Baronsmead Venture Trust
plc
Annual Report and Audited
Financial Statements
for the year ended 30
September 2024
The Directors of Baronsmead Venture Trust plc are
pleased to announce the Annual Financial Report for the year ended
30 September 2024. The Annual Report and Financial Statements can
be obtained from the following website: www.baronsmeadvcts.co.uk
Financial Highlights
· Net
Asset Value ("NAV") per share increased 6.9 per cent to 56.6p,
before the deduction of dividends, for the financial year ended 30
September 2024.
· NAV
total return of 421.5p to shareholders for every 100.0p invested at
launch (April 1998).
· Annual tax
free dividend yield of 7.1 per cent based on 3.75p dividends paid
(including proposed final dividend of 2.0p) and opening NAV of
52.9p.
· £13.0million of investments made into seven new and twelve
follow-on opportunities during the year.
Investment policy
Baronsmead Venture Trust plc's ("the Company") investment
policy is to invest primarily in a diverse portfolio of UK growth
businesses, whether unquoted or traded on AIM, which are
substantially based in the UK, although many of these investees may
have some trade overseas.
Investments are made selectively
across a range of sectors in companies that have the potential to
grow and enhance their value and which will diversify the
portfolio.
The Company will make investments in
accordance with the prevailing VCT legislation which places
restrictions, inter alia, on the type and age of investee companies
as well as the maximum amount of investment that such investee
companies may receive.
Investment securities
The Company invests in a range of
securities including, but not limited to, ordinary and preference
shares, loan stocks, convertible securities, and permitted non
qualifying investments as well as cash. Unquoted investments are
usually structured as a combination of ordinary shares and loan
stocks or preference shares, while AIM-traded investments are
primarily held in ordinary shares. No single investment may
represent more than 15 per cent (by VCT value) of the Company's
total investments.
Liquidity
Pending investment in VCT qualifying
investments, the Company's cash and liquid funds are held in
permitted non- qualifying investments.
Investment style
Investments are selected in the
expectation that the application of private equity disciplines,
including active management of the investments, will enhance value
and enable profits to be realised on the sale of
investments.
Co-investment
The Company typically invests
alongside Baronsmead Second Venture Trust plc in unquoted and
quoted companies sourced by the Manager. Following the Manager's
acquisition of the Mobeus VCTs in September 2021, the Company now
also co-invests alongside the Mobeus VCTs in new unquoted VCT
qualifying investments. All new qualifying AIM dealflow will
continue to be exclusively allocated between the Company and
Baronsmead Second Venture Trust plc.
As detailed in the Management
retention section of the Strategic Report in the full Annual Report
and Accounts the Manager's staff and portfolio consultants are
entitled to invest in unquoted investments alongside the Company.
This arrangement is in line with current practice of private equity
houses and its objective is to attract, recruit, retain and
incentivise the Manager's team and is made on terms which align the
interests of shareholders and the Manager.
Borrowing powers
Should it be required, the Company's
policy is to use borrowing for short term liquidity purposes only
up to a maximum of 25 per cent of the Company's gross assets, as
permitted by the Company's Articles of Association.
Investment objective
The Company is a tax efficient
listed company which aims to achieve long-term positive investment
returns for private investors, including tax-free
dividends.
Dividend policy
The Board will decide the annual
dividends each year and the level of the dividends will depend on
investment performance, the level of realised returns and available
liquidity. The dividend policy guidelines below are not binding and
the Board retains the ability to pay higher or lower dividends
relevant to prevailing circumstances and actual realisations. However, the Board confirms the
following two guidelines that shape its dividend policy:
· The Board will,
wherever possible, seek to pay two dividends to shareholders in
each calendar year, typically an interim in September and a final
dividend following the AGM in February/March; and
· The Board
will use, as a guide, when setting the dividends for a financial
year, a sum representing 7 per cent of the opening NAV of that
financial year.
About Baronsmead Venture Trust Plc
Key
elements of the business model
Access to an attractive, diverse portfolio
The Company gives shareholders
access to a diverse portfolio of growth businesses.
The Company will make investments in
growth businesses, whether unquoted or traded on AIM, which are
substantially based in the UK in accordance with the prevailing VCT
legislation. Investments are made selectively across a range of
sectors.
