Sure Ventures
plc
Unaudited Interim Report and Financial
Statements
For the six months ended 30
September 2024
Company Number: 10829500
Table of Contents
1
Chairman's Statement
2
Investment Manager's Report6
3
Interim Management Report12
4
Alternative Performance Measures ("APMs") 4
5
Financial Statements 16
Condensed Statement of Comprehensive Income
17-18
Condensed Statement of Financial Position
Condensed Statement of Changes in Equity
Condensed Statement of Cash Flows
Notes to the Condensed Interim Financial
Statements2
1 Chairman's
Statement
Chairman's Statement
Dear Shareholders,
On behalf of my fellow Directors, I
am pleased to present Sure Ventures plc's interim results for the
six months ended 30 September 2024.
FINANCIAL PERFORMANCE
For the six months to 30 September
2024, the Company reported a net asset value (NAV) total return per
share of 67% (30 September 2023: -6.66%), exceeding expectations.
This performance is due largely to the acquisition by
Connecticut-based Infinite Reality of Landvault for US$450m in an
all-share transaction, in which Fund I (as defined below) has a 7%
shareholding, and which represents a 4.7x uplift on the previous
valuation of the Company's investment in Landvault. It is
anticipated that Infinite Reality will plan a listing on Nasdaq
based on a reported valuation of US$5.1bn, underpinned by an
all-cash fundraise of US$350m from a private multi-family office,
completed at the time of its purchase of Landvault.
Since the Company's incorporation in
2017, it has created a balanced portfolio of early-stage technology
companies in rapidly evolving sectors of AI, AR/VR, IoT, and
cybersecurity. The Fund I portfolio is now at the realisation stage
the portfolio is performing well, with a many of the companies
demonstrating robust business models and benefitting from healthy
revenue streams. This is expected to provide several more
significant uplifts in the coming quarters as the Company continues
to explore all options available to generate liquidity from these
seasoned investments. Fund II is in its investment stage and the
portfolio is performing as expected.
In the UK and Europe, the investment
environment continues to be challenging, especially by contrast to
the environment in the US. Many of the AI portfolio investments
continue to show resilience, as this sector remains essential in
any diversified technology-based portfolio. With high global
interest rates and ongoing geopolitical conflicts, AI is the bright
spot in an uncertain global venture capital landscape.
The Fund I portfolio is complete, with no new
investments planned. Remaining capital will be allocated to
follow-on rounds for current investee companies. Conversely, Fund
II is in early investment stages, with investments in eight
companies as at the six months ended 30 September 2024, an increase
of five new investments in the six-month period.
As of 30 September 2024, the Company's NAV
attributable to shareholders increased to £10.61m due to a
combination of NAV performance and new subscriptions.
In line with the market trend, the Company's
share price trades at a discount to its last published NAV.
However, in June 2024 and August 2024 the Company validated its
share price by raising new subscriptions through private placements
at the mid-market share price.
PORTFOLIO UPDATE FUND I
The Company's first fund investment
in Sure Valley Ventures Sub-Fund of Suir Valley Fund ICAV ('Fund
I') is a substantial part of the Company's investment strategy. We
committed €7m to Fund I, and as of 30 September 2024, €6,756,616
has been drawn down.
In 2019 the Company invested
directly in VividQ Limited, a pioneer of AR/VR holography. The
investment provided an unrealised uplift in May 2021, and after a
discounted follow-on round in January 2024, the Company decided to
reduce its exposure by selling this holding to the ICAV,
crystallizing a loss of £185k.
Since inception, Fund I has invested
in a total of seventeen companies in the AR/VR, AI and IoT space.
The first successful exit occurred in 2019 for a 5x return with the
sale of Artomatix. The accelerator programme investment in
NDRC@ARCLabs has expired, the investment in Smarttech247 returned a
small, realised gain and three portfolio investments have been
written down to zero (Buymie, Ambisense and Warducks Limited). A
residual holding of a listed investment remains in the portfolio,
leaving ten private investments in the Fund I portfolio.
PORTFOLIO UPDATE FUND I (continued)
The sale to Infinite Reality of
Landvault in July 2024 is a landmark event for the Company,
providing a substantial uplift in the portfolio and the main driver
the NAV increase for the period. It has been reported that Infinite
Reality intends ultimately to list on the Nasdaq, and in the
meantime the Company will continue to explore all possible options
to generate liquidity in this investment.
PORTFOLIO UPDATE FUND II
In March 2022, the Company
committed £5m to
the Sure Valley Ventures Enterprise Capital Fund (Fund II), an £85m
UK software technology fund. The fund focuses on AR/VR, the
Metaverse, AI, IoT, and cybersecurity, with the British Business
Bank as a cornerstone investor. Fund II aims to invest in up to 25
software companies.
