee companies preparing for further funding rounds, there is demonstrable potential for further uplifts to occur from initial valuations.
The Company’s commitment to Fund II is £5m over the duration of the Fund’s investment period and the forecast capital calls throughout the investment period was a key consideration prior to agreeing to the Company’s commitment to Fund II.
The Company believes that it will have sufficient access to funding to meet its commitments to the Fund I and to its anticipated commitments to Fund II over the terms of each Fund’s investment cycle, through a combination of available cash, anticipated subscriptions and access to undrawn facilities.
INVESTMENT ENVIRONMENT
The Investment Manager has built a robust and varied portfolio of investee companies for Fund I, adding complimentary business in diverse sectors through its portfolio construction. New funding rounds and portfolio uplifts witnessed in the full year to 31 March 2022 are expected to continue into the remainder of the current financial year, as well as potential exit strategies being explored and anticipated over the next 1-2 years. The first investment in Fund II was made in the period and the current investment environment is likely to benefit the Investment Manager’s entry points, as initial investment valuations are expected to be negotiated lower.
Despite the global investment environment and volatile markets, investor appetite for early-stage technology companies remains strong. Ground-breaking advances in technology are critical to future long term economic growth. Labour issues and compressed profit margins provide even more reason to invest in technology. The investments the Company holds have shown considerable success to date and are in an excellent position to stimulate continued investor enthusiasm.
The Company believes that its strategy of early-stage seed investment in its chosen verticals continues to be a growth area, and to a certain degree, is immune to many factors that influence the performance of larger technology companies. The Company is conscious that the due diligence process utilised in the construction of Fund I needs to be equally rigorous in the Investment Manager’s portfolio selection for Fund II. The Board is confident that the disciplined investment process employed by the Investment Manager will continue to produce enhanced shareholder returns.
DIVIDEND
During the period to 30 September 2022, the Company has not declared a dividend (30 September 2021: £nil). Pursuant to the Company’s dividend policy the directors intend to manage the Company’s affairs to achieve shareholder returns through capital growth rather than income. The Company does not expect to receive a material amount of dividends or other income from its direct or indirect investments. It should not be expected that the Company will pay a significant annual dividend, if any.
GEARING
The Company may deploy gearing of up to 20% of net asset value (calculated at the time of borrowing) to seek to enhance returns and for the purposes of capital flexibility and efficient portfolio management. The Company’s gearing is expected to primarily comprise bank borrowings but may include the use of derivative instruments and such other methods as the Board may determine. During the period to 30 September 2022 the Company did not employ any borrowing (30 September 2021: £nil).
The Board will continue to review the Company’s borrowing, in conjunction with the Investment Manager on a regular basis pursuant with the Company’s overall cash management and investment strategy.
CAPITAL RAISING
On 31 May 2022, the Company announced a placing of 441,860 ordinary shares that were admitted to trading on the Specialist Fund Segment of the London Stock Exchange on 10 June 2022, under the existing ISIN: GB00BYWYZ460, taking the total shares in admission as at 30 September 2022 to 6,455,085.
The Investment Manager’s Report following this Statement gives further detail on the affairs of the Company. The Board is confident of the long-term prospects for the Company in pursuit of its investment objectives.
OUTLOOK
Global markets, and in particular the technology sector, are experiencing turbulent times, with valuations of large, listed stocks coming under selling pressures throughout 2022. As outlined above, the Company is not concerned by the selling pressures in listed stocks and it believes its strategy of portfolio investing in diverse, early-stage technology companies with proven revenue streams in the high growth areas of its chosen verticals is still on track to generate significant returns over the investment horizons of the respective investment funds, including its direct investments. The Investment Manager continues to explore routes to market and potential exits of Fund I investee companies, as well as continuing to identify suitable additions for Fund II, utilising its proven due diligence filter process. The Company is confident that there will be more positive developments in the remainder of the current financial year to announce for Fund I and Fund II, as well as other potential investment opportunities.
Perry Wilson
Chairman
13 December 2022
2 Investment Manager’s Report
Investment Manager’s Report
THE COMPANY
Sure Ventures plc (the “Company”) was established to enable investors to gain access to early stage technology companies in the four exciting and expansive market verticals of augmented reality and virtual reality (“AR/VR”), artificial intelligence (“AI”), Cybersecurity and the Internet of Things (“IoT”).