The
Manager's approach to investing
The Manager endeavours to select the
best opportunities and applies a distinctive selection criteria
based on:
· Primarily investing in parts of the economy which are
experiencing long term structural growth.
· Businesses that demonstrate, or have the potential for, market
leadership in their niche.
· Management teams that can develop and deliver profitable and
sustainable growth.
·
Companies with the potential to
become an attractive asset appealing to a range of buyers at the
appropriate time to sell.
In order to ensure a strong pipeline
of opportunities, the Manager invests in building deep sector
knowledge and networks and undertakes significant proactive
marketing to target companies in preferred sectors. This approach
generates a network of potentially suitable businesses with which
the Manager maintains a relationship ahead of possible investment
opportunities.
The
Manager as an influential shareholder
The Manager is an engaged and
supportive shareholder (on behalf of the Company) in both unquoted
and significant quoted investments.
For unquoted investments,
representatives of the Manager often join the investee
board.
The role of the Manager with
investees is to ensure that strategy is clear, the business plan
can be implemented and the management resources are in place to
deliver profitable growth. The intention is to build on the
business model and grow the company into an attractive target which
can be sold or potentially floated in the medium term.
STRATEGIC REPORT
CHAIR'S STATEMENT
I am pleased to report that over the
12 months to 30 September 2024 the Net Asset Value per share
increased by 3.65p per share (an increase of 6.9 per cent), from
52.94p to 56.59p before taking account of the payment of the
interim dividend of 1.75p per share paid on 9 September 2024. This
follows several years of disappointing results and occurred during
a fairly mixed and uncertain economic and political
environment.
The increase in the Company's NAV is
attributable to the positive performances of our AIM and other
listed investments. The value of the Company's unquoted portfolio
continued to exhibit weakness due to a combination of both
difficult trading conditions and lengthening of sales cycles.
Overall, however, the Company's 'hybrid' investment strategy of
investing in both AIM-listed and unquoted VCT qualifying companies
has contributed significantly to this year's investment
performance. Your Board believes this strategy can provide greater
consistency of investment returns over the medium to long
term.
Results
|
Pence per ordinary
share
|
NAV
as at 1 October 2023 (after final dividend)
|
52.94
|
Valuation increase (6.9 per
cent)
|
3.65
|
NAV
as at 30 September 2024 before dividends
|
56.59
|
Less:
Interim dividend paid on 9 September
2024
|
(1.75)
|
Proposed final dividend of 2.0p
payable, after shareholder approval, on 17 March 2025
|
(2.00)
|
Illustrative NAV as at 30 September 2024 after proposed
dividend
|
52.84
|
*The final dividend is payable on 17
March 2025, subject to shareholder approval
Portfolio Review
At 30 September 2024, the Company's
investment portfolio was valued at £117.2 million and comprised a
diverse portfolio of 41 investments in unquoted companies and 44
direct investments in AIM-listed companies. The Company's
investments in three WS Gresham House Equity Funds were valued at
£68.5 million at 30 September. These investments provide further
diversity through indirect investments in a further 76
companies.
The Company's portfolio of
AIM-listed and other listed investments increased by 16.5 per cent
during the year. This compared favourably to the FTSE AIM All Share
Index which increased by 2.0 per cent over the same period.
Significant contributors to this performance were Cerillion, which
increased by 47.7 per cent during the year, and Property Franchise
Group, which increased by 54.5 per cent.
The value of the Company's unquoted
investments however decreased by 8.6 per cent during the year. This
is clearly very disappointing and stems from continued difficult
trading conditions and lower valuations where the valuations are
based on the valuation of comparable listed companies and affected
by higher discount rates. The largest detractors from performance
were eConsult in the healthcare sector and RevLifter in the
technology sector. These are covered in more detail in the
Manager's Review in the full Annual Report and Accounts.
Investments and Divestments
Your Board is once again pleased to
report that the Manager continues to see attractive opportunities
for investment. During the year, the Company deployed a total of
£13.0 million in 19 companies in both new and follow-on
investments. Further details of these investments are included in
the Manager's review in the full Annual
Report and Accounts. As we have
communicated to shareholders previously, the requirement to make
investments in earlier stage companies may result in greater
volatility of returns over time. However, the more mature,
established portfolio of existing investments should assist in
sustaining returns and dividends for shareholders as the new
portfolio develops and grows.
