TIDMNCA
Company number: 05352611
New Century AIM VCT plc
28(th) February 2022
Audited Report and Accounts for the year to 28(th) February
2022
Financial Summary 1
Chairman's Statement 2
Details of Directors 3
Management and Administration 4
Directors 5
Strategic Report 6
Investment Portfolio 8
Top Ten Investments 12
Directors' Report 13
Directors' Remuneration Report 17
Corporate Governance 19
Independent Auditor's Report 23
Statement of Comprehensive Income 31
Balance Sheet 32
Statement of Changes in Equity 33
Cash Flow Statement 34
Notes to the Financial Statements 35 - 46
Shareholder Information 47
Financial Summary
Year ended Year ended
28 February 28 February
2022 2021
Revenue return per share (pence) for the year (0.33) (0.47)
Total return per share (pence) for the year 1.53 38.49
Interim dividend paid per share (pence) - 1.50
Proposed final dividend per share (pence) 2.0 6.50
Net asset value per share (pence) 97.99 102.96
Cumulative value of shareholder investment (net
asset value plus cumulative dividends paid per
share) (pence) 133.31 131.78
Shareholders' funds (GBP'000) 7,703 8,094
Chairman's Statement
I am pleased to be taking over as your new Chairman to ensure
that the Company carries out your wishes.
The Board is aware that there has been deep dissatisfaction by a
majority of shareholders at the disappointing long term performance
of the fund. The Board is also aware of how difficult it can be to
sell shares in the company and how the shares are usually priced at
a large discount to their net asset value. Shareholders are also
disadvantaged by the wide spread between the buying and selling
price. This dissatisfaction was demonstrated in August 2021 when
70.3% of shareholders voting, voted against the AGM motion to
continue with the fund. As a result, a General Meeting was held in
December 2021, to vote on whether or not to wind up the company. At
this meeting 71.93% of the shareholders that voted were in favour
of winding up the company. In order to wind up the company, a 75%
majority is required. Such was the strength of opposition to wind
up the company, former New Century Aim VCT chairman, John Brice,
wrote to shareholders, pointing out the dismal performance of the
fund and with my backing, put forward a motion to remove the rest
of the Board. The remaining Board members felt that they no longer
represented the wishes of the majority of the company's
shareholders and consequently, in January, 2022, decided to resign.
The following month, John Brice and Simon Bragg joined me as
directors of the company. The new Board stated that it was their
intention to focus on ways to enhance shareholder value.
As mentioned in the investment manager's report, the fund, after
adding in all the dividends, has only increased by 33.31% over just
over 17 years. This dismal performance has continued, with the net
asset value falling to 88.73p per share as at the 31 May 2022.
Adding in the cumulative dividends, the overall gain since March
2005 has only been 24.05%. Adjusting for the discount to net asset
value and the dealing spread, that gain would be greatly trimmed
back for sellers of the shares -- that is if they could actually
sell them.
Bearing in mind the above factors and the substantial number of
shareholders that wished the fund to close, the Board has listened
to the Company's shareholders and decided that the best way to
maximise shareholders' returns would be to return as much value to
shareholders as possible. With this in mind, the Board approached
its legal advisors to seek advice on the best way to achieve this.
Following these discussions, the Board decided that the most
efficient and cost effective way to do this would be to realise
funds in a sensible and controlled fashion and distribute these to
shareholders in a succession of dividends. With this in mind, the
Board recently requested the investment manager to refrain from
buying and to realise investments to enable the payment of a large
initial interim dividend. Several sales have since taken place
while maintaining VCT qualifying status. Many shareholders will be
aware of the recent weakness of the UK market and in particular the
AIM market. Consideration will be given to the prevailing market
conditions when winding down the fund. With this in mind, the
directors will hold off selling if they feel that it is an
unfavourable time for disposing of the investments.
With the recent sales that have taken place, we have raised
enough to pay a 9.0p per share dividend which we intend to pay as
an interim dividend for the year ended 28 February 2023. This
interim dividend will have an ex-dividend date of 7 July, a record
date of 8 July and a payment date of 22 July. Distribution of this
cash will result in the level of qualifying investments increasing
well above the 80% level at which it remains qualifying. The Board
also proposes to pay a final dividend of 2.0p per share for the
year ended 28 February 2022, subject to shareholders approval at
the AGM. If approved, this dividend will have an ex-dividend date
of 15 August, a record date of the 19 August and a payment date of
2 September 2022.
Another situation which the directors are dealing with is the
appointment of new auditors. Our current auditors, UHY have
informed us of their change in strategy and the sectors in which
they operate and have consequently notified us of their intention
to not seek reappointment as auditors when the current audit of the
fund has been completed. The directors are actively seeking
suitable auditors to replace them. Oberon has also announced its
decision to resign as bookkeepers to the fund and we are currently
looking for a replacement.
Michael Barnard
Chairman
29 June 2022
Details of Directors
Michael Barnard (Aged 71)
Michael has been employed in stockbroking since 1971. In 1974 he
became a Member of the Stock Exchange. During his career his duties
have spanned investment advising, investment research, dealing and
company management. In 1988 he started his own stockbroking
company, MD Barnard & Company Limited which he subsequently
sold on 30 November 2017.
John Brice (Aged 60)
Following a 30-year career in the asset management industry John
Brice now runs his family office network of companies. Previously
he was President, Chief Investment Officer and co-founder of CarVal
Investors LLC a leading alternative asset manager involved in
special situation, distressed and opportunistic investment. Under
his leadership the firm grew to manage over $10bn of capital on
behalf of leading global institutional investors and sovereign
wealth funds, consistently producing top quartile returns and
recognised as one of Wall St's leading firms in its space as a
result. He was responsible for pioneering this type of investment
in Europe having led restructurings in a number of prominent
European companies including Marconi PLC and British Energy PLC in
the UK. He has extensive experience in the private equity and hedge
fund fields. He is a qualified chartered accountant and holds a
B.Sc. in Economics from Cardiff University.
Simon Bragg (Aged 58)
Simon is Founder and Chief Executive of JSB Energy Partners
Limited. He was formerly Chairman and Chief Executive of Stifel
Europe. Stifel acquired Oriel Securities in 2014, which he founded
and launched in 2002. Prior to this role, Simon worked at HSBC
Investment Bank, Cargill Financial Markets and Hoare Govett. He has
over twenty years' experience in financial services, helping
companies and investors to be successful. He is a non-executive
director of Intralink Group Limited and was a director and Audit
Committee Chairman of JP Morgan American Investment Trust PLC.
Simon graduated from Imperial College, London with a degree in
Chemistry and qualified as a Chartered Accountant with Peat Marwick
Mitchell (KPMG).
Geoffrey Gamble (Aged 63)
Geoffrey started his career with National Westminster Bank plc.
He joined Publishing Holdings plc in 1984 and became a director in
1986. He took part in an MBO in 1988, backed by Schroder Ventures
(now Permira) to form Charterhouse Communications Group Limited and
was instrumental in the satisfactory venture capital exit from that
company and its flotation on AIM in 1996. He became managing
director of Charterhouse Communications plc in 1999.
Peter William Riley (Aged 77)
Peter qualified as a solicitor in 1969. He retired from practice
in 2018.
Ian Cameron-Mowat (Aged 71)
Ian has a BSc 1st degree in electronics and was involved in the
early development of computers at Burroughs Machines. He is
currently a consultant radiologist to a NHS Trust.
Simon Like (Aged 52)
Simon started his career working for Midland Bank, which later
became HSBC plc, and has been employed in stockbroking since 2001.
Since then Simon has been managing client money and is one of the
senior fund managers at Oberon Investments Limited.
Management and Administration
Registered Office & Registered Number 4(th) Floor,
50 Mark Lane
London
EC3R 7QR
Company Number: 05352611
Company Secretary Tricor Secretaries Limited
4(th) Floor,
50 Mark Lane
London
EC3R 7QR
Registrar Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Solicitors Dickson Minto
Broadgate Tower
20 Primrose Street
London
EC2A 2EW
Investment Manager and Broker Oberon Investments Limited
1st Floor
12 Hornsby Square
Southfields Business Park
Basildon
Essex
SS15 6SD
Auditor UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
London
E1W 1YW
Directors
The following people were directors of the Company during its
financial year ending 28 February 2022:
Michael David Barnard (Chairman)
John Brice (appointed 10 February 2022)
Simon Bragg (appointed 10 February 2022)
Geoffrey Gamble (resigned 28 January 2022)
Simon Like (resigned 28 January 2022)
Peter Riley (resigned 28 January 2022)
Ian Cameron-Mowat (resigned 28 January 2022)
All directors are non-executive.
Audit Committee:
Simon Bragg (Chairman)
John Brice
Strategic Report
Activities and status
The principal activity of the Company during the year was the
making of long-term equity and loan investments in UK Listed, AIM
traded and unquoted companies in the United Kingdom. The Company
has been listed on the London Stock Exchange since 25 March 2005
and has been granted approval by Her Majesty's Customs &
Revenue as a Venture Capital Trust. The Chairman's Statement on
page 2 and the Investment Manager's Review below give a review of
developments during the year and of future prospects.
The directors consider that the Company was not at any time up
to the date of this report a close company within the meaning of
Section 414 of the Act.
Investment Manager's Review
The AIM All Share index had a mixed performance throughout the
year. It started positively and reached a high in September 2021,
but then declined throughout the remainder of 2021 and in January
and February 2022 it declined more sharply as investors became
nervous of rising fuel costs, difficulties within many supply
chains, rising inflation and interest rates and the Russian
invasion of the Ukraine.
During the year to 28th February 2022 the net asset value (NAV)
of your fund declined by 4.83% to 97.99p, compared to the AIM All
Share index which fell 12.73% over the same period. The net asset
value of the fund plus cumulative dividends per share increased by
1.16%.
