2nd May 2018
Oxford Technology VCT plc ("the Company" or "OT1")
Annual Report and Accounts for the year ended 28 February 2018
The Directors are pleased to announce the audited results of the Company for the year ended 28 February 2018. A copy of the Annual Report and Accounts (together the "Accounts") will be made available to Shareholders shortly. Set out below are extracts from the audited Accounts. References to page numbers below are to those Accounts.
The AGM will be held at The Magdalen Centre, Oxford Science Park, Oxford OX4 4GA on Thursday 12 July 2018, at 11am.
A copy of the Accounts will be available from the registered office of the Company at The Magdalen Centre, Oxford Science Park, Oxford OX4 4GA, as well as on the Company's website: www.oxfordtechnology.com/vct1
Financial Headlines
| Year Ended 28 February 2018 | Year Ended 28 February 2017 | |
| Net Assets at Year End | £2.84m | £2.89m |
| Net Asset Value per Share | 52.4p | 53.2p |
| Cumulative Dividend per Share | 55.0p | 54.0p |
| NAV + Cumulative Dividend per Share Paid from Incorporation | 107.4p | 107.2p |
| Final Dividend per Share | - | 1.0p |
| Share Price at Year End | 40.0p | 35.0p |
| Earnings Per Share (Basic & Diluted) | 0.2p | (6.7)p |
Chairman's Statement
I am pleased to present my Annual Report for the year to 28 February 2018 to fellow shareholders.
Overview
Despite making a profit in the year to 28 February 2018, the outcome for this period was essentially flat. With your VCT now in the third decade of its existence, I would have hoped to report on more progress, a sentiment that I am sure is shared by many shareholders who have patiently supported the Company for over twenty years.
Overall, however, the companies representing the majority of our portfolio holdings have continued to lay the groundwork for medium-term value creation, though this has not resulted in a material change in valuation over the course of the 12 month financial period. The Company has adequate liquidity, but in the absence of an excess level of cash, the Board of OT1 is not recommending the payment of a dividend for the year ending 28 February 2018 (2017: 1.0p per share).
Portfolio Review
The net asset value (NAV) per share on 28 February 2018 was 52.4p compared to 53.2p on 28 February 2017. This 0.8p drop in NAV consists of a 0.2p profit per share offset by a dividend of 1.0p per share that was paid on 21 July 2017. Dividends paid to date are now 55.0p per share, giving a total return to date of 107.4p per share based on the NAV on 28 February 2018.
Select Technology, a photocopier (or more generally Multi Function Device, or MFD) software company, is the largest holding in your Company's portfolio. Despite seeing core sales grow, it has experienced reduced profitability and cash generation this year after simplifying its business model. As reported last year, this should reduce the dependency on one particular supplier, increase business resilience and, ultimately, enable more rapid growth by enabling Select Technology to take on a more balanced portfolio of software products for worldwide distribution. It is too early to be able to report fully on the outcome of this change in the business model, but early indications are not negative.
As reported in the half year statement on 23 October 2017, having taken these developments into account, we have reverted to a valuation methodology based on a sales multiple to more appropriately reflect the prospects of the business. Our 30% stake in this business has increased slightly in value over the course of the reporting period and as at 28 February 2018 made up just over half of your Company's overall NAV.
Scancell Holdings Plc (Scancell), listed on the AIM market of the London Stock Exchange, is your Company's second largest holding. Scancell has had some very positive news flow during the course of the reporting period, including reporting various partnerships with the likes of Cancer Research UK and BioNTech. Cliff Holloway joined as the new CEO in January 2018; he has worked successfully with chairman John Chiplin in the past. We are particularly pleased to see non-dilutive forms of funding being brought to bear as Scancell takes its various exciting products forward. A £5 million placing was completed in May 2017, though OT1 could not participate in this placing due to restrictions imposed by VCT rules. Post the year end, there was a further investment round in April 2018. OT1 was subject to the same VCT constraints and therefore was again unable to participate in the round. Scancell will use the proceeds of the placing and open offer to support clinical trials for SCIB1, SCIB2 and Modi-1 and pre-clinical work for Modi-2.
The bid price of Scancell's shares used for the calculation of the Company's net asset value on 28 February 2018 was 14.0p, the same level as at the end of the previous reporting year.
Together with the Company's net current assets, Select Technology and Scancell make up just over 87% of OT1's portfolio as at 28 February 2018, a similar proportion as at the same date in 2017.
Getmapping is exposed to challenging commercial and political conditions in South Africa; BioCote continues to grow its business, reflected in a 31% increase in valuation, and paid a small dividend to OT1 in the financial year ending 28 February 2018.