The Company gains access to deal flow ordinarily reserved for venture capital funds and ultra-high net worth angel investors, establishing a diversified software-centric portfolio with a clear strategy. Listing the Fund on the London Stock Exchange offers investors:
- Relative liquidity
- A quoted share price
- A high level of corporate governance
It is often too expensive, too risky and too labour intensive for investors to build a portfolio of this nature themselves. We are leveraging the diverse skillsets of an experienced management team who have the industry network to gain access to quality deal flow, the expertise to complete extensive due diligence in target markets and the entrepreneurial skills to help these companies to mature successfully. Those investing in the Company will get exposure to Sure Valley Ventures which in turn makes direct investments in the above sectors in the UK & Ireland.
Augmented Reality & Virtual Reality
The Immersive Technologies market has had a significant growth boost during COVID 19 (Netflix or video games for example) and AR/VR is no exception. The AR/VR market was valued at $14.84 billion in 2020 by Allied Market Research and is projected to reach $454.73 billion by 2030, registering a Compound Annual Growth Rate (“CAGR”) of 40.7%. Growth of the mobile gaming industry and increase in internet connectivity act as the key drivers of the global AR and VR market. In addition, increase in use of consumer electronic devices is expected to fuel the global AR/VR market growth. Meta is a key player in VR, has had great success with its Quest 2 VR headset and plans to launch a new high-end metaverse headset in Q2 this year, along with Apple which is expected to launch an AR and VR headset before the end of the year, both of which will help accelerate growth in the market even further.
Internet of Things
MarketsandMarkets also forecasts that the post-COVID 19 global IoT market size is expected to grow from USD 300.3 billion in 2021 to USD 650.5 billion by 2026, at a CAGR of 16.7% from 2021 to 2026. The major factors fueling the IoT market include access to low-cost, low-power sensor technology, availability of high-speed connectivity, increase in cloud adoption, and Increasing use of data processing and analytics. Moreover, increase in smart city initiatives worldwide, increase in connected devices to drive the growth of IoT, and emerging 5G technology to help IoT adoption, globally would provide lucrative opportunities for IoT vendors.
Cybersecurity
Grand View Research reports that the global cybersecurity market size was valued at USD 184.93 billion in 2021 and is expected to expand at a CAGR of 12.0% from 2022 to 2030. The increasing number of cyber-attacks with the emergence of e-commerce platforms, deployment of cloud solutions, and proliferation of smart devices are some of the factors driving the market growth. Cyber threats are anticipated to evolve with the increase in usage of devices with intelligent and IoT technologies. As such, organisations are expected to adopt and deploy advanced cyber security solutions to detect, mitigate, and minimise the risk of cyber-attacks, thereby driving the market growth.
Artificial Intelligence
MarketsandMarkets forecasts the global artificial intelligence (“AI”) market size to grow USD 58.3 billion in 2021 to USD 309.6 billion by 2026, at a CAGR of 39.7% during the forecast period. Various factors such as growth of data-based AI and advancement in deep learning and need to achieve robotic autonomy to stay competitive in a global market are expected to drive the adoption of the AI solutions and services.
The benefit of investing in companies in these four key sectors at a Seed stage are that:
- Sure Valley Ventures can invest in these companies at attractive valuations of between £2 to £8m and get up to 20% of the company for initial investment amounts of between £0.75m to £1.25m.
- The investment sectors (AR/VR, IoT, AI, and Cybersecurity) have massive growth potential ahead of them which creates a tailwind behind the companies that are creating these new markets.
- These sectors are also ones that have the potential of creating the next big European Companies and build on Europe’s existing technology strengths.
- These companies have the potential to get to exponential growth and of achieving an IPO or being acquired by one of the Silicon Valley giants who are all investing in these sectors.
- The Sure Valley Ventures Platform and Network can help fast-track the development of these companies across the chasm to the Series A investment round, which in turn increases the potential for an outsized return and also reduces the risk of the failure of a portfolio company.