The fund made nine qualifying investments in the period,
investing in Arecor Therapeutics plc, Belluscura plc, Clean Power
Hydrogen plc, Libertine Holdings plc, Lunglife AI Inc., Strip
Tinning Holdings plc, Sulnox Group plc, Trellus Health plc and
Truspine Technologies plc.
We made nine sales during the year where we either exited or
top-sliced a holding, plus there were two takeovers of our
investments and a significant share buy back in another.
The current year has started with continued volatility, as the
macro-economic environment has become more challenging over the
past 4 months. Your fund remains invested across a variety of
sectors to help try and smooth out some of this volatility.
Investment Objective
New Century AIM VCT PLC is a Venture Capital Trust ("VCT")
established under the legislation introduced in the Finance Act
1995. The Company's principal objectives as set out in the
prospectus are to achieve long term capital growth through
investment in a diversified portfolio of Qualifying Companies
primarily quoted on AIM.
Principal risks and uncertainties
The Company invests its funds primarily in companies traded on
AIM, which entail a higher degree of risk than investments in large
listed companies. The main risk, therefore, arising from the
Company's activities is market price risk, representing the
uncertain realisable values of the Company's investments. Please
refer to the Corporate Governance report on page 19 which provides
evidence of the robust review the directors have performed to
assess these risks, and also note 22 to these accounts which gives
a detailed review of the Company's risk management.
Environmental matters
Discussion in respect of environmental matters is not considered
relevant or material to an understanding of the performance of the
Company. The Company does not consider that Greenhouse Gas
Emissions disclosure is relevant to the Company on the grounds of
immateriality due to its not having its own premises or
employees.
Key performance indicators
The financial key performance indicators are set out in the
financial summary on page 1.
Viability Statement
In accordance with provision 1 of The UK Corporate Governance
Code 2018 the directors have assessed the prospects of the Company
over a longer period than the 12 months required by the "Going
Concern" provision.
The Board regularly considers the Company's strategy, including
investor demand for the Company's shares, and a three year period
is therefore considered to be an appropriate and reasonable time
horizon.
The Board has carried out a robust assessment of the principal
risks facing the Company and its current position, including those
which may adversely impact its business model, future performance,
solvency or liquidity. The principal risks faced by the Company and
the procedures in place to monitor and mitigate them are set out in
note 22.
The Board has also considered the Company's cash flow
projections and found these to be realistic and reasonable.
Based on the above assessment the Board confirms that it has a
reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the three
year period to 28 February 2025.
Michael Barnard
Chairman 29 June 2022
Investment Portfolio
Original Valuation at
Security Cost 28 Feb'22 Cost Valuation
GBP GBP % %
Qualifying Investments 6,568,422 7,075,679 88.38 92.13
Non-qualifying Investments 507,733 248,037 6.83 3.23
7,076,155 7,323,716 95.21 95.36
Uninvested funds 356,250 356,250 4.79 4.64
7,432,405 7,679,966 100.00 100.00
Qualifying Investments
AIM quoted
Abingdon Health plc 35,218 4,088 0.47 0.05
Access Intelligence plc 10,053 27,000 0.14 0.35
Actual Experience plc 63,174 7,782 0.85 0.10
AFC Energy plc 50,254 114,219 0.68 1.49
Angle plc 119,347 143,048 1.61 1.86
Anglo African Oil & Gas plc 45,229 0 0.61 0.00
Arecor Therapeutics plc 12,816 21,041 0.17 0.27
Audioboom Group plc 121,167 1,070,910 1.63 13.94
Bango plc 7,563 32,375 0.10 0.42
Belluscura plc 100,506 239,444 1.35 3.12
Belvoir Lettings plc 23,320 46,800 0.31 0.61
Bigblu Broadband plc 163,569 198,718 2.20 2.59
Blackbird plc 96,735 369,600 1.30 4.81
Brighton Pier Group plc 50,253 24,375 0.68 0.32
C4X Discovery Holding plc 65,329 127,617 0.88 1.66
Clean Power Hydrogen plc 50,253 66,444 0.68 0.87
Cloudbuy plc 58,483 228 0.79 0.00
Coral Products plc 118,095 120,833 1.59 1.57
Creo Medical Group plc 30,053 51,145 0.40 0.67
Cyanconnode Holdings plc 376,755 87,901 5.07 1.14
DCD Media plc 562,800 1,564 7.57 0.02
Deepmatter Group plc 49,754 7,260 0.67 0.09
Deepverge plc 121,304 57,453 1.63 0.75
Destiny Pharma plc 50,254 53,846 0.68 0.70
Diaceutics plc 10,314 13,500 0.14 0.18
DP Poland plc 20,113 7,337 0.27 0.10
Ecsc Group plc 20,104 23,455 0.27 0.31
Eden Research plc 30,152 30,000 0.41 0.39
Falanx Group Ltd 150,964 63,324 2.03 0.82
Faron Pharmaceuticals Ltd 25,128 24,950 0.34 0.32
Feedback plc 100,508 59,042 1.35 0.77
Fusion Antibodies plc 12,064 9,640 0.16 0.13
Gear4Music Holdings plc 27,121 91,246 0.36 1.19
Gfinity plc 116,218 116,594 1.56 1.52
IDE Group Holdings plc 52,763 1,050 0.71 0.01
Ideagen plc 28,430 186,352 0.38 2.43
Original Valuation at
Security Cost 28 Feb'22 Cost Valuation
GBP GBP % %
Immotion Group plc 130,661 87,037 1.76 1.13
I-Nexus Global plc 70,353 5,520 0.95 0.07
Inspired Energy plc 51,370 265,571 0.69 3.46
Intelligent Ultrasound Group plc 170,848 145,313 2.30 1.89
K3 Business Technology Group plc 90,360 169,830 1.22 2.21
Keywords Studios plc 5,563 108,540 0.07 1.41
Kinovo plc 156,673 109,658 2.11 1.43
Libertine Holdings plc 75,378 112,500 1.01 1.46
Lightwaverf plc 45,233 2,647 0.61 0.03
Location Sciences Group plc 132,946 13,939 1.79 0.18
Lunglife AI Inc 20,102 20,453 0.27 0.27
M.Winkworth plc 64,320 155,200 0.87 2.02
Marechale Capital plc 133,828 34,450 1.80 0.45
Maxcyte Inc 25,128 156,784 0.34 2.04
Microsaic Systems plc 154,711 3,507 2.08 0.05
Mirriad Advertising plc 30,154 13,838 0.41 0.18
Myhealthchecked plc 200,550 180,306 2.70 2.35
N4 Pharma plc 60,304 14,070 0.81 0.18
Pelatro plc 25,128 9,160 0.34 0.12
PHSC plc 182,910 85,050 2.46 1.11
Polarean Imaging plc 30,154 109,600 0.41 1.43
Property Franchise Group plc 212,312 599,420 2.86 7.80
Quixant plc 6,935 19,200 0.09 0.25
Rosslyn Data plc 27,037 2,608 0.36 0.03
Scancell Holdings plc 130,618 113,901 1.76 1.48
Scholium Group plc 50,253 18,650 0.68 0.24
SEEEN plc 150,754 63,333 2.03 0.82
Solid State plc 40,134 185,625 0.54 2.42
SRT Marine Systems plc 4,523 10,850 0.06 0.14
Strip Tinning plc 15,890 14,441 0.21 0.19
Sysgroup plc 99,177 40,784 1.33 0.53
Touchstar plc 281,400 87,500 3.79 1.14
TP Group plc 109,278 19,571 1.47 0.25
Trellus Health plc 25,128 17,500 0.34 0.23
Tristel plc 28,651 245,156 0.39 3.19
ULS Technology plc 48,241 91,200 0.65 1.19
Verici Dx plc 35,178 68,250 0.47 0.89
Vianet Group plc 40,175 27,950 0.54 0.36
XP Factory plc 31,006 6,032 0.42 0.08
Yourgene Health plc 69,349 28,463 0.93 0.37
Yu Group plc 27,893 36,225 0.38 0.47
Total AIM quoted qualifying
investments 6,266,768 6,999,814 84.32 91.14
Original Valuation at
Security Cost 28 Feb'22 Cost Valuation
GBP GBP % %
AQSE Quoted qualifying Investments
Sulnox Group plc 35,279 40,365 0.47 0.53
Truspine Technologies plc 50,253 35,500 0.68 0.46
85,532 75,865 1.15 0.99
Unlisted qualifying investments
Invocas Group plc 100,400 0 1.35 0.00
Outsourcery plc 45,027 0 0.61 0.00
Optare plc 50,753 0 0.68 0.00
Syqic plc 19,943 0 0.27 0.00
216,122 0 2.91 0.00
Total qualifying investments 6,568,422 7,075,679 88.38 92.13
Non-qualifying investments
AIM Quoted
Audioboom Group plc 1,163 2,190 0.02 0.03
Bango plc 291 370 0.00 0.00
Cyanconnode Holdings plc 131 15 0.00 0.00
Driver Group plc 8,992 3,980 0.12 0.05
Gateley Holdings plc 14,627 27,450 0.20 0.36
IDE Group Holdings plc 218 1 0.00 0.00
K3 Business Technology Group plc 131 170 0.00 0.00
Rotala plc 60,796 41,250 0.82 0.54
Tristel plc 60 334 0.00 0.00
86,409 75,760 1.16 0.99
UK Listed
Aviva plc 22,268 20,985 0.30 0.27
Cizzle Biotechnology Holdings plc 35,179 70 0.47 0.00
Imperial Brands plc 23,763 16,385 0.32 0.21
Investec plc 202,821 113,688 2.73 1.49
Twentyfour Income Fund Ltd 9,852 8,960 0.13 0.12
Vodafone Group plc 20,590 12,189 0.28 0.16
314,473 172,276 4.23 2.24
Original Valuation at
Security Cost 28 Feb'22 Cost Valuation
GBP GBP % %
Unlisted Investments
China Food Company plc 65,969 0 0.89 0.00
Gable Holdings Inc 12,112 0 0.16 0.00
Mar City plc 10,053 0 0.14 0.00
Sorbic International plc 18,717 0 0.25 0.00
106,851 0 1.44 0.00
Total non-qualifying investments 507,733 248,037 6.83 3.23
Top Ten Investments
Original Valuation at
Security Cost 28 Feb'22 Cost Valuation
GBP GBP % %
Audioboom Group plc 122,330 1,073,100 1.65% 13.97%
Property Franchise Group plc 212,312 599,420 2.86% 7.80%
Blackbird plc 96,735 369,600 1.30% 4.81%
Inspired Energy plc 51,370 265,571 0.69% 3.46%
Tristel plc 28,711 245,490 0.39% 3.20%
Belluscura plc 100,506 239,444 1.35% 3.12%
Bigblu Broadband plc 163,569 198,718 2.20% 2.59%
Ideagen plc 28,430 186,352 0.38% 2.43%
Solid State plc 40,134 185,625 0.54% 2.42%
Myhealthchecked plc 200,550 180,306 2.70% 2.35%
14.06% 46.14%
The investments tabulated above are expressed as a percentage of
the Company's investment portfolio including uninvested cash.