The Directors continue to take an active interest in the remaining companies within the portfolio, both to support their management teams to achieve company development, but also to prepare companies for realisation at the appropriate time. It should, however, be noted that approaches do occur at other times, and the ability of the Directors and Investment Advisor to be able to provide support when such approaches occur is essential for maximising value. The main portfolio companies have the potential for a valuation uplift in the near to medium term, therefore the Directors currently do not envisage exiting these companies in the short term.
Further details are contained within the Investment Advisor's Report, and on our website.
Dividends/Return of Capital
The Directors are not recommending a dividend for the year ending 28 February 2018.
The ongoing strategy is to seek to crystallise value from the portfolio and distribute cash to shareholders. As a small VCT with a concentrated portfolio, our options for reinvestment are limited due to VCT rules and we expect to continue to distribute excess income to shareholders in the form of dividends. There is a reasonable expectation of continued income from Select Technology and BioCote, though our priority for these companies is to maximise shareholder value and liquidity over the medium term by seeking exits for these holdings at the appropriate time.
VCT Market Changes
In terms of the broader VCT market, the main event of the year was the Patient Capital Review (PCR) undertaken by HM Treasury (HMT). Your Board engaged with the PCR on behalf of your VCT, seeking to ensure the continued viability of your Company.
As mentioned in our third quarter update, your Board broadly welcomed the results of the PCR as announced in the Autumn Budget in November 2017. In summary, HMT wishes to encourage investments into earlier stage businesses and, if necessary, for these investments to be allowed to flourish over longer periods of time. We believe that, appropriately resourced and supported, the VCT structure is well-suited to this patient approach to long term value creation. We also welcome the extension of the six month VCT rule to twelve months as it provides a greater level of future re-investment flexibility.
One of the Autumn Budget's announcements was an increase in the level of VCT qualifying investments to 80% (up from 70%) that a VCT needs to hold; this legislation received Royal Assent on 15 March 2018. For OT1, this change is effective 1 March 2020, and may make it more challenging for small VCTs, such as your Company, to manage ongoing compliance with these qualifying tests, which is an unintended consequence of the new legislation. Cash holdings are non-qualifying, but VCTs are obliged to demonstrate that they have adequate working capital over the medium term, which would not be possible if cash reserves must be distributed in order to fulfil the new legislation - corporate liquidity tests could thus become very tight.
We fully understand the rationale for introducing this change and believe that a simple amendment is possible that would mitigate this unintended consequence while ensuring that the legislative change retains HMT's desired effect. We will continue to lobby for an appropriate amendment to be made.
A further change has seen the introduction of MiFID II & PRIIPS. The most significant impact on VCTs has been the requirement to prepare a Key Information Document (KID). Shareholders who are interested can find it on the Company's website.
Planning for the Future
In July 2017 the Board of OT1 announced that, as it is not intending to increase the size of OT1's portfolio in terms of the number of investments, it wishes to have in place appropriate plans to ensure any further realisations do not result in your VCT becoming sub-economic. At the time, there was an expectation of ongoing cash generation from the portfolio, mainly from Select Technology that in recent years has been paying regular dividends to its shareholders, OT1 included. While this expectation remains unchanged, the simplification of Select Technology's business plan outlined above has had the effect of reducing the income that OT1 received in the year to 28 February 2018, so the Board considers it prudent to be cautious in terms of outlook vis-à-vis future income projections.
Your Board therefore continues to look at methods of improving operational efficiency, reducing costs and, more generally, putting in place appropriate plans to ensure that your VCT's operational costs relative to its overall size remain within acceptable limits. Additionally, shareholders may be aware of some significant changes to the VCT market in recent years. Changes to pension tax reliefs are driving investors to look for alternatives and, coupled with a reduced supply of tax efficient investment opportunities, have resulted in exceptional demand from investors wishing to subscribe for VCTs. This new environment may present an opportunity for your VCT.
Despite not being able to bring forward proposals on these matters to date, we continue to explore various options and look forward to presenting these to shareholders in due course. However, there can be no certainty that any of these discussions will lead to a concrete proposal, at this time or in the future.
AGM
Shareholders should note that the AGM for the Company will be held on Thursday 12 July 2018 at the Magdalen Centre, Oxford Science Park, starting at 11am and will include presentations by Oxford Technology Management and some of the companies that the Oxford Technology VCTs have invested in.
A formal Notice of the AGM has been enclosed with these Financial Statements together with a Form of Proxy for those not attending. We appreciate the input of our shareholders and look forward to welcoming as many of you as possible on the day - thank you for your ongoing support.
Outlook
The Oxford Technology VCTs have operated and continue to operate very much in the spirit of the VCT legislation by investing in and subsequently supporting early stage technology companies. Unfortunately, the current VCT rules sometimes limit the amount of follow on investment that we are able to make.
Now in the third decade of its existence, your Company's portfolio has attained a degree of maturity and concentration. Looking ahead, though, the Board continues to believe your VCT is an appropriate structure to hold your Company's assets. The major elements of the portfolio have a plausible route to creating high value liquidity events in the medium term. As per our stated strategy, your Board continues to work to maximise value, reduce costs, and - when valuations and liquidity allow - crystallise this value and distribute the proceeds to shareholders.