Commensurate with a challenging
valuation environment, divestments from the unquoted portfolio were
somewhat muted with only one minor full realisation and a small
amount received in deferred consideration arising from a previous
realisation (proceeds from these sources totalling approximately
£0.1 million).
In contrast, in the AIM portfolio,
the Manager has continued its approach of profitable partial
realisations of Cerillion. Over the course of the Company's
financial year, this resulted in the receipt of proceeds of £6.7mn
at an aggregate of 21.1x original invested cost. Additionally, its
worth noting that following the takeovers of Gresham House and Gama
Aviation, the Company received £0.4 million for a gross money
multiple of 3.9x cost and £0.4 million for a gross money multiple
of 0.6x cost respectively.
Dividends
The Board is pleased to declare a
final dividend of 2.0p per share for the year to 30 September 2024,
payable on 17 March 2025, subject to shareholder approval. The
final dividend is payable to shareholders on the register as at 14
February 2025. An interim dividend of 1.75p per share was paid in
September and means that the total dividends for the year are
3.75p. Thus, once again, the Board is pleased to have paid or
declared dividends representing a yield of 7.1 per cent based on
the opening NAV of 52.9p, which is in line with its dividend policy
objective.
Principle Risks and Uncertainties
The Company faces a number of risks
and uncertainties including macro-economic and geopolitical
uncertainties. The outlook for the UK economy in particular as well
as factors influencing the global economy including political
uncertainties and armed conflicts can influence UK government
policies, corporate spending and investment plans and consumer
confidence. These factors provide a significant source of risk for
our existing investment portfolio as well as the number and quality
of future investment opportunities for future. The Company seeks to
mitigate these risks by investing in a diverse portfolio of VCT
qualifying companies which operate in different sectors and which
have different stages of maturity. Further detail on the Risks and
Uncertainties faced by the Company are set out in the full Annual Report and Accounts.
VCT
Regulations - Retirement Date of the UK Government's Venture
Capital Schemes
During the summer we were pleased to
see the European Commission approve the extension of the VCT scheme
until 5 April 2035. This was formalised by UK legislation on 3
September 2024. The regulations bring into effect the extension of
the Enterprise Investment Scheme (EIS) and the Venture Capital
Trust (VCT) Scheme sunset clause to 2035.
The Board welcomes this news and
would like to thank the Manager, the Venture Capital Trust
Association ("VCTA"), the Association of Investment Companies
("AIC") and other parties involved for their help in getting the
new legislation enacted. We were particularly pleased with the
commitment to maintaining the Government's Venture Capital Schemes
on the part of both the previous and current governing
parties.
Autumn Budget 2024
On 30 October 2024, the Chancellor
of the Exchequer presented her Autumn Budget to Parliament. Whilst
there were no direct changes to VCT legislation, there were certain
changes to inheritance and the capital gains tax regimes. It is
possible that there may be increased demand from investors for
other tax efficient forms of investing such as VCTs. However, the
much heralded change to the inheritance tax treatment of AIM listed
shares had the potential to severely impact the demand for these
investments from retail investors. The reduction of the relief from
100 to 50 per cent proved to be somewhat of a relief to the AIM
market as a whole.
Succession planning
During the year, Susannah Nicklin,
the Senior Independent Director and Chair of the Nomination
Committee retired from the Board. Susannah served as a director of
the Company from February 2018 until June 2024 and I would like to
thank Susannah for her dedication and hard work and wish her all
the best in her future endeavours.
The Board has commenced the process
of recruiting an additional Director to replace Susannah and we
expect to finalise this process in early 2025.
In the meantime, the Board has
consisted of 3 non-executive directors. Following Susannah's
retirement from the Board, Michael Probin became the Company's
Senior Independent Director and I became the Chair of the
Nomination Committee.
Shareholder friendly policies
The Company has established various
policies aimed at providing shareholders long term investment
returns as well as financial planning opportunities. These include
the Company's dividend policy as noted above, the share price
discount management and associated share buy-back policies as well
as regular new fundraisings.
Fundraising
On 1 October 2024 the Company
announced its intention to fundraise new funds in the 2024/25 tax
year. It is the Board's current intention to launch its offer for
subscription to raise £15 million (before costs) with an additional
£10 million over allotment facility during January 2025 in a joint
offer for subscription alongside our sister VCT, Baronsmead Second
Venture Trust plc. The full terms and conditions as they pertain to
these offers will be published in the prospectus and we will ensure
shareholders are notified accordingly.