As of 30 September 2024, Fund II has
invested in eight companies, and in the six-month period to
September 2024 new investments were made in; Ittybit, a
Salford-based AI compression developer of APIs and tools; Vortex
IQ, a London-based AI-powered automation platform for e-commerce;
Phinxt Robotics, a Manchester-based AI-driven robotics software
company; Stylus Education, a London-based company developing AI to
transform teacher workloads; and Purple Transform, an Oxford-based
data analytics company.
These are in addition to the
existing investments in Retinize, a Belfast-based creative tech
company; Jaid, a technology company offering AI-powered
communication solutions; and Captur, a London-based enterprise AI
platform for real-time image recognition.
A total of £904k has been drawn down
against the Company's commitment to Fund II in these eight
companies, and the deal pipeline remains healthy.
COMMITMENTS AND FUNDING
In 2019, the Company increased its
subscription to Fund I by €2.5m, raising its total commitment to
€7m. This enhanced our share in Fund I to 25.9%, with approximately
€250k remaining to be funded. The Company's £5m commitment to Fund
II is spread over the investment period. The Company believes it
has sufficient access to funding to meet its remaining commitments
to both funds, supported by available cash, liquid investments,
anticipated subscriptions, and access to loans and equity
subscription facilities.
INVESTMENT ENVIRONMENT
The Company is pleased with the
performance of the remaining investments in Fund I and their
potential for delivering higher valuations and negotiated exits in
the next one to two years. It continues to pursue exits in several
of the key portfolio investments and, if sold, these investments
could return additional, substantial value to the Company's
NAV.
The pace of technological change is
rapid, and our diverse portfolio is well-positioned to benefit from
these developments. The initial investments for Fund II and the
varied deal pipeline is encouraging and developing extremely
well.
DIVIDEND
The Company did not declare a
dividend for the six-month period ended 30 September 2024 (30
September 2023: £nil). Our dividend policy focuses on capital
growth rather than income. Significant dividends or other income
from its investments are not expected. While annual dividends are
not anticipated, there maybe be potential for one-off dividends at
the Directors' discretion if circumstances and liquidity
allow.
GEARING
The Company may use gearing of up to
20% of NAV for liquidity, capital flexibility, and portfolio
management. Primary gearing includes bank borrowings and may also
involve derivatives and other methods as determined by the Board.
As of 30 September 2024, the Company had borrowings of £440,000
drawn from a £1,000,000 loan facility with Shard Merchant Capital
Limited. The Board and Investment Manager regularly review
borrowing in line with cash management and investment
strategy.
CAPITAL RAISING
On 10 June 2024, the Company
announced a placing of 275,862 ordinary shares on the Specialist
Fund Segment of the London Stock Exchange. A further placing of
315,790 ordinary shares was announced on 5 August 2024. This
increased the Company's total shares in admission to 7,643,252 as
of 30 September 2024.
The Investment Manager's Report
following this statement provides more details on the Company's
operations and prospects. The Board remains confident in the
Company's long-term prospects and its investment
objectives.
OUTLOOK
We are extremely pleased to announce
the impressive 67% NAV increase for the period, following the sale
of Landvault to Infinite Reality, who continue to acquire other
immersive, digital media companies. Reporting a $5.1bn valuation
following the US$350m all-cash fundraise completed at the time of
the Landvault purchase, this now makes Infinite Reality the
largest, most diverse holding within the Company's portfolios. The
Company remains focussed on converting this valuation uplift into
liquidity, be it through a future IPO or otherwise, and all
available options are being explored by the investment management
team to achieve this. The value creation from this transaction is
another example of the Investment Management team's ability to
identify exciting technology investments at the seed stage, and
maximize the incredible growth potential.
The Company continues to work with
other Fund I portfolio companies on exit strategies that are
anticipated in the coming quarters, and we remain optimistic there
will be more positive developments to report by the Company's
financial year end.
Perry Wilson,
Chairman
3 December 2024
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.
Artificial Intelligence
The global technology landscape is
undergoing a profound transformation, with Artificial Intelligence
(AI) emerging as the driving force behind this revolution. While
Augmented Reality & Virtual Reality (AR/VR), the Internet of
Things (IoT), and Cybersecurity remain important areas of
innovation, their trajectories are increasingly intertwined with
the advancements in AI.
The global artificial intelligence
(AI) market size was valued at USD 621.19 billion in 2024 and is
projected to grow from USD to USD 2,740.46 billion by 2032,
exhibiting a CAGR of 20.4% during the forecast period (2024-2032).