Alex Starling
Chairman
2nd May 2018
Investment Portfolio Review
OT1 was formed in 1997 and invested in a total of 21 companies, all start-up or early stage technology companies. Some of these companies failed with the loss of the investment. Some have succeeded and have been sold. Dividends paid to shareholders to date are 55p per share. The table on page 16 shows the companies remaining in the portfolio.
The ultimate outcome for investors will depend on how the remaining investments perform. In particular, Select Technology and Scancell have the potential to deliver significant returns.
Select Technology specialises in software for photocopiers - now known as MFDs - Multi-Function Devices. Over the last decade Select has built up a global network of distributors and dealers through which it sells both its own and third party products. These products now include PaperCut, Kpax, Foldr and Drivve Image. Sales have increased from £210k in the year to July 2010 to over £5m in the year to January 2018, though Select lost one contract in 2017 that resulted in substantially reduced profits in the year to July 2017. However, the core business has continued to grow and it is hoped that Select should again be able to pay a dividend in OT1's current financial year. It has employees all over the world; everyone works remotely.
Scancell, in which OT1 first invested in 1999 when the company was based in a University laboratory, is now AIM-listed. Scancell is developing novel immunotherapies for cancer based on two platform technologies known as Immunobody and Moditope. Results from Scancell's first clinical trial for the treatment of melanoma continue to be excellent with recurrence free survival at 69% at 5 years - surpassing results in other trials of ipilimumab (leading immunotherapy for cancer) which showed 46.5% at 3 years.
Possibly the biggest news of the year for Scancell was the decision by Cancer Research UK (CRUK) to conduct a trial of SCIB2 in combination with checkpoint inhibitors. SCIB2 should provide the impetus to the immune system to attack the tumor and the checkpoint inhibitor will remove the barriers to its action. The study will focus on Non Small Lung Cell Cancer, but the results will have relevance for a range of tumors. The trial will be conducted in full by CRUK and Scancell will be able to purchase the results and commercialise them itself, or leave them with CRUK and share in their commercial success. Scancell has also started a development project with BioNtech, the largest privately-owned Biotech company in Europe. Scancell's focus is now on generating clinical data and two more trials should read out over the next two years. If Scancell is successful in its CRUK Grand Challenge application it will also be able to start a third trial on Moditope. Scancell has now been granted the European patent for the use of citrullinated proteins in cancer treatment. Scancell raised £5m during the year, although OT1 was unable to participate due to the constraints imposed by the VCT rules. Post the year end, there was a further investment round in April 2018, however, OT1 was subject to the same VCT constraints and therefore was again unable to participate in the round. Scancell will use the proceeds of the placing and open offer to support clinical trials for SCIB1, SCIB2 and Modi-1 and pre-clinical work for Modi-2.
OT1 was the first investor in Getmapping when the company was founded in 1999. Having floated on AIM and grown to 65 people, Getmapping suffered badly when Ordnance Survey terminated a reseller agreement. Employees reduced to 12 and the share price fell to 1p. But Getmapping survived and sales were £6m in the year to Dec 2015 and £6.4m in 2016. Sales have decreased slightly to £6.0m in the year to Dec 2017. Getmapping's business is now split between the UK and Africa. Getmapping provides aerial photography and products that enhance the value and usefulness of this data.
OT1 was the first investor in BioCote in 1997, before the company had any sales. Today, BioCote has sales of £2.1m and supplies its antimicrobial coatings to companies all over the world.
New Investments in the year
There were no new investments during the year.
Disposals during the year
There were no disposals during the year.
Valuation Methodology
Quoted and unquoted investments are valued in accordance with current industry guidelines that are compliant with International Private Equity and Venture Capital (IPEVC) Valuation Guidelines and current financial reporting standards.
VCT Compliance
Compliance with the main VCT regulations as at 28 February 2018 and for the year then ended is summarised as follows:
| Type of Investment By HMRC Valuation Rules | Actual | Target |
| VCT Qualifying Investments | 82% | Minimum obligation of: 70% |
| Non-Qualifying Investments | 18% | Maximum allowed: 30% |
| Total | 100% | 100% |
At least 10% of each investment in a qualifying company is held in 'eligible shares' - Complied.
No more than 15% of the income from shares and securities is retained - Complied.
No investment constitutes more than 15% of the Company's portfolio (by value at time of investment or when the holding is added to) - Complied.
The Company's income in the period has been derived wholly or mainly (70% plus) from shares or securities - Complied.
No investment made by the VCT has caused the company to receive more than £5m of State Aid investment in the year, nor more than the lifetime limit of £12m - Complied as no new investments made.