Share price discount and buy back policies
The Board intends to continue with
the policy of seeking to maintain a share price discount to NAV of
5 per cent and to buy back shares at that level from time to time
with the objective of maintaining liquidity in the market for its
existing shares. To that end it will also sell shares out of
Treasury in certain circumstances. The day-to-day management of
these policies is undertaken by the Manager on behalf of the Board
and are subject to the prevailing market circumstances and on the
basis that the Company has adequate resources to make new and
follow-on investments and pay dividends to shareholders. More
details regarding the number of shares bought in and out of
Treasury during the year can be found in the Director's
report in the full Annual Report and
Accounts.
Annual General Meeting ("AGM")
The Company intends to hold the next
AGM on 12 March 2025. Shareholders are invited to attend the
Shareholder Event starting at 10.30am. This will include
presentations from myself, members of the Manager's team, case
studies and presentations from a number of portfolio companies as
well as a Q&A session. This will be followed by lunch. The
formal business of the AGM will start at 1.15pm.
We anticipate that this year's AGM
will provide shareholders with greater opportunities to engage with
the Board and the Manager and I would encourage as many
shareholders as possible to attend. Please see the inside cover for
more details and how to register to attend. Registration details
will also be included in the Notice of AGM and on the Baronsmead
Venture Trust website. In a slight change to recent AGM's which
have been 'live-streamed' at considerable cost but with very few
people logging in to the event, the event will be recorded and made
available on the Company's website for those unable to attend in
person.
Outlook
As we look beyond the turn of the
year, the geopolitical and economic uncertainties which have
prevailed for the past few years see no signs of abating. The
cautious optimism of just a few months ago would appear to have
been replaced by the prospects of trade disputes and a subdued UK
economic recovery.
The portfolio remains highly
diversified and the hybrid nature of our investment portfolio helps
to mitigate those uncertainties. Through its team of portfolio
managers and highly experienced portfolio consultants, the Manager
is working with our investee companies to help them focus on
investment fundamentals, conserve cash where necessary and grow
value.
The Board continues to believe it is
a good time to be investing in earlier stage, innovative and high
growth potential businesses. The Manager is actively seeking to
complete new investments, believing that this is an attractive time
to invest in the economic cycle.
We remain confident that the Manager
is suitably positioned to provide the necessary levels of support
to the portfolio companies and remains focussed on retaining,
recovering and helping to grow value in existing and future
investee companies. The Board also believes that the Company's
'hybrid" investment strategy will continue to be a strength and
help deliver greater consistency of returns through the economic
cycle.
Fiona Miller Smith
Chair
23 December 2024
MANAGER'S REVIEW
Despite high levels of uncertainty
and volatility, equity markets delivered modest growth during the
year to 30 September 2024. Inflation and interest rates appear to
have peaked, but concerns regarding geo-political tensions in
Europe and the Middle East persist. Against this backdrop, it is
encouraging that the portfolio, which is well diversified, with
exposure to over 160 quoted and unquoted companies, has delivered
an increase in net asset value of 6.9 per cent over the
year.
PORTFOLIO REVIEW
Overview
The net assets of £212 million were
invested as follows:
Asset class
|
NAV
(£mn)
|
%
of
NAV*
|
Number of investees companies
|
%
return in the year**
|
Unquoted
|
50
|
23
|
41
|
(9)
|
AIM-traded companies
|
67
|
32
|
44
|
17
|
WS Gresham House Equity
Funds***
|
68
|
32
|
76
|
18
|
Liquid
assets♯
|
27
|
13
|
N/A
|
4
|
Totals
|
212
|
100
|
161
|
7
|
*
By value as at 30 September 2024.
**
Return includes interest received on unquoted realisations during
the year.
*** Excludes investee companies with holdings by more than one
fund.
#
Represents cash, OEICs and net current assets. % return in the
period relates only to the OEICs.
The tables in the full Annual Report and Accounts show the breakdown of new investments and realisations over
the course of the year and below is a commentary on some of the key
highlights in both the unquoted and quoted portfolios.