This growth is fueled by the increasing demand for AI-powered
solutions across industries, ranging from healthcare and finance to
manufacturing and entertainment. Artificial Intelligence (AI) is a
field focused on creating intelligent systems that can emulate
human cognitive abilities such as learning, reasoning,
problem-solving, and decision-making. AI involves developing
algorithms and computational models capable of processing and
analysing data, recognizing patterns, and providing insights to aid
decision-making processes.
AI holds significant potential for
driving innovation and transforming various industries. By
automating repetitive tasks, AI can enhance operational efficiency
and productivity, allowing human resources to be allocated to more
strategic and creative endeavours. Moreover, AI's ability to
analyse vast amounts of data can uncover valuable insights,
enabling more informed decision-making and problem-solving in areas
such as healthcare, finance, and scientific research. AI also
presents opportunities for personalized experiences through
understanding individual preferences and behaviours, leading to
tailored products, services, and recommendations. Additionally,
AI-powered intelligent assistants, chatbots, and autonomous systems
can improve accessibility, convenience, and safety in various
domains.
The growth of the AI market is being
driven by a number of factors, including the increasing adoption of
AI technologies across various industries, the growing demand for
automation and efficiency, and the development of new AI
applications. Additionally, the increasing availability of data and
advancements in computing power are also contributing to the growth
of the AI market.
Recent developments within the AI Space
include:
· Models
like OpenAI's GPT-4, Google DeepMind's Gemini, and Anthropic's
Claude have continued pushing the boundaries of natural language
understanding and generation. GPT-4 introduced a multimodal
version, able to process both text and images, offering richer
interactions and applications. These large language models excel at
various tasks, including summarization, code generation, and even
complex reasoning. OpenAI release GPT-4o: Their newest flagship
model provides GPT-4-level intelligence but is much faster and
improves on its capabilities across text, voice, and
vision.
· Tools
like DALL-E (image generation from text) and Runway Gen-2
(text-to-video) are reshaping digital content creation. These
models allow users to generate high-quality visuals and videos
using simple prompts, making creativity and design more
accessible.
· Concerns over AI's ethical implications-such as bias,
misinformation, and job displacement-have driven new regulatory
efforts. The EU's AI Act, aimed at creating the first comprehensive
legal framework for AI, is moving forward and may set global
standards. It categorizes AI applications by risk level and imposes
various restrictions and obligations on developers.
Immersive Technology
The Immersive Technology Market size
was valued at USD 40.88 billion in 2024 and is estimated to
register a CAGR of over 27.9% between 2025 and 2032, owing to the
diverse application scope of immersive technologies across various
industries.
Immersive technologies find
applications across various industries, including gaming,
entertainment, healthcare, education, manufacturing, retail, and
real estate. The versatility of these technologies allows for
innovative solutions in training, simulation, visualization,
marketing, design, and customer engagement. As more industries
recognize the potential benefits of immersive technologies, demand
continues to grow.
Continuous advancements in hardware
components such as graphics processing units (GPUs), displays,
sensors, and software frameworks have significantly improved the
capabilities and performance of immersive technologies. This
includes developments in rendering techniques, tracking
technologies, and display resolutions, leading to more realistic
and immersive experiences. In 2024, key immersive experience trends
include the rise of virtual events, enhanced AR shopping
experiences, and the integration of MR in
education.
AI
in Immersive Technology
The integration of AI in AR & VR
is expected to be transformative:
· Enhanced User Experience: AI is set to play a crucial role in
improving the user experience within AR/VR environments.
New MR devices like the Apple Vision Pro and Meta
Quest Pro allow seamless blending of digital and physical worlds,
enhancing immersive experiences.
· Advanced Object Recognition: AI can significantly enhance
object recognition capabilities in AR applications, making it
easier for these systems to identify and interact with real-world
objects seamlessly.
Internet of Things
The global Internet of Things (IoT)
market size was valued at USD 714.48 billion in 2024 and is
projected to grow to USD 4,062.34 billion by 2032, exhibiting a
CAGR of 24.3% during the forecast period (2024-2032).
The Internet of Things refers to the
network of physical objects that are inserted with software,
sensors, and other mechanisms for exchanging and connecting data
with other systems and devices over the Internet. The Internet of
Things technology operates as a global infrastructure for the
information society, empowering modernized services to connect and
communicate things based on prevailing and evolving communication
mechanisms. Also, it delivers interoperable data and the capability
to communicate self-sufficiently without human
intervention.