Table of Investments held by Company at 28 February 2018
| Company | Description | Date of initial investment | Net cost of investment £'000 | Carrying value at 28/02/18 £'000 | Change in value for the year £'000 | % equity held by OT1 | % equity held by all OTVCTs | % net assets |
| Select Technology | Photocopier Interfaces | Sep 1999 | 488 | 1,438 | 58 | 30.0 | 58.6 | 50.6 |
| Scancell (Bid Price 14.0p) | Antibody based cancer therapeutics | Aug 1999 | 344 | 964 | - | 2.1 | 3.6 | 33.9 |
| Getmapping | Aerial photography | Mar 1999 | 518 | 223 | (5) | 3.7 | 3.7 | 7.8 |
| BioCote | Bactericidal additives | Dec 1997 | 85 | 139 | 33 | 6.6 | 6.6 | 4.9 |
| Totals | 1,435 | 2,763 | 86 | |||||
| Other Net Assets | 81 | 2.8 | ||||||
| NET ASSETS | 2,844 | 100 |
Number of shares in issue: 5,431,655
Net Asset Value per share at 28 February 2018: 52.4p
Dividends paid to date: 55.0p
This table shows the current portfolio holdings. The investments in Avidex, Concept Broadcast, Coraltech, Eurogen, Im-Pak, Freehand Surgical, Nexus, OST, Rapier, Sirius, Synaptica and IMPT have been written off. The investments in Valid, Dataflow, MET, Equitalk and Duncan Hynd Associates have been sold. Some shares in Scancell have also been sold.
Lucius Cary
Director
OT1 Managers Ltd
Investment Manager
2nd May 2018
Directors' Report
The Directors present their report together with Financial Statements for the year ended 28 February 2018.
The Directors consider that the Annual Report and Financial Statements, taken as a whole are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.
This report has been prepared by the Directors in accordance with the requirements of s415 of the Companies Act 2006. The Company's independent auditor is required by law to report on whether the information given in the Directors' Report is consistent with the Financial Statements.
Principal Activity
The Company commenced business in March 1997. The Company invests in start-up and early stage technology companies in general located within 60 miles of Oxford. The Company has maintained its approved status as a Venture Capital Trust by HMRC.
Directors
The 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 at 28 February 2018 and at 28 February 2017 are set out below:
Name 2018 2017
A Starling 6,749 6,749
R Goodfellow 90,932 90,932
D Livesley Nil Nil
R Roth 10,000 10,000
Under the Company's Articles of Association one third of the Directors are required to retire by rotation each year. Alex Starling and Richard Roth will be nominated for re-appointment at the forthcoming AGM. The Board believes that both non-executive Directors continue to provide a valuable contribution to the Company and remain committed to their roles. The Board recommends that Shareholders support the resolutions to re-elect Alex Starling and Richard Roth at the forthcoming AGM.
The Board is cognisant of shareholders' preference for Directors not to sit on the boards of too many larger companies ("overboarding"). Shareholders will be aware that in July 2015, the Company, along with the other VCTs that were managed by Oxford Technology Management, appointed directors such that the four VCTs each had a Common Board. In addition, Richard Roth has subsequently also become a Director of Hygea vct plc, a VCT investing in the MedTech sector which is also self-managed and has a number of investments in common with the Oxford Technology VCTs. Whilst great care is taken to safeguard the interests of the shareholders of each separate company, there is an element of overlap in the workload of each Director across the four OT funds due to the way the VCTs are managed. The Directors note that the workload related to the four OT funds is less than it would be for four totally separate and larger funds, and are satisfied that Richard Roth has the time to focus on the requirements of each OT fund.
Investment Management Fees
OT1 Managers Ltd, the Company's wholly owned subsidiary, has an agreement to provide investment management services to the Company for a fee of 1% of net assets per annum. Alex Starling and Robin Goodfellow together with Lucius Cary are Directors of OT1 Managers Ltd.
Directors' and Officers' Insurance
The Company has maintained insurance cover on behalf of the Directors, indemnifying them against certain liabilities which may be incurred by them in relation to their duties as Directors of the Company.
Ongoing Review
The Board has reviewed and continues to review all aspects of internal governance to mitigate the risk of breaches of VCT rules or company law.
Whistleblowing
The Board has been informed that the Investment Manager has arrangements in place in accordance with the UK Corporate Governance Code's recommendations by which staff of Oxford Technology Management or the Secretary of the Company may, in confidence, raise concerns within their respective organisations about possible improprieties in matters of financial reporting or other matters.
Bribery Act 2010
The Company is committed to carrying out business fairly, honestly and openly. The Investment Manager has established policies and procedures to prevent bribery within its organisation. The Company has adopted a zero tolerance approach to bribery and will not tolerate bribery under any circumstance in any transaction the Company is involved in. The Company has instructed the Investment Manager to adopt the same approach with investee companies.