Directors' Report
The directors present their report and the audited financial
statements for the year to 28 February 2022.
Corporate Governance
The Corporate Governance report on pages 19 to 22 forms part of
the directors' report.
Results and dividends paid
Year to Year to
28 February 2022 28 February 2021
Special
Distributable Revenue Capital Revenue Capital
Reserve Reserve Reserves Reserve Reserves
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Return on ordinary
activities after
tax - (26) 146 (36) 3,063
Appropriated as
follows:
Interim dividend paid
in FY'21 for FY'21
Distributable
reserves -- Nil
(1.50p) per share - - - (118) -
Capital reserves --
Nil (Nil) per share - - - - -
Final dividend paid
in FY'22 for FY'21
Distributable
reserves -- 6.50p
(Nil) per share (511) - - - -
Capital reserves --
Nil (Nil) per share - - - - -
Transfers to reserves (511) (26) 146 (154) 3,063
The directors propose a final dividend for the year ended 28
February 2022 of 2.0p per share, (2021: 6.5p final and 1.5p
interim, making 8.0p per share in total).
Directors
The directors, and former directors, of the Company are required
to notify their interests under Disclosure and Transparency Rule
3.12R. The membership of the Board and their beneficial interests
in the ordinary shares of the Company are set out below:
Year ended Year ended
28 February 2022 28 February 2021
Michael Barnard 2,159,035 2,159,035
John Brice 290,998 NA
Simon Bragg - NA
Geoffrey Gamble 97,125 97,125
Peter William Riley 59,185 59,185
Ian Cameron-Mowat 110,904 110,904
Simon Like 8,800 8,800
All of the directors' share interests shown above are held
beneficially. On the 7th April 2022, Michael Barnard purchased a
further 30,649 shares in New Century Aim VCT, taking his holding to
2,189,684 shares, equivalent to 27.86% of the issued share capital.
There have been no other changes in the directors' share interests
between 28 February 2022 and the date of this report.
Brief biographical notes on the directors are given on page
3.
None of the directors has a contract of service with the Company
and, except as mentioned below under the heading "Management",
there were no contracts that subsisted during the year in which a
director was materially interested and which was significant in
relation to the Company's business.
Management
M D Barnard & Co Ltd were the managers of the fund from
inception until November 2017 when M D Barnard & Co Ltd was
taken over by Oberon Investments Ltd. However, the investment
management team remained unchanged. The principal terms of the
Investment Management Agreement are set out in Note 6 to the
Financial Statements.
Substantial shareholdings
As at 28 February 2022 the Company had been notified of the
following shareholdings representing 3 per cent or more of the
Company's issued share capital during the year under review or at
the date of this report:
Number Percentage
of share capital
Michael Barnard 2,159,035 27.47%
Geoffrey Williams 391,570 4.98%
Nigel Shanks 364,820 4.64%
David Trotman 324,000 4.12%
John Brice 290,988 3.70%
Roger Carey 241,048 3.07%
Acquisition of own shares
During the year the Company did not re-purchase any of its own
shares.
Structure, rights and restrictions concerning the Company's
share capital
Throughout the Company's financial year there were 7,860,937
ordinary shares in issue. No shares were issued or bought back
during the year. The rights and obligations attached to the
Company's ordinary shares are set out in the Company's Articles of
Association, copies of which can be obtained from Companies House.
The Company has only one class of ordinary share and each share has
attached to it full voting rights, dividends and capital
distribution rights (including on a winding up) and do not confer
any rights of redemption.
Ordinary shareholders also have the right to receive copies of
the Company's report and accounts, to attend and speak at general
meetings and to appoint proxies.
There is one shareholder with a significant shareholding in the
Company, being Michael Barnard, with 27.47% shareholding as at 28
February 2022. He is also a director of the Company and taken
together he is considered to have a significant influence over the
Company. Other than Michael Barnard, there are no other
shareholders who have a significant direct or indirect shareholding
in the Company.
In accordance with Schedule 7 of the Large and Medium Size
Companies and Groups (Accounts and Reports) Regulations 2008, as
amended, the directors disclose the following information:
-- The Company's capital structure and voting rights are summarised above,
and there are no restrictions on voting rights nor any agreement between
holders of securities that result in restrictions on the transfer of
securities or on voting rights;
-- There exist no securities carrying special rights with regard to the
control of the Company;
-- The rules concerning the appointment and replacement of directors,
amendment of the Articles of Association and powers to issue or buy back
of the Company's shares are contained in the Articles of Association of
the Company and the Companies Act 2006;
-- The Company does not have an employee share scheme;
-- There are no agreements to which the Company is party that may affect its
control following a takeover bid; and
-- There are no agreements between the Company and its directors providing
for compensation for loss of office that may occur following a takeover
bid or for any other reason.
Appointment of Directors
The directors are subject to re-election by rotation, with one
of the directors being re-elected annually at the AGM. This year,
given that Michael Barnard is the longest serving director, he is
the director who is subject to this retirement by rotation and
re-election. In addition, all directors who have been appointed
since the last AGM are also subject to re-election.
Creditor payment policy
The Company's payment policy is to agree terms of payment before
business is transacted and to settle accounts in accordance with
those terms. The Company's principal expenses such as investment
management fees and administration fees are paid quarterly in
arrears in accordance with the respective agreements. Accordingly
the Company had no material trade creditors at the year end.
Streamlined Energy and Carbon Reporting
There are reporting requirements which make it mandatory for
companies to report the amount of energy they use during their
financial year. The Company's energy usage is below the de minimis
level of 40,000kWh.
Post balance sheet events
Details of the post balance sheet event are set out in note
27.
Section 172 (1) of the Companies Act 2006
The Board notes the disclosure regulations contained within 'The
Companies (Miscellaneous Reporting) Regulations 2018 and confirms
that when making decisions it acts in a way which promotes the
success of the Company for the benefit of its members as a whole,
and in doing so has regard (amongst other matters) to the
following:
1. the likely consequences of any decision over the long term;
2. the need to foster the Company's business relationships with its
suppliers;
3. the desirability of the Company maintaining a reputation for high
standards of business conduct; and
4. the need to act fairly as between members of the Company.
The Board also recognises the requirement under Section 414c of
the Companies Act 2006 to detail information about environmental
matters (including the impact of the Company's business on the
environment), employee, human rights, social and community issues,
including information about any policies it has in relation to
these matters and effectiveness of these policies.
Given the size and nature of the Company's activities and the
fact that it has no full-time employees and only non-executive
directors, the Board considers there is limited scope to develop
and implement social and community policies. However, the Company
recognises the need to conduct its business in a manner responsible
to the environment where possible.
The Board believes that the key stakeholders in the business are
the Company's shareholders (ie the investors in the Company). The
Board communicates with these key stakeholders as explained in the
'Relations with shareholders' section in the Corporate Governance
chapter on page 20 in these Financial Statements.
Going Concern
In accordance with FRC Guidance for directors on going concern
and liquidity risk the directors have assessed the prospects of the
Company having adequate resources to continue in operational
existence for at least 12 months from the date of approval of these
financial statements. The directors took into account the nature of
the Company's business and Investment Policy, its risk management
policies, the diversification of its portfolio, the cash holdings
and the liquidity of its investments. The Company's business
activities, together with factors likely to affect its future
development, performance and position including the financial risks
the Company is exposed to are set out in the Strategic Report on
page 6 and in note 22 to the accounts.
As a consequence, the directors have a reasonable expectation
that the Company has sufficient cash and liquid investments to
continue to operate and that the Company will be able to manage its
business risks successfully and meet its liabilities as they fall
due. Thus, the directors believe it is appropriate to continue to
adopt the going concern basis, as also disclosed in the Corporate
Governance report on page 19, in preparing the financial
statements.
Auditor
UHY has indicated its intention to resign as auditor for the
Company and will therefore not be recommended for re-appointment at
this year's AGM. The reason for the resignation of UHY is as a
result of a firm wide strategic review conducted by UHY.
Statement of disclosure to auditor
So far as the directors are aware:
1. there is no relevant audit information of which the Company's
auditor is unaware; and
2. the directors have taken all steps that they ought to have
taken to make themselves aware of any relevant audit information
and to establish that the auditor is aware of that information.
By Order of the Board
Michael Barnard
Chairman
29 June 2022
Directors' Remuneration Report
The Board has prepared this report in accordance with the
requirements of the Companies Act 2006. A resolution to approve
this report will be included in the AGM Notice.
Directors' remuneration policy
The Company does not have any executive directors and, as
permitted under the Listing Rules, has not, therefore, established
a remuneration committee. Directors, with the exception of the
former chairman Mr Gamble, do not receive any remuneration or
fees.