With rising population and
urbanization, several countries globally are introducing smart city
projects and implementing smart city solutions to accomplish
resources. Connected devices, such as sensors, smart meters, and
smart lights, help advance the functions and proficiency of set-up
and related services. The rising number of smart homes and
buildings, Industry 4.0, smart manufacturing, and smart
infrastructure developments are projected to generate a vast
transformation in business areas, thereby driving the internet of
things market growth.
Moreover, smart city solutions, such
as smart utility meters, smart transportation, smart waste
management, smart grids, and smart air quality controllers, are
being implemented by consumers, thereby elevating the market
potential of connected devices worldwide.
AI
in Internet of Things (IoT)
As AI technologies continue to
advance, they are expected to play a crucial role in the
development of more sophisticated IoT applications. For
example:
· Generative AI can be implemented in Internet of Things
solutions to enhance projecting maintenance. IoT sensors can
collect massive amounts of data regarding machine health and
performance that can be used to train generative AI models to
generate synthetic data for upkeep predictive analysis.
· AI
algorithms can process and analyse vast amounts of data generated
by IoT devices, extracting actionable insights and enabling more
intelligent decision-making.
· AI-driven automation can be used to improve the efficiency of
IoT systems.
· AI can
predict and identify potential issues in IoT devices before they
become critical, optimizing maintenance schedules and reducing
downtime.
Such applications of AI, along with
IoT, can be used across different industries, such as
manufacturing, automotive, healthcare, and others.
Cybersecurity
The global cyber security market
size was valued at USD 207.77 billion in 2024 and is projected to
reach USD 376.55 billion in 2029, exhibiting a 12.63% CAGR during
the forecast period.
Cybersecurity
(continued)
The growth of the cyber security
market is being driven by a number of factors, including the
increasing number of cyber-attacks, the growing adoption of cloud
computing, and the increasing use of IoT devices. Cyber-attacks are
becoming more sophisticated and targeted, and they are causing
significant financial and reputational damage to organizations. The
key cyber security players are implementing core technologies such
as machine learning, the Internet of Things (IoT), cloud, and Big
Data in their business security units. They are further adopting
IoT and machine learning signature-less security system. This
adoption would help the players understand uncertain activities and
trials and identify & detect uncertain
threats.
With the rising growth in the IoT
market, IoT solutions are gaining popularity across various
information security applications. Consequently, adopting advanced
technologies in internet security is considered a rapidly emerging
market trend. Moreover, Big Data and cloud technology support
enterprises in learning and exploring potential risks.
Another trend that aids the cyber
security industry growth is the increased adoption of cloud
computing. Players in the market, including Cisco Systems, IBM
Corporation, and others, focus on developing advanced cyber
security solutions based on. The rising number of e-commerce
platforms and technological advancements, such as artificial
intelligence, cloud, and block chain, have augmented internet
security solutions in a connected network infrastructure.
Additionally, e-commerce companies are focused on adopting network
security solutions in their IT and electronic security
systems.
AI
in Cyber Security
As cyber threats become increasingly
sophisticated, AI is playing a critical role in bolstering
cybersecurity defences. AI-powered systems can analyse network
traffic, detect anomalies, and identify potential threats in
real-time, providing proactive protection against
cyberattacks.
The growth of the AI market is also
expected to have a significant impact on the Cyber Security market.
As AI technologies continue to advance, they are expected to play a
crucial role in the development of more sophisticated cyber
security systems. For example:
· AI-driven threat
detection: AI and machine learning
are being used to detect and respond to cyber threats more
efficiently, allowing for real-time analysis of vast data to
identify and mitigate attacks.
· AI-driven behavioural
analytics help detect unusual user
patterns that may signal insider threats or unauthorized access,
providing enhanced protection against sophisticated cyber
threats.
Conclusion
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 (AI, AR/VR, IoT, 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 these benefit through its participation in the
Sure Valley Ventures Funds.
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 2024, a total of €6,756,616 had been drawn
down against this commitment.
Sure Ventures PLC also holds a
direct investment in a UK-based immersive entertainment group;
Let's Explore Group Inc (formerly Immotion Group PLC), as announced
on 24 April 2018. In May 2023, Let's Explore announced it had
entered into a conditional sale and purchase agreement, for an
enterprise value of $25,211,739 on a cash free/debt free basis.
Further to this news, a tender offer for 65% of shares held was
made by the acquirer at 4.75p a share, which the AIFM team took up.
In addition to this, due to the unknown nature of the acquirer, the
decision was made to sell down the remaining 35% of the holding, as
liquidity in the share permitted. As at 30 September 2024, Sure
Ventures PLC has sold materially all of its holding in this listed
entity, with only a small residual position remaining.