Investment activity - unquoted and quoted
The Company's investment strategy is
primarily focused on companies operating in parts of the economy
that we believe are benefiting from long-term structural growth
trends and in sectors where we have deep expertise and network. The
amount of capital invested in each business is matched to the
scale, maturity and underlying risk profile of the company seeking
investment.
During the year, £13.0 million was
invested into 19 companies including 7 new additions to the
portfolio and 12 follow-on investments.
Five new unquoted investments were
completed during the year.
· Ozone
API is a software developer providing banks and financial
institutions with low-cost, compliant APIs
· CitySwift is a software business that works with bus operators
to analyse data from their networks
· Azarc.io specialises in business process automation, notably
automating custom declaration forms
· SciLeads is a data-intelligence platform that enables
companies operating within Life Science verticals to identify,
track and convert potential customers
· OnSecurity Technology is a B2B cybersecurity services business
which has built a technology platform to automate the scoping,
scheduling, and reporting of human-based penetration
tests
Two new AIM quoted investments were
made during the year:
· IntelliAM is
a provider of a machine learning platform enabling manufacturing
organisations to leverage their data and maximise the value and
efficiency of their assets
· Earnz is a
consolidator in the blue collar energy services sector created by
an experienced Executive Chairman which the Manager has
successfully backed in previous ventures
The Company made additional
investments totalling £4.6 million into twelve existing portfolio
companies, 3 quoted and 9 unquoted, across the year. This is
consistent with the investment strategy of continuing to back our
high potential assets with further capital to support future
growth. We anticipate the level of follow-on investment will
continue to grow as the earlier stage portfolio continues to
mature.
Investment diversification at 30 September 2024 by
value
Sector*
Technology
|
63%
|
Healthcare &
education
|
21%
|
Business services
|
9%
|
Consumer markets
|
7%
|
Total assets
WS Gresham House Equity
Funds
|
32%
|
AIM
|
32%
|
Unquoted
|
24%
|
Cash liquidity funds
|
12%
|
Length of time investments held*
Greater than 5 years
|
56%
|
Between 3 and 5 years
|
24%
|
Between 1 and 3 years
|
13%
|
Less than 1 year
|
7%
|
* Direct investments only, not held
by the WS Gresham House Equity Funds.
Quoted portfolio (AIM-traded investments)
Performance
The quoted portfolio delivered
positive absolute performance of 16.5 per cent during the year,
despite the ongoing elevated levels of geopolitical and
macroeconomic uncertainty in the markets. For reference, the AIM
market in the UK increased 2.0 per cent over the same period. The
AIM portfolio remains in good financial health and is exposed to
structural growth areas providing some insulation from the
uncertain economic conditions.
The software sector provided the
largest positive contributor to performance with Cerillion, a
provider of billing and charging software to the telecoms industry,
continuing to deliver strong revenue and profit growth. Property
Franchise Group, a franchised estate agency business focussed
primarily on lettings, also performed positively during the year
following its takeover of Belvoir Lettings.
The largest detractors from
performance were Crossword Cybersecurity, a cyber consultancy and
software provider, which was subscale and exhibited a challenging
cash runway; and Inspired, an energy procurement and optimisation
consultancy, which announced the potential for certain large
customer projects to be delayed impacting current year revenue and
profits.
We continue to closely monitor our
AIM portfolio with a rolling programme of independent reviews of
top AIM holdings and broadly continue to be positive on the
long-term investment prospects of these companies. Many of the
larger quoted investments have been long- term holdings. These
companies are typically profitable, cash generative businesses with
low levels of financial gearing and continue to have attractive
long-term growth prospects.
Divestments
There were two full realisations
during the year, both corporate actions, in Gresham House and Gama
Aviation whose proceeds of £0.4 million each represented gross
multiples of 3.9x and 0.6x cost respectively. Our investment in
DeepVerge, an environmental and life sciences group, was written
off during the year although the NAV impact of this was limited
during the year as the value of this investment had largely
decreased in previous years.
The opportunity to crystallise
further profits was taken for Cerillion; over the course of the
year proceeds of £6.7 million were realised at a 21.1x cost
multiple.
In addition to this, liquidation
proceeds of £0.1 million were received for InterQuest, which was
written off in September 2023.
Unquoted portfolio
Performance
The unquoted portfolio decreased in
value by 8.6 per cent during the year. The macroeconomic
environment remained challenging for our portfolio companies with
many experiencing difficult trading conditions and lengthening of
product and services sales cycles, most notably consumer related
businesses.