The directors shall be paid by the Company all travel, hotel and
other expenses they may incur in attending meetings of the
directors or general meetings or otherwise in connection with the
discharge of their duties. Any director who, by request of the
directors, performs special services may be paid such extra
remuneration as the directors may determine.
Directors' remuneration (audited)
None of the directors received any remuneration from the Company
during the year under review, with the exception of the former
chairman Mr Gamble, who received a fee of GBP5,000 (2021:
GBP5,000). No other emoluments or pension contributions were paid
by the Company to, or on behalf of, any director. None of the
directors has a service contract with the company. It is expected
that the directors will continue not to receive any remuneration
for their services in the forthcoming years.
Performance
The directors consider that the most appropriate measure of the
Company's performance is its Cumulative Value of Shareholder
Investment (net asset value plus cumulative dividends). The
Company's Cumulative Value of Shareholder Investment at 28 February
2022 and 28 February 2021 are set out in the Financial Summary on
page 1.
Total shareholder return
[graph omitted]
The above graph shows the Company's total shareholder return
compared to that of the FTSE AIM All Index total return for the
period since listing on the London Stock Exchange.
By Order of the Board
Michael Barnard
Chairman
29 June 2022
Corporate Governance
The directors support the relevant principles of the UK
Corporate Governance Code issued in July 2018 by the Financial
Reporting Council, being the principles of good governance and the
code of best practice as set out in the Main Principles of the Code
annexed to the Listing Rules of the Financial Conduct
Authority.
The UK Corporate Governance Code ('the UK Code') is available at
the following location: www.frc.org.uk/corporate/ukcgcode.cfm
Going concern
Bearing in mind that the assets of the Company consist mainly of
marketable securities, the directors are of the opinion that at the
time of approving the Financial Statements, the Company has
adequate resources to continue in operational existence for the
foreseeable future. In addition the Company has no employees and
therefore its operations are not impacted by the recent Covid-19
pandemic. For this reason, they continue to adopt the going concern
basis in preparing the Financial Statements. In coming to this
conclusion the directors have concluded that the Company's going
concern status would only be at threat if (i) the value of its
portfolio declined by more than 98% from its bid-price value
(whether from Covid-19 or any other reason) as at 28 February 2022
of GBP7,323.7k (excluding cash of GBP356k), and (ii) that it could
not dispose of any of its portfolio during or after such a decline
in value, and (iii) that it could not reduce its current cost base.
Such a set of circumstances would, in the Board's opinion, be very
unlikely.
The Board
The Company is led and controlled by a Board of directors who
are all non-executive and who either had relevant experience with
quoted companies prior to their appointment or had a good knowledge
base of the rules and regulations concerning a director's
responsibilities with listed companies. It was therefore not
thought necessary to provide further training, above that which
they already undertake, in respect of their obligations and duties.
The Chairman is Michael Barnard. Biographical details of all Board
members are shown on page 3.
One Director is subject to re-election at each AGM by rotation,
plus any director who has been appointed since the last AGM.
During the year the following were held:
4 full board meetings 2 Audit Committee meetings
24 June 2021 -- Attended by G Gamble, 23 June 2021 - All members who held
S Like, and P Riley. 28 October 2021 office at that time attended. 27
-- All directors who held office at October 2021 -- All members who held
that time attended. 16 October 2021 -- at that time office attended.
All directors who held office at that
time attended. 28 January 2022 -- All
directors who held office at that time
attended.
The Board has also established procedures whereby directors
wishing to do so in the furtherance of their duties may take
independent professional advice at the Company's expense.
All directors have access to the advice and services of the
Company Secretary. The Company Secretary provides the Board with
full information on the Company's assets and liabilities and other
relevant information requested by the Chairman, in advance of each
Board meeting.
The Board believes that the financial statements present a
balanced and understandable assessment of the Company's position
and prospects. The Audit Committee meets at least twice a year.
Under the chairmanship of a non-executive director, its membership
comprises Simon Bragg and John Brice.
During the year up to the date of his resignation on 28 January
2022, the Audit Committee was chaired by the former Chairman,
Geoffrey Gamble. The other members of the Audit Committee prior to
the 28 January 2022 were Peter Riley and Ian Cameron-Mowat. Since
then the Audit Committee has been chaired by Simon Bragg. The Audit
Committee reviews the financial statements and is reported to by
the external auditors. The Audit Committee did not identify or
consider any significant issues relating to the financial
statements as substantially all the investments are valued by
reference to publicly quoted prices. Further, the Audit Committee
keeps under review the cost effectiveness, independence and
objectivity of the auditors. A formal statement of independence is
received from the external auditors each year. The terms of
reference of the Audit Committee are available for inspection at
the Company's registered office.
The Audit Committee is satisfied with the performance of UHY
Hacker Young. However, following UHY Hacker Young's decision to
resign, the Company will not be recommending their reappointment at
the AGM and will be seeking the services of another firm for this
year's audit.
The investment manager is authorised and regulated by the
Financial Conduct Authority and the directors of this Company
review the Independent Auditors' Report of Oberon Investments
Limited to ensure that there are no adverse findings with regard to
its financial controls.
Relations with shareholders
The Chairman is the Company's principal spokesman with
investors, fund managers, the press and other interested
parties.
Separate resolutions are proposed at the AGM on each
substantially separate issue. The Registrars collate proxy votes
and the results (together with the proxy forms) are forwarded to
the Company Secretary immediately prior to the AGM. In order to
comply with the Governance Code, proxy votes will be announced at
the AGM, following each vote on a show of hands, except in the
event of a poll being called.
Financial Reporting
The statement of directors' responsibilities for preparing the
financial statements is set out on page 22, and a statement by the
auditors about their reporting responsibilities is set out in the
Auditor's Report on page 28.
Internal control
The directors are responsible for the Company's system of
internal control. Although no system of internal control can
provide absolute assurance against material misstatement or loss,
the Company's systems are designed to provide the directors with
reasonable assurance that problems are identified on a timely basis
and dealt with appropriately.
The directors have conducted a review of the effectiveness of
the system of internal control for the year covered by the
financial statements. This accords with the FRC's guidance on Risk
Management, internal control and related Financial and Business
reporting.
Although the Board is ultimately responsible for safeguarding
the assets of the company, the Board has delegated, through written
agreements, the day-to-day operation of the Company to Oberon
Investments Limited.
Compliance statement
The Listing Rules require the Board to report on compliance with
the Governance Code provisions throughout the accounting year. The
Comply or Explain Section of the UK Code does however acknowledge
that some provisions may have less relevance for investment
companies. With the exception of the limited items outlined below,
the Company has complied throughout the accounting year to 28
February 2022 with the provisions set out in Sections A to E of the
Governance Code.
1. The Board has not appointed a nominations committee as they
consider the Board to be small and it comprises wholly
non-executive directors. Appointments of new directors are dealt
with by the full Board.
2. New directors do not receive a full, formal and tailored
induction on joining the Board. Such matters are addressed on an
individual basis as they arise.
3. Due to the size of the Board and the nature of the Company's
business, a formal performance evaluation of the Board, its
committees, the individual directors and the Chairman has not been
undertaken. Specific performance issues are dealt with as they
arise.
4. The Company has three directors of which John Brice and Simon
Bragg are independent directors, as defined by the Governance Code
issued in July 2018. The Board consider that John Brice and Simon
Bragg are independent in character and judgement and there are no
relationships or circumstances which are likely to affect, or could
appear to affect the directors' judgement. The Board considers that
all directors have sufficient experience to be able to exercise
proper judgement within the meaning of the Governance Code.
5. The Company does not have a chief executive officer or senior
independent director. The Board does not consider this to be
necessary for the size of the company.
6. The Company does not conduct a formal review as to whether
there is a need for an internal audit function. The directors do
not consider that an internal audit would be an appropriate control
for a venture capital trust.
7. The Audit Committee is now chaired by Simon Bragg.
8. The non-executive directors do not have service contracts,
whereas the recommendation is for fixed term renewable
contracts.
9. Other than Michael Barnard, the Company has no major
shareholders so shareholders are not given the opportunity to meet
any new non-executive directors at a specific meeting other than
the AGM.
Statement of directors' responsibilities
United Kingdom company law requires the directors to prepare
financial statements for each financial year which give a true and
fair view of the state of affairs of the Company as at the end of
the financial year and of the revenue of the Company for that year.
In preparing those financial statements, the directors are required
to:
-- select suitable accounting policies and apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been followed; and
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The directors are responsible for ensuring that proper
accounting records are kept, which disclose with reasonable
accuracy at any time the financial position of the company,
enabling them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for the Company's
system of internal control, for safeguarding the assets of the
Company and for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Responsibility statement
The directors confirm that to the best of their knowledge:
1. the financial statements, prepared in accordance with United
Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice), give a true and fair view of the assets,
liabilities, financial position and profit or loss of the company;
and
2. the Directors' Report includes a fair review of the
development and performance and position of the company, together
with a description of the principal risks and uncertainties that it
faces.
3. the directors consider that the annual report and financial
statements are fair, balanced and understandable, providing
appropriate information to shareholders to assess the performance,
business model and strategy of the Company and therefore the Board
recommends the approval of the financial statements at the
forthcoming AGM.
By Order of the Board
Michael Barnard
29 June 2022
Independent Auditor's Report to the members of New Century AIM
VCT plc
Opinion
We have audited the Financial Statements of New Century AIM VCT
plc for the year ended 28 February 2022, which comprise the
Statement of Comprehensive Income, the Balance Sheet, the Statement
of Changes in Equity, the Cash Flow Statement and notes to the
Financial Statements, including significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard 102 "The
Financial Reporting standard applicable in the UK and Republic of
Ireland" (United Kingdom Generally Accepted Accounting
Practice).