PORTFOLIO BREAKDOWN
(continued)
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 2024, a total of £903,670 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 residual listed
holding represent the entire portfolio of Sure Ventures PLC as at
30 September 2024.
On 10 June 2024, the Company
announced a placing of 275,862 ordinary shares, followed by a
further issue of equity to Mindflair PLC of 315,790 ordinary
shares, announced on 5 August 2024. The ordinary shares were
admitted to trading on the Specialist Fund Segment of the London
Stock Exchange on 13 June 2024 and 8 August 2024 respectively,
under the existing ISIN: GB00BYWYZ460, taking the total shares in
admission as at 30 September 2024 to 7,643,252.
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 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 2024 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 (Formally VR Education Holdings
PLC - VRE). 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
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 1st 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 the first Fund, 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 the Fund had
drawn down a total of £15.06m and has made eight investments. In
the six month period from 31 March 2024, the Fund has invested
£650k into a London based company called Ittybit in June 24; £750k
into a London based company called Vortex IQ in June 24; £1m into a
Manchester based company called Phinxt Robotics in July 24; £500k
into a London based company called Stylus Education in August 24;
and finally £1.5m into an Oxford based company called Purple
Transform in August 24. The total invested capital to date for Sure
Ventures PLC was £903,670.
Performance
In the period to 30 September 2024
the Company returned a net asset value of £1.39/unit, representing
a 67% increase from the audited March-24 NAV of £0.83. The NAV
increase is largely a result of the Fund I performance, whereby one
of the portfolio companies agreed a sale to a large US acquirer at
a $450m valuation. This represents a more than 10X return on the
investment and, once the acquirer IPOs on Nasdaq, is projected to
return the full Fund investment.
The investment in Sure Valley
Venture Enterprise Capital Fund has returned a NAV of £0.68. This
performance is considered in line with expectation as the Fund
continues to build out the portfolio and would be unlikely to see
any immediate gains given the infancy of the Fund.
Given the lack of revenue to support
the ongoing operational costs of the PLC, the unrealised gains in
the two Sure Valley Funds are key to maintaining a steady NAV,
until the point that we see more exits to create realised gains,
which we hope to see in the near future.
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 number a of unrealised gains
across the portfolio. The portfolio of current investments is
continuing to mature, with most companies having now completed
series A funding rounds, which provided the previous NAV growth
that was set out to achieve from inception. The focus now shifts
towards finding exit opportunities as we look to realise some
further gains across the portfolio. As the investment period of
this Fund has now closed, 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 the Fund with opportunities to exit.
In addition to this, having more
exposure to the UK market for early-stage high growth software
companies through the commitment into the Sure Valley Ventures
Enterprise Capital Fund will yield exciting opportunities as the
Fund continues to deploy capital across the landscape with a view
to generating significant returns for investors throughout its
lifecycle.
We remain confident in the future
outlook of the Company for the following financial year,
particularly with the exciting pipeline of deals that can been seen
from the new Enterprise Capital Fund and the increasing maturity of
the first Sure Valley Ventures Fund portfolio. Whilst the Funds
provide great exposure to a wealth of expertise and a larger suite
of portfolio companies, we also reserve the right to make further
direct investments provided there is sufficient working capital to
do so.
Shard Capital AIFM LLP
Investment Manager
8 November 2024
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 of Sure Ventures plc (the "Company") for
the six months ended 30 September 2024.
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 2024 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 2024 remain unchanged and will be
applicable to the remaining six months of the financial
year.
Going concern
The Board of Directors 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 of
Directors has no concerns in regard to the ongoing existence of the
Company.
The Board of Directors 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 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
3 December 2024
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 Asset Value ("NAV"), of the regular, recurring annual costs of
running an investment company, calculated in accordance with the
Association of Investment Companies ("AIC") methodology.
|
For the six months ended 30 September
2024
|
|
|
|
Average NAV (£'000)
|
a
|
£10,724
|
|
Recurring costs (£'000)
|
b
|
£419
|
|
|
b/a
|
3.91%
|
PREMIUM/DISCOUNT
The amount, expressed as a percentage, by which
the share price is less than the NAV per ordinary share.
|
As at 30 September 2024
|
|
|
|
NAV per ordinary share
|
a
|
138.87p
|
|
Share price
|
b
|
87.50p
|
|
|
(b-a)/a
|
(36.99%)
|
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.