In summary, Sure Ventures plc can gain exposure to all of these benefit through its participation in the Sure Valley Ventures Funds, as further outlined below.
PORTFOLIO BREAKDOWN
On 6 February 2018, the Company entered into a €4.5m commitment to Sure Valley Ventures (“Fund I”), the sole sub-fund of Suir Valley Funds ICAV and its investment was equalised into Fund I at that date. On 31 August 2019, a further €2.5m was committed to Fund I, taking the total investment in Sure Valley Ventures to €7m. The first drawdown was made on 5 March 2018 and as at 30 September 2022, a total of €6,118,839 had been drawn down against this commitment.
On 26 April 2019, the Company made a direct investment of £500,000 into VividQ Limited, a deep tech start-up with world leading expertise in 3D holography. This investment represents the second direct investment of the Company, alongside Immotion Group Plc, which was announced on 24 April 2018.
On 25 February 2022, Sure Ventures plc committed to invest £5m into the second fund of Sure Valley Ventures (“Fund II”). Fund II completed an £85m first close of a £95m UK software technology fund, which aims to increase the supply of equity capital to high-potential, early-stage UK companies. The first drawdown was made on 23 February 2022 and as at 30 September 2022, a total of £133,500 had been drawn down against this commitment.
As detailed in the Statement of Position included in the following financial statements, these two Sure Valley Ventures Fund investments alongside the two direct investments, represent the entire portfolio of Sure Ventures plc as at 30 September 2022.
On 31 May 2022, the Company announced a placing of 441,860 ordinary shares. The ordinary shares were admitted to trading on the Specialist Fund Segment of the London Stock Exchange on 10 June 2022, under the existing ISIN: GB00BYWYZ460, taking the total shares in admission as at 30 September 2022 to 6,455,085.
SUIR VALLEY FUNDS ICAV
Suir Valley Funds ICAV (the ”ICAV”) is a close-ended Irish collective asset-management vehicle with segregated liability between sub-funds incorporated in Ireland pursuant to the Irish Collective Asset-management Vehicles Act 2015 and 2020 constituted as an umbrella fund insofar as the share capital of the ICAV is divided into different series with each series representing a portfolio of assets comprising a separate sub-fund.
The ICAV was registered on 18 October 2016 and authorised by the Central Bank of Ireland as a qualifying investor alternative investment fund (“QIAIF”) on 10 January 2017. The initial sub-fund of the ICAV is Sure Valley Ventures, or Fund I, which had an initial closing date of 1 March 2017. Fund I invests in a broad range of software companies with a focus on companies in the AR/VR, AI and IoT sectors.
As at 30 September 2022, Fund I had commitments totaling €27m and had made seventeen direct investments into companies spanning the AR/VR, AI and IoT sectors. One of these investments was sold in 2019, giving Fund I its first realised gain on exit of around 5X return on investment. On 12 March 2018, Immersive VR Education Limited, Fund I’s first investment, completed a flotation on the London Stock Exchange (AIM) and the Dublin Stock Exchange (ESM). The public company is now called ENGAGE XR Holdings Plc – ticker EXR (formerly VR Education Holdings plc). EXR was the first software company to list on the ESM since that market’s inception. In July 2020, following an improvement in share price, Fund I decided to sell sufficient shares to recover its initial investment. This resulted in a realised gain of €73k being payable to Sure Ventures plc, along with its share of the initial investment, and some escrow funds from the aforementioned exit. The final escrow payment from the sale was settled in July 2021, seeing another €151k flowing to the plc. Total distributions from Fund I to the plc as at 30 September 2022 was €1,759,630.
SURE VALLEY VENTURES ENTERPRISE CAPITAL FUND
Sure Valley Ventures Enterprise Capital Fund is a close-ended UK based GP/LP Fund which completed its first close on 1 March 2022. The total commitments for this first close were £85m, with potential for a further £10m to be raised in a secondary close. The British Business Bank are the cornerstone investor of this Fund, committing £50m of the initial £85m, with Sure Ventures plc committing a total of £5m.