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's affairs as at 28
February 2022 and of the Company's return for the year then ended;
-- have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
-- have been prepared in accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the Financial
Statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the Financial Statements in the UK, including the
FRC's Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Our approach to the audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the Financial
Statements. In particular, we looked at where the Directors made
subjective judgements, for example in respect of significant
accounting estimates that involved making assumptions and
considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the Financial
Statements as a whole, taking into account an understanding of the
structure of the Company, their activities, the accounting
processes and controls, and the industry in which it operates. Our
planned audit testing was directed accordingly and was focused on
areas where we assessed there to be the highest risk of material
misstatement.
The audit team met and communicated regularly throughout the
audit with the Audit Committee and the Investment Manager in order
to ensure we had a good knowledge of the business of the Company.
During the audit, we reassessed and re-evaluated audit risks and
tailored our approach accordingly.
The audit testing included substantive testing on significant
transactions, balances and disclosures, the extent of which was
based on various factors such as our overall assessment of the
control environment, the design effectiveness of controls and the
management of specific risk.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant findings, including any significant deficiencies in
internal control that we identified during the audit.
Key audit matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the Financial
Statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) we identified, including those which had the greatest effect
on: the overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the
Financial Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified during our
audit. Going concern is a significant key audit matter and is
described below. In arriving at our audit opinion above, the other
key audit matters were as follows:
Key risks How our audit addressed the key audit
matters
Valuation of Investments and Our audit work included, but was not
recognition of realised gains and restricted to: Testing the value of
losses The investment portfolio and the year-end investments by reference
associated realised and unrealised to market price information. Agreeing
gains and losses are the key driver to the purchase and sale of investments
the financial performance of the to contract notes and cash movements
Company. Due to the nature of the on a sample basis. Recalculating the
Company's business there is an realised gains and losses on the sale
inherent risk that if incorrectly of investments for both the individual
valued this will have the greatest transactions on a sample basis and for
impact on both the income statement the total portfolio. Checking the
and balance sheet. The investment movement in unrealised gains for
portfolio at the year-end had a arithmetical accuracy and validating
carrying value of GBP7,323,716, made by reviewing the opening costs to
up of quoted investments. prior year balances and purchases on a
sample basis. The portfolio is
maintained by the investment manager
in accordance with the investment
management agreement. We agreed the
investment portfolio to a signed
confirmation provided by the
investment advisor detailing each
investment, the cost and market price.
The company's accounting policy on
fixed asset investments held at fair
value through profit or loss is shown
in note 4 to the Financial Statements
and related disclosures are included
in note 12. Key observations Our
testing did not identify any material
misstatements in the valuation of the
Company's investment portfolio as at
the year end.
Compliance with the VCT rules Our audit work included, but was not
Compliance with the VCT rules is restricted to: Review of the design
necessary to maintain the VCT status and implementation of controls around
and associated tax benefits. the ongoing internal assessment and
monitoring of VCT compliance. We
obtained an understanding of the
processes adopted and evidenced the
work completed by the Investment
Manager on documenting compliance with
the key VCT rules and management's
review of this on a regular basis.
Testing the twelve conditions for
maintaining approval as a VCT as set
out by HMRC. Each of the conditions
was reviewed in turn in order to
assess whether it had been met as at
the year-end. Key observations We
reviewed the documentation maintained,
that confirmed the Company was in
compliance with the VCT rules during
the period and at the year end,
furthermore our own testing of
compliance with the individual VCT
rules did not identify any breaches.
Our application of materiality
The scope and focus of our audit was influenced by our
assessment and application of materiality. We apply the concept of
materiality both in planning and performing our audit, and in
evaluating the effect of misstatements on our audit and on the
Financial Statements.
We define Financial Statement materiality as the magnitude by
which misstatements, including omissions, could reasonably be
expected to influence the economic decisions taken on the basis of
the Financial Statements by reasonable users.
In order to reduce to an appropriately low level the probability
that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent
of testing needed. Importantly, misstatements below these levels
will not necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating their
effect on the Financial Statements as a whole.
Materiality Measure Company
Overall materiality We determined materiality for the Financial
Statements as a whole to be GBP154,000. The
prior year materiality was GBP122,000.
How we determine it Based on a benchmark of 2% of gross assets.
The prior year's materiality was based on
1.5% of gross assets. We have increased this
in the current year to 2% because we believe
the audit to be low risk due to minimal
adjustments being made in previous years.
UHY methodology allows for a range of 0.5% -
2% of gross assets to be used for public
interest entities.
Rationale for benchmarks applied We believe 2% of gross assets to be the most
appropriate benchmark as it primarily
comprises the Company's investment
portfolio, which is considered to be the key
driver of the Company's total return
performance and forms part of the net asset
value calculation being the performance
measure investors use to assess the
Company's performance.
Performance materiality On the basis of our risk assessment,
together with our assessment of the
Company's control environment, our judgement
is that performance materiality for the
Financial Statements should be 75% of
materiality and was set at GBP115,500.
Specific materiality We also determine a lower level of specific
materiality for certain areas such as
directors' remuneration. Area materiality
for the disclosure of the cash element of
directors' remuneration has been set at
GBP2,000 and performance materiality of
GBP1,000.
Reporting threshold We agreed with the Audit Committee that we
would report to them all misstatements over
GBP7,700 (5% of overall materiality)
identified during the audit, as well as
differences below that threshold that, in
our view, warrant reporting on qualitative
grounds. We also report to the Audit
Committee on disclosure matters that we
identified when assessing the overall
presentation of the Financial Statements.
Conclusions relating to going concern
In auditing the Financial Statements, we have concluded that the
Directors' use of the going concern basis of accounting in the
preparation of the financial statement is appropriate. Our
evaluation of the Director's assessment of the entity's ability to
continue to adopt the going concern basis of accounting
included:
Evaluation of management assessment Key observations
The Company's cash flow forecasts to At 28 February 2022, the Company held
February 2025 ('the going concern cash of GBP356k held by the investment
period') have been approved by the manager. Based on the audit procedures
Board. These are prepared based on performed we concluded that the
certain key assumptions, against which Company has appropriately adopted the
plausible sensitivities have been going concern basis of preparation.
applied. The forecast shows that the Further we did not identify any
Company has at all times available material disclosures that should be
cash and liquidity to meets its included regarding any material
liabilities as they fall due. We uncertainty in respect of the going
evaluated the Director's going concern concern basis of preparation.
assessment and performed the following
procedures: We assessed the
appropriateness of the cash flow
forecasts in the context of the
Company's 2022 financial performance
and evaluated the Director's
sensitivities performed against this
forecast. We evaluated the key
assumptions in the forecast, which
were consistent with our knowledge of
the business and considered whether
these were supported by the evidence
we obtained. We compared the prior
year forecast against current year
actual performance to assess
management's ability to forecast
accurately. We reviewed the post year
end portfolio and bank statement. We
examined and confirmed the Directors'
assessment of the liquidity of the AIM
and AQSE listed shares. We also
reviewed the disclosures relating to
going concern basis of preparation and
found that these provided an
explanation of the Directors'
assessment that was consistent with
the evidence we obtained.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for a period of at
least twelve months from when the Financial Statements are
authorised for issue.
In relation to the Company reporting on how they have applied
the relevant principles of the UK Corporate Governance Code issued
in July 2018 by the Financial Reporting Council, being the
principles of good governance and the code of best practice as set
out in the Main Principles of the Code annexed to the Listing Rules
of the Financial Conduct Authority, we have nothing material to add
or draw attention to in relation to the Directors' statement in the
Financial Statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Other information
The other information comprises the information included in the
Annual Report other than the Financial Statements and our auditors'
report thereon. The Directors are responsible for the other
information contained within the Annual Report. Our opinion on the
Financial Statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the Financial Statements or our knowledge
obtained in the course of the audit, or otherwise appears to be
materially misstated. If we identify such material inconsistencies
or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the Financial
Statements themselves.
If, based on the work we have performed, we conclude that there
is a material misstatement of this other information; we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, the part of the Directors' Remuneration Report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the Strategic Report and the Directors' Report
for the financial year for which the Company Financial Statements are
prepared is consistent with the Financial Statements; and
-- the Strategic Report and the Directors' Report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have
not identified material misstatements in the Strategic Report or
the Directors' Report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the Company, or returns
adequate for our audit have not been received from branches not visited
by us; or
-- the Financial Statements and the part of the Directors' Remuneration
Report to be audited are not in agreement with the accounting records and
returns; or
-- certain disclosures of Directors' remuneration specified by law are not
made; or
-- we have not received all the information and explanations we require for
our audit.
Corporate Governance Statement
The Listing Rules require us to review the Directors' statement
in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the Company's
compliance with the provisions of the UK Corporate Governance
Statement specified for our review.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the Financial
Statements or our knowledge obtained during the audit:
-- Directors' statement with regards the appropriateness of adopting the
going concern basis of accounting and any material uncertainties
identified, set out on page 19;
-- Directors' explanation as to its assessment of the Company's prospects,
the period this assessment covers and why the period is appropriate, set
out on page 7;
-- Directors' statement on fair, balanced and understandable, set out on
page 22;
-- Board's confirmation that it has carried out a robust assessment of the
emerging and principal risks, set out on page 7;
-- The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems, set out on
page 20; and
-- The section describing the work of the Audit Committee, set out on pages
19 and 20.
Responsibilities of Directors
As explained more fully in the Statement of Directors'
Responsibilities set out on page 22, the Directors are responsible
for the preparation of the Financial Statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable
the preparation of Financial Statements that are free from material
misstatement, whether due to fraud or error.
In preparing the Financial Statements, the Directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether
the Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these Financial Statements.