|
For the six months ended 30 September
2024
|
|
NAV
|
Share
price
|
|
Opening as at 31 March 2024 (p)
|
a
|
82.53
|
73.50
|
|
Closing as at 30 September 2024 (p)
|
b
|
138.87
|
87.50
|
|
Dividend reinvestment factor
|
c
|
1
|
1
|
|
Adjusted closing (d = b x c)
|
d
|
138.87
|
87.50
|
|
Total return
|
(d-a) / a
|
68.27%
|
19.04%
|
5 Financial
Statements
Condensed Statement of Comprehensive
Income
For the six months ended 30 September 2024
(unaudited)
|
|
Note
|
Revenue
£
|
Capital
£
|
Total
£
|
|
Income
|
|
|
|
|
|
Other net changes in fair value on financial
assets at fair value through profit or loss
|
7
|
-
|
4,515,070
|
4,515,070
|
|
Rebate management fee
|
9
|
68,333
|
-
|
68,333
|
|
Total net
income
|
|
68,333
|
4,515,070
|
4,583,403
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
Management fee
|
9
|
(93,333)
|
-
|
(93,333)
|
|
Custodian, secretarial and administration
fees
|
|
(62,462)
|
-
|
(62,462)
|
|
Other expenses
|
|
(102,849)
|
-
|
(102,849)
|
|
Total
operating expenses
|
|
(258,644)
|
-
|
(258,644)
|
|
|
|
|
|
|
|
Finance
costs
|
|
|
|
|
|
Interest expense
|
|
(16,956)
|
-
|
(16,956)
|
|
Total finance
costs
|
|
(16,956)
|
-
|
(16,956)
|
|
|
|
|
|
|
|
(Loss)/Gain
before taxation and after finance costs
|
|
(207,267)
|
4,515,070
|
4,307,803
|
|
Taxation
|
|
-
|
-
|
-
|
|
(Loss)/Gain after taxation
|
|
(207,267)
|
4,515,070
|
4,307,803
|
|
|
|
|
|
|
|
(Deficit)/Surplus per
share
|
6
|
(2.83)
|
61.74
|
58.91
|
The total comprehensive income and expense for
the period is attributable to shareholders of the Company. The
accompanying notes on pages 22 to 24 form part of these condensed
interim financial statements.
Condensed Statement of Comprehensive
Income (continued)
For the six months ended 30 September 2023
(unaudited)
|
|
Note
|
Revenue
£
|
Capital
£
|
Total
£
|
|
Income
|
|
|
|
|
|
Loss on sale of investments
|
|
-
|
(83,570)
|
(83,570)
|
|
Other net changes in fair value on financial
assets at fair value through profit or loss
|
|
-
|
(136,107)
|
(136,107)
|
|
Rebate management fee
|
9
|
49,456
|
-
|
49,456
|
|
Other income
|
|
10
|
-
|
10
|
|
Total net
income/(loss)
|
|
49,466
|
(219,677)
|
(170,211)
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
Management fee
|
9
|
(74,456)
|
-
|
(74,456)
|
|
Custodian, secretarial and administration
fees
|
|
(57,494)
|
-
|
(57,494)
|
|
Other expenses
|
|
(91,284)
|
-
|
(91,284)
|
|
Total
operating expenses
|
|
(223,234)
|
-
|
(223,234)
|
|
|
|
|
|
|
|
Finance
costs
|
|
|
|
|
|
Interest expense
|
|
(7,978)
|
-
|
(7,978)
|
|
Total finance
costs
|
|
(7,978)
|
-
|
(7,978)
|
|
|
|
|
|
|
|
Loss before
taxation and after finance costs
|
|
(181,746)
|
(219,677)
|
(401,423)
|
|
Taxation
|
|
-
|
-
|
-
|
|
Loss after taxation
|
|
(181,746)
|
(219,677)
|
(401,423)
|
|
|
|
|
|
|
|
Deficit per
share
|
|
(2.66)
|
(3.22)
|
(5.88)
|
The total comprehensive income and expense for
the period is attributable to shareholders of the Company. The
accompanying notes on pages 22 to 24 form part of these condensed
interim financial statements.