Fund II has a similar investment strategy to Fund I, being a seed capital investor in high growth software companies that are focused on bringing a disruptive innovation to market. It plans to invest into 25 software companies from across the UK through its new fund. As well as being based in London, Dublin, and Cambridge, the Sure Valley team has recently opened an office in Manchester to help access deals in the significant and exciting innovation clusters that have developed around creative technologies in the North of England and in the Metaverse and AI opportunities in cities such as Manchester, Leeds, Sheffield and Newcastle.
As at 30 September 2022, the Fund had drawn down a total of £2.27m and has made its first investment into a Belfast based company called Retinize, for an amount of £1m. The total invested capital to date for Sure Ventures plc was £95,000.
PERFORMANCE
In the period to 30 September 2022, the Company’s performance remained strong, as it returned a net asset value of £1.24/unit, representing a 4% decline from the audited March-22 NAV of £1.29p. The NAV remains largely unchanged as a result of minimal fluctuations in valuation of any of the portfolio companies from year end, against a backdrop of the usual cost base. The two direct investments have have mixed results, with Immotion Group plc, closing the period at 2.8p, down from 4.7p at the year-end; indicative of a tough few months in the public markets and wider economy. VividQ remains unchanged, having closed a new funding round to give Sure Ventures plc an unrealised gain of 59% on its initial holding in the previous financial year. Given the lack of revenue to support the ongoing operational costs of the plc, these unrealised gains are key to maintaining a steady NAV, until the point that we see more exits and realised gains.
FUTURE INVESTMENT OUTLOOK
Fund I has achieved one very positive realised gain, recovered its full investment in its listed portfolio company, as well as seeing a number of unrealised gains across the portfolio. The portfolio of current investments is continuing to mature, with more companies completing series A funding rounds, which has started to provide the NAV growth that was set out to achieve from inception. As the investment period of this Fund draws to a close, there are no more new investments to be made, with all remaining capital being allocated to follow-on funding of existing investments, as these companies continue to grow and provide Fund I with opportunities to exit.
We remain confident in the future outlook of the Company in the remaining half of this financial year and in line with the Prospectus, particularly with the launch of the new Enterprise Capital Fund, whilst also reserving the right to make further direct investments provided there is sufficient working capital to do so.
Shard Capital AIFM LLP
Investment Manager
28 October 2022
3 Interim Management Report
Interim Management Report
The report below together with the Chairman’s Statement, Investment Manager’s Report and related party disclosures in the notes to the financial statements constitute the Interim Management Report for the six months ended 30 September 2022.
Principal risks and uncertainties
The principal risks and uncertainties associated with the Company’s business are divided into the following main areas:
- Operational risks, including risks associated with reliance on third party service providers, reliance on key individuals at the Investment Manager and fluctuations in the market price of the Company’s shares;
- Investment risks, including risks associated with the investment objective, borrowing and liquidity of investments; and
- Regulatory risks, including risks associated with maintenance of investment trust status and compliance with applicable legislative obligations.
The above risks are described further in the Company’s Annual Report for the year ended 31 March 2022 together with measures that have been put in place to mitigate and manage those risks.
In the view of the directors, the principal risks and uncertainties reported in the latest Annual Report for the year ended 31 March 2022 remain unchanged and will be applicable to the remaining six months of the financial year.
GOING CONCERN
The Board and the Investment Manager believe that the operational viability and going concern status of the Company remains intact and will continue for the next financial 12 months ahead and foreseeable future. The Board has no concerns in regards to the ongoing existence of the Company.
The Board is also satisfied that the key service providers have the ability to continue to operate efficiently in a remote or virtual working environment.
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The directors confirm that, to the best of their knowledge that:
- a) the condensed set of unaudited financial statements contained within the half-yearly financial report have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting as required by the Disclosure and Transparency Rule 4.2.4R, and give a true and fair view of the assets, liabilities and financial position of the Company;
- b) the Interim Management Report includes a fair review, as required by Disclosure and Transparency Rule 4.2.7R, of important events that have occurred during the first six months of the financial year, their impact on the condensed set of unaudited financial statements, and a description of the principal risks and perceived uncertainties for the remaining six months of the financial year; and
- c) the Interim Management Report includes a fair review of the information concerning related parties’ transactions as required by Disclosure and Transparency Rule 4.2.8R.