Relations with Shareholders
The Company values the views of its shareholders and recognises their interest in the Company. The Company's website provides information on all of the Company's investments, as well as other information of relevance to shareholders (www.oxfordtechnology.com/vct1).
Shareholders have the opportunity to meet the Board at the Annual General Meeting. In addition to the formal business of the AGM the Board is available to answer any questions a shareholder may have.
The Board is also happy to respond to any written queries made by shareholders during the course of the year and can be contacted at the Company's registered office: The Magdalen Centre, Oxford Science Park, Oxford OX4 4GA.
Going Concern
After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason they have adopted the going concern basis in preparing the Financial Statements.
Substantial Shareholders
At 28 February 2018, the Company has been notified of three investors whose interest exceeds three percent of the Company's issued share capital: Ms Shivani Palakpari Shree Parikh 5.2%; Mr Richard Vessey, 4.4%; and Vidacos Nominees Ltd, 4.2%
Auditors
James Cowper Kreston offer themselves for re-appointment in accordance with Section 489 of the Companies Act 2006.
On behalf of the Board
Alex Starling
Chairman
2nd May 2018
Directors' Remuneration Report
Introduction
This report has been prepared by the Directors in accordance with the requirements of the Companies Act 2006. The Company's independent auditor, James Cowper Kreston, is required to give its opinion on certain information included in this report. This report includes a statement regarding the Directors' Remuneration Policy. This report sets out the Company's Directors' Remuneration Policy and the Annual Remuneration Report which describes how this policy has been applied during the year.
The Directors' Remuneration Policy was last approved by shareholders at the AGM on 26 August 2015. It needs to be put to a shareholder vote every three years, and shareholders will be asked to approve it again at the Annual General Meeting on 12 July 2018.
Shareholders also need to approve the Directors' Remuneration Report every year. It was last approved at the AGM on 5 July 2017 on a unanimous show of hands and 99% of proxies voted in favour, and a Resolution to approve the Directors' Remuneration Report for the year ended 28 February 2018 will also be proposed at the Annual General Meeting on 12 July 2018.
Directors' Terms of Appointment
The Board consists entirely of non-executive Directors who meet at least four times a year and on other occasions as necessary to deal with important aspects of the Company's affairs. Directors are appointed with the expectation that they will serve for at least three years and are expected to devote the time necessary to perform their duties. All Directors retire at the first general meeting after election and thereafter every third year, with at least one Director standing for election or re-election each year. Re-election will be recommended by the Board but is dependent upon shareholder vote. Directors who have been in office for more than nine years will stand for annual re-election in line with the AIC Code. There are no service contracts in place, but Directors have a letter of appointment.
Directors' Remuneration Policy
The Board acts as the Remuneration Committee and meets annually to review Directors' pay to ensure it remains appropriate given the need to attract and retain candidates of sufficient calibre and ensure they are able to devote the time necessary to lead the Company in achieving its strategy.
The Articles of Association of the company state that the aggregate of the remuneration (by way of fee) of all the Directors shall not exceed £50,000 per annum unless otherwise approved by Ordinary Resolution of the Company. The following Directors' fees are payable by the Company:
per annum
Director Base Fee £3,500
Chairman's Supplement £2,000
Audit Committee Chairman £3,000
Audit Committee Member £1,500
The OT1 Director Fees are amongst the lowest of any VCT (apart from the other OT VCTs). However the Board has spent and continues to spend more time on Company activities than was initially envisaged in Summer 2015 (when the fees were last set) partly due to closer involvement with investment, accounting and administration procedures and partly due to compliance with additional government regulations. Typically VCT industry total directors' fees are in excess of £50k and individual fees in excess of £15k for equivalent levels of work.
However, given the relatively low funds under management, the Directors have determined that it is not appropriate to seek an increase from the previously agreed levels. It is therefore proposed that the fees remain at the levels that have been paid since 2015.
Alex Starling chairs the Company. Richard Roth chairs the Audit Committee, with Robin Goodfellow as a member of the Committee. As the VCT is self-managed, the Audit Committee carries out a particularly important role for the VCT and plays a significant part in the sign off of quarterly management accounts, and the production of the half year and annual statutory accounts.
Fees are currently paid annually. The fees are not specifically related to the Directors' performance, either individually or collectively. No expenses are paid to the Directors. There are no share option schemes or pension schemes in place but Directors are entitled to a share of the carried interest as detailed below.
Alex Starling and Robin Goodfellow receive no remuneration in respect of their directorships of OT1 Managers Ltd, the Company's Investment Manager.
The performance fee is detailed in note 3. Current Directors are entitled to benefit from any payment made, subject to a formula driven by relative lengths of service. The performance fee becomes payable if a certain cash return threshold to shareholders is exceeded - the excess is then subject to a 20% carry that is distributed to Oxford Technology Management, past Directors and current Directors; the remaining 80% is returned to shareholders. At 28 February 2018 no performance fee was due.