Condensed Statement of Financial
Position
As at 30 September
2024
|
|
Note
|
30 September
2024
(unaudited)
£
|
31 March
2024
(audited)
£
|
|
Non - current assets
|
|
|
|
|
Investments held at fair value through profit
or loss
|
7
|
11,128,216
|
6,236,446
|
|
|
|
11,128,216
|
6,236,446
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Receivables
|
|
2,878
|
8,527
|
|
Cash and cash equivalents
|
|
13,265
|
65,209
|
|
|
|
16,143
|
73,736
|
|
|
|
|
|
|
Total assets
|
|
11,144,359
|
6,310,182
|
|
|
|
|
|
|
Non - current liabilities
|
|
|
|
|
Interest payable
|
|
(46,194)
|
(29,238)
|
|
Loans payable
|
|
(440,000)
|
(400,000)
|
|
|
|
(486,194)
|
(429,238)
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Other payables
|
|
(43,632)
|
(61,214)
|
|
|
|
(43,632)
|
(61,214)
|
|
|
|
|
|
|
Total assets less current
liabilities
|
|
(529,826)
|
6,248,968
|
|
|
|
|
|
|
Total net assets
|
|
10,614,533
|
5,819,730
|
|
|
|
|
|
|
Shareholders' funds
|
|
|
|
|
Ordinary share capital
|
8
|
76,431
|
70,514
|
|
Share premium
|
|
7,263,731
|
6,782,648
|
|
Revenue reserves
|
|
(2,220,726)
|
(2,013,466)
|
|
Capital reserves
|
|
5,495,097
|
980,034
|
|
Total shareholders' funds
|
|
10,614,533
|
5,819,730
|
|
|
|
|
|
|
Net asset value per share
|
|
138.87p
|
82.53p
|
The accompanying notes on pages 22 to 24 form
part of these condensed interim financial statements.
The financial statements on pages 17 to 21 were
approved by the board of directors and authorised for issue on 3
December 2024. 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 2024
(unaudited)
|
|
Ordinary
Share
Capital
£
|
Share
Premium
£
|
Revenue
Reserves
£
|
Capital
Reserves
£
|
Total
Reserves
£
|
Total
Equity
£
|
|
As at 31 March 2024
|
70,514
|
6,782,648
|
(2,013,466)
|
980,034
|
(1,033,432)
|
5,819,730
|
|
Ordinary shares issued
|
5,917
|
494,083
|
-
|
-
|
-
|
500,000
|
|
Ordinary shares issue costs
|
-
|
(13,000)
|
-
|
-
|
-
|
(13,000)
|
|
(Loss)/Gain after taxation
|
-
|
-
|
(207,260)
|
4,515,063
|
4,307,803
|
4,307,803
|
|
Balance as at
30 September 2024
|
76,431
|
7,263,731
|
(2,220,726)
|
5,495,097
|
3,274,371
|
10,614,533
|
For the six months ended 30 September 2023
(unaudited)
|
|
Ordinary
Share
Capital
£
|
Share
Premium
£
|
Revenue
Reserves
£
|
Capital
Reserves
£
|
Total
Reserves
£
|
Total
Equity
£
|
|
As at 31 March 2023
|
66,464
|
6,403,697
|
(1,645,078)
|
3,138,124
|
1,493,046
|
7,963,207
|
|
Ordinary shares issued
|
4,051
|
395,949
|
-
|
-
|
-
|
400,000
|
|
Ordinary shares issue costs
|
-
|
(17,000)
|
-
|
-
|
-
|
(17,000)
|
|
Loss after taxation
|
-
|
-
|
(181,746)
|
(219,677)
|
(401,423)
|
(401,423)
|
|
Balance as at
30 September 2023
|
70,515
|
6,782,646
|
(1,826,824)
|
2,918,447
|
1,091,623
|
7,944,784
|
The accompanying notes on pages 22 to 24 form
part of these condensed interim financial statements.
Condensed Statement of Cash
Flows
For the six months ended 30 September
2024
|
|
Note
|
30 September
2024
(unaudited)
£
|
30 September
2023
(unaudited)
£
|
|
Cash flows from operating
activities:
|
|
|
|
|
Profit/(Loss) after taxation
|
|
4,307,803
|
(401,423)
|
|
Adjustments for:
|
|
|
|
|
Decrease in receivables
|
|
5,649
|
2,022
|
|
(Decrease)/Increase in payables
|
|
(626)
|
1,512
|
|
Increase in capital call payable
|
|
-
|
117,500
|
|
Loss on sale of investment
|
|
-
|
83,570
|
|
Unrealised loss on foreign exchange
|
7
|
147,672
|
79,953
|
|
Net changes in fair value on financial assets
at fair value through profit or loss
|
7
|
(4,662,742)
|
56,154
|
|
Net cash (outflow) from operating
activities
|
|
(202,244)
|
(60,712)
|
|
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
|
Purchase of investments
|
7
|
(376,700)
|
(441,990)
|
|
Sale of investments
|
7
|
-
|
151,547
|
|
Net cash (outflow) from investing
activities
|
|
(376,700)
|
(290,443)
|
|
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
|
Proceeds from issue of ordinary
shares
|
|
500,000
|
399,000
|
|
Interest expense
|
|
-
|
7,978
|
|
Proceed from loans
|
|
40,000
|
-
|
|
Ordinary share issue costs
|
|
(13,000)
|
(17,000)
|
|
Net cash inflow from financing
activities
|
|
527,000
|
389,978
|
|
|
|
|
|
|
Net change in cash and cash
equivalents
|
|
(51,944)
|
38,823
|
|
Cash and cash equivalents at the beginning of
the period
|
|
65,209
|
36,697
|
|
Net cash and cash equivalents
|
|
13,265
|
75,520
|
The accompanying notes on pages 22 to 24 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 commencing trading on 19 January 2018 upon
listing. The registered office of the Company is International
House, 36-38 Cornhill, London, EC3V 3NG, United Kingdom.