For and on behalf of the board of directors
Perry Wilson
Chairman
13 December 2022
4 Alternative Performance Measures (“APMs”)
Alternative Performance Measures (“APMs”)
APMs are often used to describe the performance of investment companies although they are not specifically defined under UK-adopted international accounting standards. Calculations for APMs used by the Company are shown below.
ONGOING CHARGES
A measure expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment company, calculated in accordance with the AIC methodology.
| Period ended 30 September 2022
|
|
|
| Average NAV (£’000) |
a |
£8,064 |
| Recurring costs (£’000) |
b |
£336 |
|
b/a |
4.17% |
PREMIUM/(DISCOUNT)
The amount, expressed as a percentage, by which the share price is more than the NAV per share.
| As at 30 September 2022
|
|
|
| NAV per ordinary share |
a |
124.00p |
| Share price |
b |
108.00p |
| Premium/(Discount) |
(b-a)/a |
(12.90%) |
TOTAL RETURN
A measure of performance that includes both income and capital returns. This takes into account capital gains and reinvestment of any dividends paid out by the Company, with reinvestment on ex-dividend date.
| Year ended 31 March 2022
|
|
NAV |
Share price |
| Opening as at 31 March 2022 (p) |
a |
128.91 |
102.00 |
| Closing at 30 September 2022 (p) |
b |
124.00 |
108.00 |
| Dividend reinvestment factor |
c |
1 |
1 |
| Adjusted closing (d = b x c) |
d |
124.00 |
108.00 |
| Total return |
(d-a) / a |
(3.81)% |
5.88% |
5 Financial Statements
Condensed Statement of Comprehensive Income
For the six months ended 30 September 2022 (unaudited)
|
Notes |
Revenue
£ |
Capital
£ |
Total
£ |
| Income |
|
|
|
|
| Other net changes in fair value on financial assets at fair value through profit or loss |
|
– |
(12,816) |
(12,816) |
| Rebate management fee |
|
50,694 |
– |
50,694 |
| Total net income/(loss) |
|
50,694 |
(12,816) |
37,878 |
| |
|
|
|
|
| Expenses |
|
|
|
|
| Management fee |
|
(50,628) |
(66) |
(50,694) |
| Custodian, secretarial and administration fees |
|
(54,714) |
– |
(54,714) |
| Other expenses |
|
(125,036) |
– |
(125,036) |
| Total operating expenses |
|
(230,378) |
(66) |
(230,444) |
| |
|
|
|
|
| Loss before taxation and after finance costs |
|
(179,684) |
(12,882) |
(192,566) |
| Taxation |
|
– |
– |
– |
| Loss after taxation |
|
(179,684) |
(12,882) |
(192,566) |
|
|
|
|
|
| Deficit per share |
6 |
(2.87) |
(0.21) |
(3.08) |
For the six months ended 30 September 2021 (unaudited)
|
Notes |
Revenue
£ |
Capital
£ |
Total
£ |
| Income |
|
|
|
|
| Other net changes in fair value on financial assets at fair value through profit or loss |
|
– |
912,687 |
912,687 |
| Other income |
|
– |
128,800 |
128,800 |
| Total net income |
|
– |
1,041,487 |
1,041,487 |
| |
|
|
|
|
| Expenses |
|
|
|
|
| Custodian, secretarial and administration fees |
|
(48,259) |
– |
(48,259) |
| Other expenses |
|
(101,100) |
– |
(101,100) |
| Total operating expenses |
|
(149,359) |
– |
(149,359) |
| |
|
|
|
|
| Profit/(loss) before taxation and after finance costs |
|
(149,359) |
1,041,487 |
892,128 |
| Taxation |
|
– |
– |
– |
| Profit/(loss) after taxation |
|
(149,359) |
1,041,487 |
892,128 |
| |
|
|
|
|
| Earnings per share |
6 |
(2.48) |
17.32 |
14.84 |
The total comprehensive income and expense for the period is attributable to shareholders of the Company. The accompanying notes on pages 19 to 21 form part of these condensed interim financial statements.