The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below:
Based on our understanding of the Company and the industry in
which it operates, we identified that the principal risks of
non-compliance with laws and regulations related to HMRC VCT rules,
employment and health and safety regulation, anti-bribery,
corruption and fraud, and we considered the extent to which
non-compliance might have a material effect on the Financial
Statements. We also considered those laws and regulations that have
a direct impact on the preparation of the Financial Statements such
as FRS102, Companies Act 2006 and the UK Corporate Governance Code.
We evaluated management's incentives and opportunities for
fraudulent manipulation of the Financial Statements (including the
risk of override of controls), and determined that the principal
risks were related to inflated investment valuations and
profit.
We understood how the Company is complying with those legal and
regulatory frameworks by making inquiries to the investment manager
and the Audit Committee. We corroborated our inquiries through our
review of Board minutes and papers provided to the Audit
Committee.
We assessed the susceptibility of the Company financial
statements to material misstatement, including how fraud might
occur. Audit procedures performed by the engagement team
included:
-- identifying and assessing the design effectiveness of controls management
has in place to prevent and detect fraud;
-- understanding how those charged with governance considered and addressed
the potential for override of controls or other inappropriate influence
over the financial reporting process;
-- assessing the extent of compliance with the relevant laws and regulations
as part of our procedures on the related financial statement item.
We reviewed the Financial Statement disclosures to underlying
supporting documentation, made enquiries of management in so far as
they related to the Financial Statements, and tested of the
valuation of investments and evaluating whether there was evidence
of bias by the Directors that represented a risk of material
misstatement due to fraud.
There are inherent limitations in the audit procedures described
above and the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the
Financial Statements, the less likely we would become aware of it.
Also, the risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through
collusion.
A further description of our responsibilities for the audit of
the Financial Statements is located on the Financial Reporting
Council's website at www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Other matters which we are required to address
Following the recommendation of the Audit Committee, we were
appointed by New Century AIM VCT plc to audit the Financial
Statements for the year ending 28 February 2009 and subsequent
financial periods. The period of total uninterrupted engagement is
14 years, covering the years ending 28 February 2009 to 28 February
2022.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the Company and we remain independent Company
in conducting our audit.
Our audit opinion is consistent with the additional report to
the Audit Committee.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditors' report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Daniel Hutson (Senior Statutory Auditor)
For and on behalf of
UHY Hacker Young
Chartered Accountants
Statutory Auditors
Quadrant House
4 Thomas More Square
London, E1W 1YW
29 June 2022
Statement of Comprehensive Income (incorporating the revenue
accounts)
for the year to 28 February 2022
Year ended Year ended
28 February 2022 28 February 2021
Revenue Capital Total Revenue Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains on
investments
- realised - 448 448 - 295 295
- unrealised - (236) (236) - 2,817 2,817
Income 5 69 - 69 36 - 36
Investment
management
fee 6 (22) (66) (88) (16) (49) (65)
Other
expenses 7 (73) - (73) (56) - (56)
________ ________ ________ ________ ________ ________
Return on
ordinary
activities
before
taxation (26) 146 120 (36) 3,063 3,027
Tax credit/
(charge) on
ordinary
activities 9 - - - - - -
________ ________ ________ ________ ________ ________
Return on
ordinary
activities
after
taxation (26) 146 120 (36) 3,063 3,027
Return per
ordinary
share
(pence) 11 (0.33) 1.86 1.53 (0.47) 38.96 38.49
The notes on pages 35 to 46 form an integral part of these
financial statements.
All revenue and capital items in the above statement are from
continuing operations in the current year. No operations were
acquired or discontinued in the current year. Other than as shown
above, the Company had no recognised gains or losses. Accordingly,
the above represents the total comprehensive income for the
year.
Balance Sheet
at 28 February 2022
Year ended 28
Year ended 28 February 2021
February 2022 (as restated)
Note GBP'000 GBP'000
Fixed assets
Investments 12 7,324 8,004
Current assets
Debtors 15 411 123
Current
liabilities
Creditors: amounts
falling due
within one year 16 (32) (33)
7,703 8,094
Capital and
reserves
Called up share
capital 17 786 786
Share premium 20 682 682
Special
distributable
reserve 20 3,638 4,149
Capital reserve --
realised 20 1,810 1,143
Capital reserve --
unrealised 20 248 769
Capital Redemption
Reserve 20 400 400
Revenue reserve 20 139 165
Total equity
shareholders'
funds 7,703 8,094
Net asset value 18 98p 103p
per ordinary
share
The financial statements on pages 31 to 46 were approved and
authorised for issue by the Board of directors on 29 June 2022 and
were signed on its behalf by:
Michael Barnard
Chairman
The notes on pages 35 to 46 form an integral part of these
financial statements.
Company's registered number: 05352611
Statement of Changes in Equity
at 28 February 2022
Share Capital Special
Share premium redemption distributable Capital Capital Revenue
capital account reserve reserve realised unrealised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As restated
at 1 March
2021 786 682 400 4,149 1,143 769 165 8,094
Realised
gains - - - - 448 - - 448
Transfer of
unrealised
gain to
realised on
disposal - - - - 285 (285) - -
Net revenue
pre-tax - - - - - - (26) (26)
Capital
element of
investment
management
fee - - - - (66) - - (66)
Dividends
paid - - - (511) - - - (511)
Unrealised
decreases
in value
period - - - - - (236) - (236)
At 28
February
2022 786 682 400 3,638 1,810 248 139 7,703
Share Capital Special
Share premium redemption distributable Capital Capital Revenue
capital account reserve reserve realised unrealised reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1
March
2020 786 682 400 - 922 2,077 319 5,186
Realised
gains - - - - 295 - - 295
Transfer of
unrealised
loss to
realised
on
disposal - - - - (24) 24 - -
Net revenue
pre-tax - - - - - - (36) (36)
Capital
element of
investment
management
fee - - - - (49) - - (49)
Dividends
paid - - - - - - (118) (118)
Unrealised
increases
in value
in period - - - - - 2,817 - 2,817
At 28
February
2021 786 682 400 - 1,143 4,918 165 8,094
Prior year
adjustment
inter
reserve
transfer - - - 4,149 - (4,149) - -
As restated
at 28
February
2021 786 682 400 4,149 1,143 769 165 8,094
Note: Some columns on this page may not cast because of rounding
differences.
Cash Flow Statement
for the year to 28 February 2022
Year ended Year ended
28 February 2022 28 February 2021
Note GBP'000 GBP'000
Cash flow from operating
activities
Cash used in operations 21 (217) (112)
Net cash used in operating
activities (217) (112)
Cash flows from investing
activities
Investment income 69 36
Net cash from investing
activities 69 36
Cash flows from financing
activities
Sale of investments 1,278 836
Purchase of investments (386) (683)
Dividends paid (511) (118)
Net cash generated from
financing activities 381 35
Net increase/(decrease) in
cash and cash equivalents 233 (41)
Cash and cash equivalents at
the beginning of the year 123 164
Cash and cash equivalents at
the end of year 21 356 123
The notes on pages 35 to 46 form an integral part of these
financial statements.
All cash is held on behalf of the VCT by Oberon Investments
Limited as our Investment Manager, see note 21.
Notes to the Financial Statements
for the year to 28 February 2022
1. Company information
New Century AIM VCT PLC is a UK incorporated company whose
registered office is:
4th Floor
50 Mark Lane
London EC3R 7QR
New Century AIM VCT PLC is a Venture Capital Trust established
under the legislation introduced in the Finance Act 1995. The
Company's principal objective is to achieve long term capital
growth through investment in a diversified portfolio of qualifying
companies primarily quoted on AIM.
2. Basis of preparation
The Financial Statements have been prepared under the historical
cost convention, except for the measurement at fair value of
certain financial instruments, and in accordance with UK Generally
Accepted Accounting Practice ("GAAP"), including FRS 102 and with
the Companies Act 2006 and the Statement of Recommended Practice
(SORP) 'Financial Statements of Investment Trust Companies and
Venture Capital Trusts (revised 2019)'.
The principal accounting policies have remained materially
unchanged from those set out in the Company's 2021 Annual Report
and Financial Statements. A summary of the principal accounting
policies is set out below.
The Company is a public company and is limited by shares. The
Company held all fixed asset investments at fair value through
profit or loss. Accordingly, all interest income, fee income,
expenses and gains and losses on investments are attributable to
assets held at fair value through profit or loss.
Going Concern basis -- on the basis that the assets of the
Company consist mainly of marketable securities, the directors are
of the opinion that at the time of approving the accounts, the
Company has adequate resources to continue in operational existence
for the foreseeable future. This is because the directors have a
reasonable expectation that the Company has sufficient cash and
liquid investments to continue to operate and that the Company will
be able to manage its business risks successfully and meet its
liabilities as they fall due. Thus, the directors believe it is
appropriate to continue to adopt the going concern basis, as also
disclosed in the Corporate Governance report on page 19, in
preparing the financial statements.
The financial statements are presented in Sterling.
3. Significant estimates and judgements
As the Company's investment holdings, which comprise about 95%
of its total assets, are stated at market bid value based on the
closing prices of the London Stock Exchange, the directors do not
believe that there is any inherent uncertainty in their
presentation of these amounts, and that in their judgement, market
value and fair value may be regarded as identical for the purpose
of these Financial Statements.
4. Accounting policies
Investments
The Company's principal financial assets are its investments and
the policies in relation to those assets are set out below.
Purchases and sales of investments are recognised in the
Financial Statements at the date of the transaction (trade
date).
These investments will be managed and their performance
evaluated on a fair value basis and information about them is
provided internally on that basis to the Board. Accordingly, as
permitted by FRS 102, the investments are measured as being fair
value through profit or loss on the basis that they qualify as a
group of assets managed, and whose performance is evaluated, on a
fair value basis in accordance with a documented investment
strategy. The Company's investments are measured at subsequent
reporting dates at fair value.