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 Her Majesty's
Revenue and Customs ("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 2024 does not constitute statutory accounts as defined in
section 435 of Companies Act 2006. The Statement of Financial
Position comparative figures and the comparative figures stated in
the notes to the condensed interim financial statements as at 31
March 2024 are derived from the audited financial statements for
that year. The financial statements for the year ended 31 March
2024 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 2024 are available upon request from the
Company's registered office.
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 2024. 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 2024. 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
2024.
4) Financial risk
management
The Company's financial risk management
objectives and policies are consistent with those disclosed in the
Company's financial statements as at and for the year ended 31
March 2024.
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
2024
|
Revenue
(pence)
|
Capital
(pence)
|
Total
(pence)
|
|
Earnings per ordinary share
|
(2.83p)
|
61.74p
|
58.91p
|
The calculation of the above is based on
revenue returns of (£207,260), capital returns of £4,515,070 and
total returns of £4,307,803 and weighted average number of ordinary
shares of 7,273,795 as at 30 September 2024.
|
For the financial year ended 31 March
2024
|
|
Earnings per ordinary share
|
(5.31p)
|
(31.10p)
|
(36.41p)
|
The calculation of the above is based on
revenue returns of (£368,388), capital returns of (£2,158,090) and
total returns of (£2,526,478) and weighted average number of
ordinary shares of 6,938,133 as at 31 March 2024.
7) INVESTMENTS AT FAIR VALUE
THROUGH PROFIT OR LOSS
|
|
As at 30 September
2024
£
|
As at 31 March
2024
£
|
|
Opening
cost
|
|
|
|
Opening fair value
|
6,236,446
|
8,196,153
|
|
|
|
|
|
Purchases at cost
|
376,700
|
662,460
|
|
Sales
|
-
|
(464,077)
|
|
Realised loss
|
-
|
(271,039)
|
|
Unrealised gain/(loss)
|
4,662,742
|
(1,735,329)
|
|
Unrealised loss on foreign exchange
|
(147,672)
|
(151,722)
|
|
Closing fair
value
|
11,128,216
|
6,236,446
|
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
2024
|
No. of shares
31 March
2024
|
Ordinary Share
Capital
30
September
2024
£
|
Ordinary Share
Capital
31 March
2024
£
|
|
Ordinary
shares of 1 penny each
|
7,643,252
|
7,051,600
|
76,431
|
70,514
|
The following table details the subscription
activity for the period ended 30 September 2024.
|
|
30 September
2024
|
31 March
2024
|
|
Opening balance as at 1 April
|
7,051,600
|
6,646,472
|
|
Ordinary shares issued
|
591,652
|
405,128
|
|
Closing
balance as at period/year end
|
7,643,252
|
7,051,600
|
|
|
|
| |
During the period ended 30 September 2024 and the year ended 31
March 2024, all proceeds from the issues were 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 in 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.
As at 30 September 2024, there was £1,286 (31
March 2024: £4,343) payable to HMRC for the 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 as 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 £93,333
(30 September 2023: £74,456) of management fees and as at
30 September 2024, there was £12,500 (31
March 2024: £12,500) payable to the Manager. During the period, the
Company received a rebate management fee of
£68,333 (30 September 2023: £49,456) from
the Manager.
During the period, the Company paid £13,000 (30
September 2023: £17,000) of placement fees to Shard Capital
Partners LLP.
During the period, the Company paid corporate
broking retainer fees of £6,530 (30 September 2023: £3,280)
(excluding VAT) to Shard Capital Partners LLP.
The Company has investments in Sure Valley
Ventures, the sub-fund of Suir Valley Funds ICAV, and Sure Valley
Ventures Enterprises Capital LP, amounting to £10,495,413 (31 March
2024: £5,932,789) and £627,766 (31 March 2024: £300,014)
respectively. These funds are also managed by the
Manager.
10) SubsequENT
EVENTS
There were no subsequent events which would
require disclosure in the financial statements.