This was a disappointing performance
which reflects the immaturity of the unquoted portfolio. Earlier
stage investment delivered lower levels of growth than had been
forecast resulting in shortened cash runways. With this increased
risk profile it is appropriate to have reduced the holding value of
a number of the companies within our portfolio. Gresham House's
experienced Non-Executive Directors and consultants continue to
support the portfolio companies during these turbulent times with
the expectation that a number of these companies will recover value
as they trade out of difficult conditions and / or raise further
capital.
Panthera Biopartners and Ozone API
were the two investments that made the biggest positive
contribution in the year. Panthera, a provider of recruitment
services for clinical trials, delivered impressive sales growth and
profitability during the year as a result of new contract wins.
Ozone API, a software developer providing banks and financial
institutions with low-cost, compliant APIs, was a new investment in
the year. The company grew in line with expectations and the
valuation benefitted from the preference structure of the
investment.
The largest detractors from
performance were in the healthcare and technology sectors.
eConsult, an online consultation provider used by GP practices and
hospitals, experienced increased competition during the year and an
ongoing challenge of funding for its hospital product, leading to a
much reduced cash runway. This led to the decision to seek a new
owner for the business and eConsult was acquired by Huma
Therapeutics Limited in a share for share transaction in September
2024. Huma is a well funded digital healthcare business which
specialises in continuous patient monitoring. RevLifter, an AI
platform using advanced behavioural analytics to deliver tailored
promotions to users, suffered from its largest customer, a large US
retailer, more than halving its spending.
As Manager we remain highly engaged
with the management teams within the portfolio, sharing insight and
best practice to help them both manage risk and spot opportunities
in a quickly changing environment. We have continued to invest in
our portfolio and in-house talent teams, which alongside our
extensive network of earlier stage, high growth company experts,
ensure we are well positioned to help the companies we invest in to
navigate the challenges they face whilst also continuing to develop
and scale.
Divestments
There was one full realisation in
the unquoted portfolio during the year with proceeds of £0.04
million received from the realisation of FundingXchange, for a
gross multiple of 0.1x cost. In addition to this, earn out proceeds
were received on Evotix of £0.1 million with a gross money multiple
of 0.8x cost. Our investment in Armstrong Craven, a provider of
executive search and business intelligence services, was written
off during the year although the value of this investment had
largely decreased in previous years.
Collective investment vehicles
The Company's investments in the WS
Gresham House UK Micro Cap Fund ("Micro Cap"), WS Gresham House UK
Multi Cap Income Fund ("Multi Cap") and WS Gresham House UK Smaller
Companies Fund ("Small Cap") remain a core component of the
Company's portfolio construction. These investments provide
shareholders with additional diversification through exposure to an
additional 76 underlying companies, as well as access to the
potential returns available from a larger and more established
group of companies that fall within the Manager's core area of
expertise.
Over the year, Small Cap and Micro
Cap delivered returns of 28.1 per cent and 9.8 per cent
respectively, compared to the IA UK Smaller Companies sector which
returned 16.1 per cent. Multi Cap delivered a return of 22.9 per
cent, compared to the IA UK Equity Income sector which returned
15.0 per cent.
Micro Cap and Multi Cap continue to
be both highly rated by independent ratings agencies. Micro Cap's
cumulative performance is currently second quartile within the IA
UK Smaller Companies sector over the past 10 years. Multi Cap's
cumulative performance has remained the top quartile within the IA
UK Equity Income sector since launch in June 2017 and is the best
performer over five years. Small Cap has also achieved top quartile
cumulative performance since launch in 2019 and is the third best
performing fund over the past five years within the IA UK Smaller
Companies sector.
Liquid assets (cash and near cash)
The Company held cash and liquidity
OEICs of approximately £27.3 million at the year-end. This asset
class is conservatively managed to take minimal or no capital risk.
The average 7 day yield on the liquidity OEICs was 4.9 per cent at
the end of the year.