In the case of investments quoted on a recognised stock
exchange, fair value is established by reference to the closing bid
price on the relevant date or the last traded price, depending upon
convention of the exchange on which the investment is quoted. In
the case of AIM quoted investments this is the closing bid price.
In the case of unquoted investments, fair value is established by
using measures of value such as the price of recent transactions,
earnings or revenue multiples, discounted cash flows and net
assets. These are consistent with the IPEV guidelines.
Realised surpluses or deficits on the disposal of investments
and permanent impairments in the value of investments are taken to
realised capital reserves. Unrealised surpluses and deficits on the
revaluation of investments are taken to unrealised capital
reserves. Costs incurred relating to acquisitions and disposals are
charged to capital reserves as a deduction from proceeds or an
addition to costs.
In the preparation of the valuations of assets the directors are
required to make judgements and estimates that are reasonable and
incorporate their knowledge of the performance of the investee
companies. In the event that the shares held by the Company are
subject to certain restrictions, or the holding is significant in
relation to the traded issued share capital of the investee company
then the directors may apply a discount to the relevant market
price.
Fair value hierarchy
Paragraph 34.22 of FRS 102 regarding financial instruments that
are measured in the balance sheet at fair value requires disclosure
of fair value measurements dependent on whether the stock is quoted
and the level of the accuracy in the ability to determine its fair
value. The fair value measurement hierarchy is as follows:
For quoted investments:
Level 1: quoted prices in active markets for an identical asset.
The fair value of financial instruments traded in active markets is
based on quoted market prices at the balance sheet date. A market
is regarded as active if quoted prices are readily and regularly
available, and those prices represent actual and regularly
occurring market transactions on an arm's length basis. The quoted
market price used for financial assets held is the bid price at the
Balance Sheet date.
Level 2: where quoted prices are not available (or where a stock
is normally quoted on a recognised stock exchange that no quoted
price is available), the price of a recent transaction for an
identical asset, providing there has been no significant change in
economic circumstances or a significant lapse in time since the
transaction took place. The Company held no such investments in the
current or prior year.
For investments not quoted in an active market:
Level 3: the fair value of financial instruments that are not
traded in an active market is determined by using valuation
techniques. Although the Company held some unquoted investments
during the year, their values have been written down and they have
no value in the portfolio as at 28 February 2022.
There have been no transfers between these classifications in
the year (2021: none). The change in fair value for the current and
previous year is recognised through the profit and loss
account.
Current asset investments
No current asset investments were held at 28 February 2022 or 28
February 2021. Should current assets be held, gains and losses
arising from changes in fair value of investments are recognised as
part of the capital return within the Income Statement and
allocated to the capital reserve - gains/(losses) on disposal.
It is not the Company's policy to exercise controlling or
significant influence over investee companies, although it may hold
a significant interest in some companies. Accordingly, the results
of these companies are not incorporated into the revenue account
except to the extent of any income earned or received.
Income
Dividend income receivable from quoted securities is recognised
on the ex-dividend date. Income from unquoted equity and non-equity
securities is recognised on an accruals basis except that a full
provision is made until the receipt of the income is certain.
Interest from cash and deposits and fixed returns on debt
securities are recognised on an accruals basis.
Expenses
All expenses are accounted for on an accruals basis. One quarter
of the investment management fee is charged to the revenue account
and the remaining three quarters is charged to capital reserves,
net of corporation tax relief, and inclusive of any irrecoverable
value added tax. The allocation of the management fee reflects the
directors' estimate of the source of the long-term returns in the
portfolio from revenue and capital.
Taxation
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from net profit as reported in the
statement of comprehensive income because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The
Company's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the reporting
end date.
5. Income
Year ended Year ended
28 February 28 February
2022 2021
GBP'000 GBP'000
Interest receivable
- bank deposits and liquid funds - -
Dividends from UK companies 69 36
Investment income 69 36
All of the Company's income has been generated in the United
Kingdom from dividend income from its investment portfolio.
6. Investment management fees
Year ended Year ended
28 February 28 February
2022 2021
Revenue Capital Revenue Capital
GBP'000 GBP'000 GBP'000 GBP'000
Investment management fees 22 66 16 49
Oberon Investments Limited provides investment management
services to the Company in respect of the Company's portfolio of
venture capital investments under an investment management
agreement dated 10 March 2005, supported by a deed of amendment
dated 4 September 2017.
Under the terms of the investment management agreement, Oberon
Investments Limited is entitled to a fee (exclusive of VAT) equal
to 1% per annum of the net assets of the company. The fee is
calculated quarterly in arrears based on the net assets at 28
February, 31 May, 31 August and 30 November. No performance fee is
payable. Included in creditors at the year-end is GBP19,557 (2021:
GBP20,629) for the Q4 investment management fee.
The investment management agreement is for a minimum period of
three years from 1 September 2017, subject to a trade-off clause
that if Simon Like, the present investment manager, ceases to
manage the Company's investments, the Company may terminate the
agreement with Oberon Investments Limited in a mirror time frame of
12 months' notice period.
7. Other expenses
Year ended Year ended
28 February 28 February
2022 2021
GBP'000 GBP'000
Administrative and secretarial services 41 28
Auditors' remuneration
- for audit services 15 12
Regulatory fees 17 16
73 56
8. Directors' remuneration
The former chairman, Mr Gamble, received GBP5,000 (2021:
GBP5,000) remuneration in the year. No other remuneration has been
paid or is payable for the year to 28 February 2022 or in respect
of the prior year.
9. Tax charge/(credit) on ordinary activities
Year ended Year ended
28 February 28 February
2022 2021
Revenue Capital Revenue Capital
GBP'000 GBP'000 GBP'000 GBP'000
United Kingdom tax based on the
taxable return for the year - - - -
Factors affecting tax charge/(credit)
for the year
Return on ordinary activities before
taxation (26) 146 (36) 3,063
Tax on above at the company rate of
19% (2021: 19%) (5) 28 (7) 582
UK dividends not subject to
corporation tax (13) - (7) -
Realised (Gains)/Losses not taxable - (85) - (56)
Unrealised (Gains)/Losses not taxable - 45 - (535)
Non allowable expenses - - - -
Unutilised/(utilised) losses 18 12 14 9
Current tax charge/(credit) for the - - - -
year
The Company has unrelieved losses amounting to approximately
GBP2,255,000 (2021: GBP2,094,000) which are available to carry
forward for tax purposes which it can set off against future
profits. No deferred tax asset has been recognised in respect of
these losses in view of the Company's history of losses, and a lack
of taxable income, recoverability is not sufficiently certain.
10. Dividends paid
Year ended
Year ended 28 February
28 February 2022 2021
GBP'000 GBP'000
Interim dividend paid in respect of
FY'21 - 118
Final dividend paid in respect of FY'21 511 -
511 118
A final dividend of 2.0p per share is going to be proposed for
the year ending 28 February 2022, which will be subject to
shareholder approval at the Company's AGM.
A final dividend of 6.5p per share was declared for the year
ended 28 February 2021 and this was paid in the year ended 28
February 2022, amounting to GBP511k.
An interim dividend of 1.5p per share was declared and paid for
the year ended 28 February 2021, amounting to GBP118k.
No dividend was declared for the year ended 29 February 2020
and, consequently, no dividend for that year was paid in the year
ended 28 February 2021.
11. Return per ordinary share
The negative revenue return, per ordinary share, is based on the
net revenue loss on ordinary activities after taxation of GBP(26)k
(2021: loss GBP36k) and on 7,860,937 (2021: 7,860,937) ordinary
shares, being the weighted average number of ordinary shares in
issue during the year.
The positive capital return per ordinary share is based on a net
realised and unrealised capital profit of GBP146k (2021: profit of
GBP3,063k) and on 7,860,937 (2021: 7,860,937) ordinary shares,
being the weighted average number of ordinary shares in issue
during the year.
12. Fixed asset investments at valuation
Year ended Year ended 28
28 February 2022 February 2021
GBP'000 GBP'000
UK Listed 172 125
AIM 7,076 7,879
AQSE 76 -
Unlisted - -
7,324 8,004
Movements in investments, including realised and unrealised
gains and losses, during the year are summarised as follows:
Year ended 28 February 2022
Unlisted UK listed AIM AQSE Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Valuation at 1 March 2021 - 125 7,879 - 8,004
Purchases at cost - - 300 86 386
Transfers - - - - -
Sales proceeds - (2) (1,276) - (1,278)
Realised gains in period - - 448 - 448
Unrealised (losses)/gains
in period - 49 (275) (10) (236)
Valuation at 28 February
2022 - 172 7,076 76 7,324
Cost at 1 March 2021 324 289 6,623 - 7,236
Purchases - - 300 86 386
Transfers - 35 (35) - -
Sales proceeds - (2) (1,276) - (1,278)
Realised (losses)/gains
since acq. - (9) 741 - 732
Cost at 28 February 2022 324 313 6,353 86 7,076
Year ended 28 February 2021
Unlisted UK listed AIM Total
GBP'000 GBP'000 GBP'000 GBP'000
Valuation at 1 March 2020 - 153 4,892 5,045
Purchases at cost - - 683 683
Transfers - - - -
Sales proceeds - - (836) (836)
Realised gains - - 295 295
Unrealised (losses)/gains - (28) 2,845 2,817
Valuation at 28 February 2021 - 125 7,879 8,004
Cost at 1 March 2020 324 289 6,506 7,119
Purchases - - 683 683
Transfers - - - -
Sales proceeds - - (836) (836)
Realised gains since acq. - - 270 270
Cost at 28 February 2021 324 289 6,623 7,236
The overall gain on investments, as shown in the Income
Statement, is analysed as follows:
Year ended Year ended
28 February 28 February
2022 2021
GBP'000 GBP'000
Net realised gain on disposal 448 295
Increase in unrealised gain/(loss) (236) 2,817
212 3,112
13. Venture capital investments
A full list of investments held is disclosed in the Investment
Portfolio section, on pages 8 to 10.