Condensed Statement of Financial Position
As at 30 September 2022
|
Notes |
30 September 2022
(unaudited)
£ |
31 March 2022
(audited)
£ |
| Non-current assets |
|
|
|
| Investments held at fair value through profit or loss |
7 |
8,000,187 |
7,516,667 |
|
|
8,000,187 |
7,516,667 |
| |
|
|
|
| Current assets |
|
|
|
| Receivables |
|
– |
1,600 |
| Cash and cash equivalents |
|
83,398 |
282,178 |
|
|
83,398 |
283,778 |
|
|
|
|
| Total assets |
|
8,083,585 |
7,800,445 |
| |
|
|
|
| Current liabilities |
|
|
|
| Other payables |
|
(73,305) |
(48,849) |
|
|
(73,305) |
(48,849) |
|
|
|
|
| Total assets less current liabilities |
|
8,010,280 |
7,751,596 |
|
|
|
|
| Total net assets |
|
8,010,280 |
7,751,596 |
|
|
|
|
| Shareholders’ funds |
|
|
|
| Ordinary share capital |
8 |
64,882 |
60,132 |
| Share premium |
|
6,215,280 |
5,768,780 |
| Revenue reserves |
|
(1,495,372) |
(1,315,688) |
| Capital reserves |
|
3,225,490 |
3,238,372 |
| Total shareholders’ funds |
|
8,010,280 |
7,751,596 |
| |
|
|
|
| Net asset value per share |
|
124.09 |
128.91 |
The accompanying notes on pages 19 to 21 form part of these condensed interim financial statements.
The financial statements on pages 15 to 18 were approved by the board of directors and authorised for issue on 13 December 2022. The financial statements were signed on its behalf by:
Perry Wilson, Chairman
Condensed Statement of Changes in Equity
For the six months ended 30 September 2022 (unaudited)
|
Ordinary
Share
Capital
£ |
Share
Premium
£ |
Revenue
Reserves
£ |
Capital
Reserves
£ |
Total
Reserves
£ |
Total
Equity
£ |
| For the year ended 31 March 2022 |
60,132 |
5,768,780 |
(1,315,688) |
3,238,372 |
1,922,684 |
7,751,596 |
| Ordinary shares issued |
4,750 |
470,250 |
– |
– |
– |
475,000 |
| Ordinary shares issue costs |
– |
(23,750) |
– |
– |
– |
(23,750) |
| Loss after taxation |
– |
– |
(179,684) |
(12,882) |
(192,566) |
(192,566) |
| Dividends paid in the period |
– |
– |
– |
– |
– |
– |
| Balance at 30 September 2022 |
64,882 |
6,215,280 |
(1,495,372) |
3,225,490 |
1,730,118 |
8,010,280 |
For the six months ended 30 September 2021 (unaudited)
|
Ordinary
Share
Capital
£ |
Share
Premium
£ |
Revenue
Reserves
£ |
Capital
Reserves
£ |
Total
Reserves
£ |
Total
Equity
£ |
| For the year ended 31 March 2021 |
53,507 |
5,146,030 |
(1,026,510) |
752,737 |
(273,773) |
4,925,764 |
| Ordinary shares issued |
6,625 |
655,875 |
– |
– |
– |
662,500 |
| Ordinary shares issue costs |
– |
(33,125) |
– |
– |
– |
(33,125) |
| Profit/(loss) after taxation |
– |
– |
(149,359) |
1,041,487 |
892,128 |
892,128 |
| Dividends paid in the period |
– |
– |
– |
– |
– |
– |
| Balance at 30 September 2021 |
60,132 |
5,768,780 |
(1,175,869) |
1,794,224 |
618,355 |
6,447,267 |
The accompanying notes on pages 19 to 21 form part of these condensed interim financial statements.