Third party independent valuations
During the year, the Company engaged
the services of Lincoln International and Kroll to conduct
independent third party valuations as a means of managing the
Board's risk in respect of a systematic error regarding the
valuation of one or more of the material VCT portfolio assets. The
responsibility for the preparation of draft valuations lies with
the Manager, and this does not constitute outsourcing of any part
of the valuation, and the Board is responsible for the approval of
valuations. The Manager uses these independent valuations in
conjunction with their own valuations to provide independent
assurance and risk mitigation to the Board and the Board continues
to support this. Four unquoted investments were selected, focussing
on the higher valued assets in the portfolio, which also covered
different characteristics such as value based on both revenue and
EBITDA multiples and those with a range of both equity and loan
instruments. In July 2024, the Board assessed the use of the third
party valuations and concluded that the process had provided
comfort on the Manager's controls and the quality of the Manager's
processes compared to the market. Furthermore, the Board agreed to
reassess the use of third party independent valuations on a regular
basis.
Outlook
Geo-political flux is likely to
persist throughout 2025, although the UK and US election results
will hopefully allow more clarity on the future economic and
political landscape. That being said, the impact of the UK
Government's first budget has caused an element of short term
market turbulence, potential inflationary pressures and pausing of
interest rate reductions.
This environment should present
attractive opportunities with the advantage of being able to take a
longer-term view of both new and portfolio follow-on investments.
The early stage cohort of investments are taking on the challenges
presented and are expected to accelerate their funding plans,
however this should also produce some compelling follow-on
investment opportunities.
Gresham House's seasoned investment
managers are a vital source of knowledge and experience available
to support the Company's portfolio of management teams. In this
respect, Gresham House is well placed by having one of the largest
and most experienced portfolio teams in the industry.
Looking into 2025, the Manager
remains cautiously optimistic that the combination of a somewhat
improving economic backdrop, greater political stability and a more
attractive valuation environment will produce attractive investment
opportunities when viewed with a long- term perspective.
Gresham House Asset Management Ltd
Manager
23 December 2024
Investments in the year*
Company
|
Location
|
Sector
|
Activity
|
Book
Cost
£'000
|
Unquoted investments
New
|
|
|
|
|
Ozone Financial Technology
Ltd
|
London
|
Technology
|
Open banking infrastructure
provider
|
1,867
|
OnSecurity Technology Ltd
|
Bristol
|
Technology
|
A B2B cybersecurity
services
business which has built
a
technology platform to
automate the scoping, scheduling,
and reporting of
human-based
penetration tests
|
1,210
|
Huddl Mobility Ltd (trading
as
CitySwift
|
Ireland
|
Technology
|
SaaS product for bus
opreators and local authorities to
aggregate, cleanse and access
insight from data
from across their bus
networks
|
949
|
SciLeads Ltd
|
London
|
Technology
|
A data-intelligence platform
that enables companies operating
within Life Science verticals to
identify, track
and convert potential
customers
|
942
|
Azarc.Io inc
|
London
|
Technology
|
Automating customs
declarations
|
659
|
Follow-on
|
|
|
|
|
Patchworks Integration
Ltd
|
London
|
Technology
|
Leading integration platform
for
fast-growing retail and
ecommerce businesses
|
840
|
Airfinity Ltd
|
London
|
Healthcare &
education
|
Provides real time life
science
intelligence as a subscription
service
|
600
|
Metrion BiosciencesLtd
|
Cambridgeshire
|
Healthcare &
education
|
Ion channel drug discovery
and
safety assessment service
provider
|
486
|
Counting Ltd
|
London
|
Business services
|
Banking and accounting software
for small businesses
|
470
|
Orri Ltd
|
London
|
Healthcare &
education
|
Provider of intensive day
care
treatments for eating
disorders
|
340
|
Focal Point Positioning
Ltd
|
Cambridgeshire
|
Technology
|
A research and
development
focused technology
business
focusing on global navigation
and satellite systems
|
226
|
Yappy Ltd
|
Manchester
|
Consumer markets
|
Supplier of customisable pet
products
|
222
|
Rockfish Group Ltd
|
Devon
|
Consumer markets
|
Seafood restaurant chain
|
175
|
Dayrize B.V.
|
Amsterdam
|
Technology
|
A rapid product-level
sustainability
impact assessment software tool
for retailers and Consumer
Packaged
Goods ("CPG") companies
|
160
|
Total unquoted investments
|
|
|
|
9,146
|
Company
|
Location
|
Sector
|
Activity
|
Book
Cost
£'000
|
AIM-traded investments
New
|
|
|
|
|
IntelliAM AI plc
|
South Yorkshire
|
Technology
|
Provider of a machine
learning
platform enabling
manufacturing organisations to
leverage their data and maximise the
value and
efficiency of their
assets.