Should any performance fee be payable at the end of the year to 28 February 2019, Alex Starling, Robin Goodfellow, and Richard Roth would each receive 0.25% of any amount over the threshold and David Livesley 0.76%. No performance fee will be payable for the year ending 28 February 2019 unless original shareholders have received back at least 198.8p in cash for each 100p (gross) invested.
Relative Spend on Directors' Fees
The Company has no employees, so no consultation with employees or comparison measurements with employee remuneration are appropriate.
Loss of Office
In the event of anyone ceasing to be a Director, for any reason, no loss of office payments will be made. There are no contractual arrangements entitling any Director to any such payment.
Annual Remuneration Report
| Directors' Fees | Year End 28/02/19 (unaudited) | Year End 28/02/18 (audited) | Year End 28/02/17 (audited) |
| Alex Starling | £5,500 | £5,500 | £5,500 |
| Richard Roth | £6,500 | £6,500 | £6,500 |
| Robin Goodfellow | £5,000 | £5,000 | £5,000 |
| David Livesley | £3,500 | £3,500 | £3,500 |
| Total | £20,500 | £20,500 | £20,500 |
Income Statement
| Year Ended 28 February 2018 | Year Ended 28 February 2017 | ||||||
| Note Ref. | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | |
| Gain on disposal of fixed asset investments | - | - | - | - | - | - | |
| Unrealised gain/(loss) on valuation of fixed asset investments | - | 86 | 86 | - | (393) | (393) | |
| Investment income | 2 | 7 | - | 7 | 110 | - | 110 |
| Investment management fees | 3 | (7) | (22) | (29) | (8) | (25) | (33) |
| Other expenses | 4 | (55) | - | (55) | (51) | - | (51) |
| Return on ordinary activities before tax | (55) | 64 | 9 | 51 | (418) | (367) | |
| Taxation on return on ordinary activities | 5 | - | - | - | - | - | - |
| Return on ordinary activities after tax | (55) | 64 | 9 | 51 | (418) | (367) | |
| Return on ordinary activities after tax attributable to equity shareholders | (55) | 64 | 9 | 51 | (418) | (367) | |
| Earnings per share - basic and diluted | 6 | (1.0)p | 1.2p | 0.2p | 1.0p | (7.7)p | (6.7)p |
There was no other Comprehensive Income recognised during the year.
The 'Total' column of the Income Statement is the Profit and Loss Account of the Company, the supplementary Revenue and Capital return columns have been prepared under guidance published by the Association of Investment Companies.
All Revenue and Capital items in the above statement derive from continuing operations.
The Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds.
The accompanying notes are an integral part of the Financial Statements.
Statement of Changes in Equity
| Share Capital £'000 | Share Premium £'000 | Unrealised Capital Reserve £'000 | Profit & Loss Reserve £'000 | Total £'000 | |
| As at 1 March 2016 | 543 | 176 | 1,346 | 1,262 | 3,327 |
| Dividends paid | - | - | - | (71) | (71) |
| Revenue return on ordinary activities after tax | - | - | - | 51 | 51 |
| Expenses charged to capital | - | - | - | (25) | (25) |
| Current period losses on fair value of investments | - | - | (393) | - | (393) |
| Prior years' unrealised losses now realised | 289 | (289) | - | ||
| Balance as at 28 February 2017 | 543 | 176 | 1,242 | 928 | 2,889 |
| Dividends paid | - | - | - | (54) | (54) |
| Revenue return on ordinary activities after tax | - | - | - | (55) | (55) |
| Expenses charged to capital | - | - | - | (22) | (22) |
| Current period gains on fair value of investments | - | - | 86 | - | 86 |
| Balance as at 28 February 2018 | 543 | 176 | 1,328 | 797 | 2,844 |
The accompanying notes are an integral part of the Financial Statements.
Balance Sheet
| Year Ended 28 February 2018 | Year Ended 28 February 2017 | |||||
| Note Ref. | £'000 | £'000 | £'000 | £'000 | ||
| Fixed Asset Investments At Fair Value | 7 | 2,763 | 2,678 | |||
| Current Assets | ||||||
| Debtors | 8 | 2 | 2 | |||
| Cash At Bank | 91 | 217 | ||||
| Creditors: Amounts Falling Due Within 1 Year | 9 | (12) | (8) | |||
| Net Current Assets | 81 | 211 | ||||
| Net Assets | 2,844 | 2,889 | ||||
| Called Up Equity Share Capital | 10 | 543 | 543 | |||
| Share Premium | 176 | 176 | ||||
| Unrealised Capital Reserve | 11 | 1,328 | 1,242 | |||
| Profit and Loss Account Reserve | 11 | 797 | 928 | |||
| Total Equity Shareholders' Funds | 11 | 2,844 | 2,889 | |||
| Net Asset Value Per Share | 52.4p | 53.2p | ||||
The accompanying notes are an integral part of the Financial Statements.