Condensed Statement of Cash Flows
For the six months ended 30 September 2022
|
Notes |
30 September 2022
(unaudited)
£ |
30 September 2021
(unaudited)
£ |
| Cash flows from operating activities: |
|
|
|
| (Loss)/profit after taxation |
|
(192,566) |
892,128 |
| Adjustments for: |
|
|
|
| Decrease in receivables |
|
1,600 |
– |
| Increase/(decrease) in payables |
|
24,456 |
(17,718) |
| Unrealised profit on foreign exchange |
7 |
(200,393) |
(23,856) |
| (Profit)/loss on sale of investment |
|
– |
(2,773) |
| Net changes in fair value on financial assets at fair value through profit or loss |
7 |
213,208 |
(885,336) |
| Net cash (outflow) from operating activities |
|
(153,695) |
(37,555) |
| |
|
|
|
| Cash flows from investing activities: |
|
|
|
| Purchase of investments |
7 |
(496,335) |
(894,541) |
| Sale of investments |
7 |
– |
261,360 |
| Net cash (outflow) from investing activities |
|
(496,335) |
(633,181) |
| |
|
|
|
| Cash flows from financing activities: |
|
|
|
| Proceeds from issue of ordinary shares |
|
475,000 |
662,500 |
| Share issue costs |
|
(23,750) |
(33,125) |
| Net cash inflow from financing activities |
|
451,250 |
629,375 |
| |
|
|
|
| Net change in cash and cash equivalents |
|
(198,780) |
(41,361) |
| Cash and cash equivalents at the beginning of the period |
|
282,178 |
1,255,199 |
| Net cash and cash equivalents |
|
83,398 |
1,213,838 |
The accompanying notes on pages 19 to 21 form part of these condensed interim financial statements.
Notes to the Condensed Interim Financial Statements
1) GENERAL INFORMATION
Sure Ventures plc (the “Company”) is a company incorporated in England and Wales (registration number: 10829500) on 21 June 2017 and commenced trading on 19 January 2018 upon listing. The registered office of the Company is International House, 36-38 Cornhill, London, United Kingdom, EC3V 3NG.
The Company is an investment company within the meaning of section 833 of the Companies Act 2006.
The Company operates as an investment trust in accordance with Chapter 4 of Part 24 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. In the opinion of the directors, the Company has conducted its affairs so that it is able to maintain its status as an investment trust. Approval of the Company’s application for approval as an investment trust was received from HMRC on 22 November 2018, applicable from the accounting period commencing 1 April 2018.
The Company is an externally managed closed-ended investment company with an unlimited life and has no employees.
The information set out in these unaudited condensed interim financial statements for the period ended 30 September 2022 does not constitute statutory accounts as defined in section 435 of Companies Act 2006. Comparative figures 31 March 2022 are derived from the financial statements for that year. The financial statements for the year ended 31 March 2022 have been delivered to the Registrar of Companies and contain an unqualified audit report and did not contain a statement under emphasis of matter or statements under section 498(2) or (3) of the Companies Act 2006. The financial statements of the Company for the year ended 31 March 2022 are available upon request from the Company’s registered office at International House, 36-38 Cornhill, London, United Kingdom, EC3V 3NG.
2) BASIS OF ACCOUNTING
The financial statements of the Company have been prepared in accordance with UK-adopted international accounting standards in accordance with the requirements of the Companies Act 2006. They do not include all the information required for the full annual financial statements, and should be read in conjunction with the annual financial statements of the Company for the year ended 31 March 2022. The principal accounting policies adopted in the preparation of the financial information in these unaudited condensed interim financial statements are unchanged from those used in the Company’s financial statements for the year ended 31 March 2022. This report does not itself contain sufficient information to comply with IFRS.
3) ESTIMATES
The preparation of the unaudited condensed interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.
In preparing these unaudited condensed interim financial statements, the significant judgement made by management in applying the Company’s accounting policies and the key sources of estimation were the same as those that applied to the Company financial statements as at and for the year ended 31 March 2022.
4) FINANCIAL RISK MANAGEMENT
The Company’s financial risk management objectives and policies are consistent with those disclosed in the Company financial statements as at and for the year ended 31 March 2022.
5) TAXATION
As an investment trust the Company is exempt from corporation tax on capital gains. The Company’s revenue income is subject to tax, but offset by any interest distribution paid, which has the effect of reducing that corporation tax to nil. This means the interest distribution may be taxable in the hands of the Company’s shareholders.