14. Significant interests
The Company did not hold more than 10% of the allotted equity
share capital of any class of any investee company.
15. Debtors
Year ended Year ended
28 February 28 February
2022 2021
GBP'000 GBP'000
Oberon Investments Limited -- uninvested
funds 356 123
Unsettled investment disposal at year end 55 -
411 123
16. Creditors: amounts falling due within one year
Year ended Year ended
28 February 28 February
2022 2021
GBP'000 GBP'000
Trade creditors and accruals 32 33
32 33
17. Share capital
Year ended Year ended
28 February 2022 28 February 2021
GBP'000 GBP'000
Authorised
15,000,000 ordinary shares of 10p
each 1,500 1,500
Allotted, called up and fully
paid
7,860,937 (2021: 7,860,937)
ordinary shares of 10p 786 786
18. Net asset value per share
Net asset value per share is based on net assets at 28 February
2022 of GBP7,702,938 (28 February 2021 of GBP8,093,713) and on
7,860,937 ordinary shares (2021: 7,860,937 ordinary shares) in
issue at those dates.
19. Performance incentive arrangements
The Investment Manager is not entitled to any performance
incentive arrangements.
20. Reserves
Called up share capital represents the nominal value of shares
that have been issued.
Share premium account includes any premiums received on issue of
share capital. Any transaction costs associated with the issuing of
shares are deducted from share premium.
Capital redemption reserve relates to capital repurchased.
Capital reserve -- realised. This represents surpluses or
deficits on the disposal of investments and permanent impairment in
the value of investments.
Capital reserve -- unrealised. This represents surpluses and
deficits on the revaluation of investments which are still held in
the portfolio at the end of the year.
Special distributable reserve. This reserve has been created as
a prior year adjustment to correctly account for the cancelled
share premium, which was not previously transferred to the Revenue
reserve in the year ended 28 February 2013, but was instead
credited to the 'Capital reserve -- unrealised' account. The
Special distributable reserve is available for distribution and may
be used to cover dividend payments or share buy backs.
Revenue reserve includes all current and prior period retained
profits and losses.
21. Notes to the cash flow statement
Year ended Year ended
28 February 28 February
2022 2021
GBP'000 GBP'000
Operating activity
Operating return 120 3,027
Less gain on sale of investments (448) (295)
Less investment income (note 5) (69) (36)
(Less)/plus unrealised (gains)/losses on
investments 236 (2,817)
Increase/(decrease) in creditors (note 16) (1) 10
(Increase) in trade debtor (note 15) (55) -
Cash used in operations (217) (112)
Cash and cash equivalents
Cash and cash equivalents comprise GBP356,250 (2021: GBP123,089)
of uninvested funds, held in a bank account with the investment
manager. This is classified as a debtor (as per note 15) and is due
within one year.
22. Risk management and financial instruments
A statement of the Company's principal objectives is given
within the Strategic Report on page 6. In order to achieve these
objectives the Company invests its funds primarily in qualifying
holdings in unlisted companies and companies traded on AIM, which
by their nature may entail a higher degree of risk than investments
in large listed companies. The Company has not entered into any
derivative transactions, and does not expect to do so in the
foreseeable future. As a Venture Capital Trust, the Company invests
in securities for the long term, and it is the Company's policy
that no trading in investments or other financial instruments shall
be undertaken.
Market price risk
The main risks arising from the Company's investing activities
are market price risk, representing the uncertain realisable values
of the Company's investments. The directors aim to limit the risk
attaching to the portfolio as a whole by careful selection of
investments and by maintaining a wide spread of investments in
terms of financing stage, industry sector and geographical
location.
The assets of the Company are held for the most part as listed
investments which carry market risk in the form of a single risk
variable - market price movement. The directors do not consider
that a risk analysis of that single risk variable will produce any
useful information beyond the obvious that downward movement in
share prices will result in a downward movement in the share values
and vice versa. For this reason, the directors do not consider it
appropriate to prepare a sensitivity analysis to market price
movement.
Interest rate risk
The Company finances its activities through retained profits
including realisable capital profits, and through the issue of
equity shares. It has not entered into any borrowings. Details of
interest bearing assets are given below under financial assets.
Liquidity risk
There is liquidity risk associated with unquoted investments,
which are not readily realisable and are included in the financial
statements with no value.
Credit risk
Credit risk is the risk of a borrower defaulting on either an
interest payment or the capital sum of a loan. The exposure is
limited to uninvested funds held with the investment manager and
the fixed interest loan notes.
Currency risk
The Company's assets and liabilities are denominated in
Sterling. As such, there is little currency risk. Any transactions
in currencies other than Sterling are recorded at the rates of
exchange prevailing at the date of the transaction. At each
reporting date, the monetary assets and liabilities denominated in
foreign currencies are re-translated at the rates prevailing on the
reporting date.
Capital
The Company's capital is provided in its entirety by its
shareholders in the form of ordinary shares.
The Company's purpose and objective is the investment of its
capital funds in listed investments, primarily those quoted on AIM
with a view to securing capital appreciation over the long
term.
There were no externally imposed capital requirements with which
the Company had to comply during the year to 28 February 2022.
Financial assets
The interest rate profile of the Company's financial assets is
set out below:
Year ended Year ended
28 February 28 February
2022 2021
GBP'000 GBP'000
Floating rate (see note 15) 356 123
Fixed rate - -
Non-interest bearing (see note 12 and 15) 7,379 8,004
7,735 8,127
Fixed rate assets Year ended Year ended
28 February 28 February
2022 2021
Weighted average interest rate - -
Weighted average years to maturity - -
Floating rate financial assets comprise cash held on deposit and
investments in liquidity funds. The benchmark rate for these
investments is the UK bank base rate.
Non-interest bearing financial assets comprises equity share and
non-equity share investments in investee companies, cash held on
non-interest bearing deposit and debtors.
Fair values
The investments of the Company are valued by the directors at
their bid prices (in accordance with the guidelines issued by the
British Venture Capital Association), and these carrying values are
considered to approximate the fair value of the investments. The
fair values have also been determined in line with the fair value
hierarchy as set out in FRS 102 11.27.
23. Financial assets and liabilities
Year ended Year ended
28 February 2022 28 February 2021
GBP'000 GBP'000
Financial assets measured at fair
value 7,379 8,004
Financial assets measured at amortised
cost 356 123
Financial liabilities measured at
amortised cost (32) (33)
24. Related party transactions
As disclosed in Note 6, New Century AIM VCT plc is managed by
Oberon Investments Limited and is paid a management fee, which is
also disclosed in Note 6.
During the year directors' remuneration totaled GBP5,000 (2021:
GBP5,000).
25. Capital commitments
There were no investments which were approved at the year-end
but which had not completed.
26. Control
New Century AIM VCT plc is not under the control of any one
party or individual.
27. Post balance sheet events
The Company's directors propose to declare a final dividend of
2.0p per share for the year ending 28 February 2022, amounting to
GBP157,219, which will be payable, subject to shareholder approval,
later this year. The Company's directors also intend to pay an
interim dividend of 9.0p per share (amounting to GBP707,484) for
the year ended 28 February 2023.
Shareholder Information
for the year to 28 February 2022
The Company
New Century AIM VCT PLC was incorporated on 4 February 2005 in
England & Wales. In March 2005, the Company obtained a listing
on the London Stock Exchange. A total of GBP8.465 million was
raised (before expenses) through an offer for subscription of new
ordinary shares at 100p. The Company has been approved as a Venture
Capital Trust by HMRC.
The Investment Manager
New Century AIM VCT PLC is managed by Oberon Investments
Limited, an independent fund management company based in Laindon,
Essex. Oberon Investments Limited currently manages or advises
investment trust, unit trust and venture capital funds totalling
approximately GBP25 million including New Century AIM VCT PLC.
Venture Capital Trusts
Venture Capital Trusts (VCTs) were introduced in the Finance Act
1995 and are intended to provide a means whereby individual
investors can invest in small unquoted trading companies in the UK,
with incentives in the form of a number of tax benefits. Between
the 6th April 2005 and the 5th April 2006, investors subscribing
for new shares in a VCT were entitled to claim income tax relief of
40% on their investment, irrespective of their marginal tax rate
(up to a maximum investment of GBP200,000 per tax year). From 6th
April 2006, the tax relief for investors subscribing for new
shares, reduced to 30%.The tax relief cannot exceed the amount
which reduces an investor's income tax liability to nil. In
addition all dividends paid by VCTs are tax free and disposals of
VCT shares are not subject to capital gains tax.
New Century AIM VCT has been approved as a VCT by HMRC. In order
to maintain its approval the Company must comply with certain
requirements on a continuing basis; in particular, at least 80% by
value of the Company's investments must comprise "qualifying
holdings". A "qualifying holding" consists of up to GBP1 million
invested in any one year in new shares or securities in an unquoted
company which is carrying on a qualifying trade and whose gross
assets do not exceed GBP15 million at the time of investment. For
the purposes of these criteria, unquoted companies include
companies whose shares are traded on the Alternative Investment
Market ("AIM").
As with investment trusts, capital gains accruing to VCTs are
not chargeable gains for UK Corporation Tax purposes.
Financial calendar
Annual General Meeting 2022 August 2022
Interim report for six months to 31 August 2022 October 2022
Preliminary announcement of results for the year to 28 June 2023
February 2023
Annual General Meeting 2023 August 2023
Share price
The mid-market price of shares in New Century AIM VCT PLC is
available daily on the London Stock Exchange website
(www.londonstockexchange.com).
View source version on businesswire.com:
https://www.businesswire.com/news/home/20220629005816/en/
CONTACT:
NEW CENTURY AIM VCT PLC
SOURCE: New Century AIM VCT Plc
Copyright Business Wire 2022
(END) Dow Jones Newswires
June 30, 2022 02:00 ET (06:00 GMT)
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