|
2,118
|
Earnz plc
|
Gloucestershire
|
Business services
|
Specialist energy and
heat
decarbonisation platform
|
702
|
Follow-on
|
|
|
|
|
Eden Research plc
|
Oxfordshire
|
Business services
|
Developer of biological
fungicides
and bio equivalents
|
732
|
PCI-PAL plc
|
London
|
Technology
|
Secure payment service
provider
|
196
|
Oberon Investments Group
plc
|
London
|
Business services
|
Wealth advisory service
for
individuals and
businesses
|
105
|
Total AIM-traded investments
|
|
|
|
3,853
|
Total investments in the year#
|
|
|
|
12,999
|
# includes unquoted and AIM
investments only.
|
|
Realisations in the year
|
|
First
investment
|
Original
book cost#
Proceeds‡
|
Overall
multiple
|
IRR
|
Company
|
|
date
|
£'000
|
£'000
|
return (x)
|
(%)
|
Unquoted realisations
|
|
|
|
|
|
|
Funding Xchange Ltd
|
Full trade sale
|
Nov
19
|
705
|
44
|
0.1
|
-
|
Armstrong Craven Ltd
|
Written off
|
Jun
13
|
543
|
-
|
1.1*
|
1.6
|
Total unquoted realisations
|
|
|
1,248
|
44
|
|
|
AIM-traded realisations
|
|
|
|
|
|
|
Cerillion plc
|
Market sale
|
Nov
15
|
317
|
6,685
|
21.1
|
43.4
|
Gama Aviation plc
|
Tender offer
|
Nov
10
|
776
|
440
|
0.6
|
-
|
Gresham House plc
|
Takeover
|
Nov
14
|
112
|
433
|
3.9
|
15.9
|
Deepverge plc
|
Written off
|
Jun
21
|
1,410
|
-
|
-
|
-
|
Total AIM-traded realisations
|
|
|
2,615
|
7,558
|
|
|
Total realisations in the year**
|
|
|
3,863
|
7,602
|
|
|
During the year, liquidation
proceeds of £114k were received from InterQuest Group plc, which
was written off in September 2023; and earn out proceeds of £62k
were received from Evotix Ltd, which was realised in May 2023; and
liquidation proceeds of £4k were received from Crawshaw Group plc,
was was written off in October 2018.
# Residual
book cost at realisation date.
‡ Proceeds at time of realisation including interest.
* Includes interest/dividends
received, loan note redemptions and partial realisations accounted
for in prior periods.
** Includes unquoted and AIM
investments only.
Final Dividend
Subject to shareholder approval at
the AGM, a final dividend of 2.0p per share will be paid on 17
March 2025 to shareholders on the register at 14 February 2025. The
ex-dividend date will be 13 February 2025, and the last date for
registering DRIP instructions will be 24 February 2025.
Annual General Meeting
The AGM will be held on 12 March
2025 at Saddlers' Hall EC2V 6BR. Shareholders are invited to attend
the Shareholder Event starting at 10.30am. This will include
presentations from the Company Chair, members of the Manager's
team, case studies and presentations from a number of portfolio
companies as well as a Q&A session. This will be followed by
lunch. The formal business of the AGM will start at 1.15pm. The
2025 Notice of Annual General Meeting can be found on the Company's
website and will be posted to shareholders shortly.
Further Information
The Annual Report and Accounts for
the year ended 30 September 2024 and the 2025 Notice of Annual
General Meeting will both be available today on
www.baronsmeadvcts.co.uk.
The Annual Report will be submitted
shortly in full unedited text to the Financial Conduct Authority's
National Storage Mechanism and will be available for inspection
at data.fca.org.uk/#/nsm/nationalstoragemechanism
in accordance with DTR 6.3.5(1A) of the Financial
Conduct Authority's Disclosure Guidance and Transparency
Rules.
LEI: 213800VQ1PQHOJXDDQ88
END
Neither the
contents of the Company's website nor the contents of any website
accessible from hyperlinks on this announcement (or any other
website) is incorporated into, or forms part of, this
announcement.