6) EARNINGS PER SHARE
| For the six months period ended 30 September 2022 |
Revenue
(pence) |
Capital
(pence) |
Total
(pence) |
| Earnings per ordinary share |
(2.87)p |
(0.21)p |
(3.08)p |
| For the financial year ended 31 March 2022 |
| Earnings per ordinary share |
(4.92)p |
42.28p |
37.36p |
The calculation of the above is based on revenue returns of (£179,684) (31 March 2022: (£289,178)), capital returns of (£12,882) (31 March 2022: £2,485,635) and total returns of (£192,566) (31 March 2022: £2,196,457) and weighted average number of ordinary shares of 6,252,264 (31 March 2022: 5,878,910) as at 30 September 2022.
7) INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
|
As at 30 September 2022
£ |
As at 31 March 2022
£ |
| Opening cost |
|
|
| Opening fair value |
7,516,667 |
3,724,611 |
| |
|
|
| Purchases at cost |
496,335 |
1,693,939 |
| Sales |
– |
(261,361) |
| Realised gain |
– |
2,773 |
| Unrealised (loss)/gain |
(213,208) |
2,406,989 |
| Unrealised gain/(loss) on foreign exchange |
200,393 |
(50,284) |
| Closing fair value |
8,000,187 |
7,516,667 |
8) ORDINARY SHARE CAPITAL
The table below details the issued share capital of the Company as at the date of the Financial Statements.
| Issued and allotted |
No. of shares
30 September
2022 |
No. of shares
31 March 2022
|
Ordinary Share Capital
30 September
2022
£ |
Ordinary Share Capital
31 March 2022
£ |
| Ordinary shares of 1 penny each |
6,455,085 |
6,013,225 |
64,882 |
60,132 |
On incorporation, the issued share capital of the Company was £0.01 represented by one ordinary share of £0.01. Redeemable preference shares of 50,000 were also issued with a nominal value of £1 each, of which 25% were paid. The redeemable shares were issued to enable the Company to obtain a certificate of entitlement to conduct business and to borrow under section 761 of the Companies Act 2006. The redeemable shares were redeemed on listing from the proceeds of the issue of the new ordinary shares upon admission on 19 January 2018.
The following table details the subscription activity for the period ended 30 September 2022.
|
30 September 2022 |
31 March 2022 |
| Balance as at 31 March 2022 |
6,013,225 |
5,350,725 |
| Ordinary shares issued |
441,860 |
662,500 |
| Balance as at 30 September 2022 |
6,455,085 |
6,013,225 |
|
|
|
|
During the period ended 30 September 2022, all proceeds from this issue was received (31 March 2022, all proceeds from this issue was received).
9) RELATED PARTY TRANSACTIONS AND TRANSACTIONS WITH THE MANAGER
Directors – There were no contracts subsisting during or at the end of the period in which a director of the Company is or was interested and which are or were significant in relation to the Company’s business. There were no other transactions during the period with the directors of the Company. The directors do not hold any ordinary shares of the Company.
At 30 September 2022, there was £1,291 (31 March 2022: £1,445) payable to Her Majesty’s Revenue and Customs (“HMRC”) for taxes on the directors fees and expenses.
Manager – Shard Capital AIFM LLP (the ‘Manager’), a UK-based company authorised and regulated by the Financial Conduct Authority, has been appointed the Company’s manager and authorised investment fund manager for the purposes of the Alternative Investment Fund Managers Directive. Details of the services provided by the Manager and the fees paid are given in the Prospectus dated 17 November 2017.
During the period the Company incurred £50,694 (31 March 2022; £87,219) of fees and at 30 September 2022, there was £nil (31 March 2022: £Nil) payable to the Manager.
During the period the Company paid £23,750 (31 March 2022: £33,125) of placement fees to Shard Capital Partners LLP.
During the period the Company paid £6,110 (31 March 2022: £12,000) (excluding VAT) of corporate broking retainer fees to Shard Capital Partners LLP.
The Company has an investment in Sure Valley Ventures Fund, the sub-fund of Suir Valley Funds ICAV and Sure Valley Ventures Enterprises Capital LP, amounting to £7,028,893 and £64,668 respectively.
10) SUBSEQUENT EVENTS
There were no subsequent events which would require disclosure in the financial statements.
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