The statements were approved by the Directors and authorised for issue on 2nd May 2018 and are signed on their behalf by:
Alex Starling
Chairman
Statement of Cash Flows
| Year Ended 28 February 2018 £'000 | Year Ended 28 February 2017 £'000 | |
| Cash flows from operating activities | ||
| Return on ordinary activities before tax | 9 | (367) |
| Adjustments for: | ||
| (Gain)/loss on valuation of investments | (86) | 393 |
| Increase/(decrease) in creditors | 5 | (1) |
| (Outflow)/inflow from operating activities | (72) | 25 |
| Cash flows from investing activities | ||
| Disposal of investments | - | 10 |
| Dividends paid | (54) | (71) |
| Decrease in cash at bank | (126) | (36) |
| Opening cash and cash equivalents | 217 | 253 |
| Cash and cash equivalents at year end | 91 | 217 |
The accompanying notes are an integral part of the Financial Statements.
Notes to the Financial Statements
The Financial Statements have been prepared under Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'). The accounting policies have not materially changed from last year.
1. Principal Accounting Policies
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 2014)' issued by the AIC.
The principal accounting policies have remained materially unchanged from those set out in the Company's 2017 Annual Report and Financial Statements. A summary of the principal accounting policies is set out below.
FRS 102 sections 11 and 12 have been adopted with regard to the Company's financial instruments. 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.
The most important policies affecting the Company's financial position are those related to investment valuation and require the application of subjective and complex judgements, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. These are discussed in more detail below.
Going Concern
After reviewing the Company's forecasts and expectations, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its Financial Statements.
Key Judgements and Estimates
The preparation of the Financial Statements requires the Board to make judgements and estimates regarding the application of policies and affecting the reported amounts of assets, liabilities, income and expenses. Estimates and assumptions mainly relate to the fair valuation of the fixed asset investments particularly unquoted investments. Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. The estimates and the assumptions are under continuous review with particular attention paid to the carrying value of the investments.
Investments are regularly reviewed to ensure that the fair values are appropriately stated. Unquoted investments are valued in accordance with current IPEVC Valuation Guidelines, which can be found on their website atwww.privateequityvaluation.com, although this does rely on subjective estimates such as appropriate sector earnings multiples, forecast results of investee companies, asset values of investee companies and liquidity or marketability of the investments held.
Although the Directors believe that the assumptions concerning the business environment and estimate of future cash flows are appropriate, changes in estimates and assumptions could result in changes in the stated values. This could lead to additional changes in fair value in the future.
Functional and Presentational Currency
The Financial Statements are presented in Sterling (£). The functional currency is also Sterling (£).
Cash and Cash Equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and also include bank overdrafts.
Fixed Asset 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 multiple, revenue multiple, discounted cash flows and net assets. These are consistent with the IPEVC Valuation Guidelines.
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 unrealised capital reserve.
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.
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 holds 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. These valuation techniques maximise the use of observable data (e.g. the price of recent transactions, earnings multiple, discounted cash flows and/or net assets) where it is available and rely as little as possible on entity specific estimates.
There have been no transfers between these classifications in the year (2017: none). The change in fair value for the current and previous year is recognised in the income statement.
Income
Investment income includes interest earned on bank balances and from unquoted loan note securities, and dividends. Fixed returns on debt are recognised on a time apportionment basis so as to reflect the effective yield, provided it is probable that payment will be received in due course. Dividend income from investments is recognised when the shareholders' rights to receive payment have been established, normally the ex dividend date.
Expenses
All expenses are accounted for on an accruals basis. Expenses are charged wholly to revenue with the exception of the investment management fee which has been charged 75% to capital and 25% to revenue. Any applicable performance fee will be charged 100% to capital.
Revenue and Capital
The revenue column of the Income Statement includes all income and revenue expenses of the Company. The capital column includes gains and losses on disposal and holding gains and losses on investments. 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 appropriate capital reserve on the basis of whether they are realised or unrealised at the balance sheet date.
Taxation
Current tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the current tax rate. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return on the "marginal" basis as recommended in the SORP.
Deferred tax is recognised on an undiscounted basis in respect of all timing differences that have originated but not reversed at the balance sheet date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Financial Instruments
The Company's principal financial assets are its investments and the policies in relation to those assets are set out above. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument.
The Company does not have any externally imposed capital requirements.
Reserves
Called up Equity 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 the Share Premium Account.
Unrealised Capital Reserve arises when the Company revalues the investments still held during the period and any gains or losses arising are credited/charged to the Unrealised Capital Reserve. When an investment is sold, any balance held on the Unrealised Capital Reserve is transferred to the Profit and Loss Reserve as a movement in reserves.
The Profit and Loss Reserve represents the aggregate of accumulated realised profits, less losses and dividends.
Dividends Payable
Dividends payable are recognised as distributions in the Financial Statements when the Company's liability to make payment has been established. This liability is established for interim dividends when they are declared by the Board, and for final dividends when they are approved by the Shareholders.
2. Investment Income
| Year Ended 28 February 2018 £'000 | Year Ended 28 February 2017 £'000 | |
| Dividends received | 7 | 110 |
| Total | 7 | 110 |
3. Investment Management Fees
Expenses are charged wholly to revenue with the exception of the investment management fee which has been charged 75% to capital in line with industry practice.
| Year Ended 28 February 2018 £'000 | Year Ended 28 February 2017 £'000 | |
| Investment management fee | 29 | 33 |
| Total | 29 | 33 |
In the year to 28 February 2018 the manager received a fee of 1% of the net asset value as at the previous year end (2017: 1%). Oxford Technology Management is also entitled to certain monitoring fees from investee companies and the Board reviews the amounts.
A performance fee is payable to the Investment Manager once original shareholders have received a specified threshold in cash for each 100p (gross) invested. The original threshold of 125p has been increased by compounding that portion that remains to be paid to shareholders by 6% per annum with effect from 1 March 2008, resulting in the remaining required threshold rising to 135.7p at 28 February 2018, corresponding to a total shareholder return of 190.7p after taking into account the 55p already paid out (55p + 135.7p = 190.7). After this amount has been distributed to shareholders, each extra 100p distributed goes 80p to the shareholders and 20p to the beneficiaries of the performance incentive fee, of which Oxford Technology Management receives 14p.
No performance fee has become due or been paid to date. Any applicable performance fee will be charged 100% to capital. Expenses are capped at 3%, including the management fee but excluding Directors' fees and any performance fee.
4. Other Expenses
All expenses are accounted for on an accruals basis. All expenses are charged through the income statement except as follows:
· those expenses which are incidental to the acquisition of an investment are included within the cost of the investment;
· expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment.
| Year Ended 28 February 2018 £'000 | Year Ended 28 February 2017 £'000 | |
| Directors' remuneration | 21 | 21 |
| Auditors' remuneration | 6 | 6 |
| Other expenses | 28 | 24 |
| Total | 55 | 51 |
5. Tax on Ordinary Activities
Corporation tax payable at 19.1% (2017: 20.0%) is applied to profits chargeable to corporation tax, if any. The corporation tax charge for the period was £nil (2017: £nil).
| Year Ended 28 February 2018 £'000 | Year Ended 28 February 2017 £'000 | |
| Return on ordinary activities before tax | 9 | (367) |
| Current tax at standard rate of taxation | 2 | (73) |
| UK dividends not taxable | (1) | (22) |
| Unrealised (gains)/losses not taxable | (16) | 79 |
| Excess management expenses carried forward | 15 | 16 |
| Total current tax charge | - | - |
Unrelieved management expenses of £1,385,626 (2017: £1,302,574) remain available for offset against future taxable profits.
6. Earnings per Share
The calculation of earnings per share (basic and diluted) for the period is based on the net profit of £9,000 (2017: loss of £367,000) attributable to shareholders divided by the weighted average number of shares 5,431,655 (2017: 5,431,655) in issue during the period.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted returns per share figures are relevant. The basic and diluted earnings per share are therefore identical.
7. Investments
| AIM quoted investments Level 1 £'000 | Unquoted investments Level 3 £'000 | Total investments £'000 | |
| Valuation and net book amount: | |||
| Book cost as at 28 February 2017 | 344 | 1,091 | 1,435 |
| Cumulative revaluation | 620 | 623 | 1,243 |
| Valuation at 28 February 2017 | 964 | 1,714 | 2,678 |
| Movement in the year: | |||
| Revaluation in year | - | 86 | 86 |
| Valuation at 28 February 2018 | 964 | 1,799 | 2,763 |
| Book cost at 28 February 2018 | 344 | 1,091 | 1,435 |
| Cumulative revaluation to 28 February 2018 | 620 | 708 | 1,328 |
| Valuation at 28 February 2018 | 964 | 1,799 | 2,763 |
Subsidiary Company
The Company also holds 100% of the issued share capital of OT1 Managers Ltd at a cost of £1.
Results of the subsidiary undertaking for the year ended 28 February 2018 are as follows:
| Country of Registration | Nature of Business | Turnover | Retained profit/loss | Net Assets | |
| OT1 Managers Ltd | England and Wales | Investment Manager | £28,893 | £0 | £1 |
Consolidated group Financial Statements have not been prepared as the subsidiary undertaking is not considered to be material for the purpose of giving a true and fair view. The Financial Statements therefore present only the results of Oxford Technology VCT plc, which the Directors also consider is the most useful presentation for Shareholders.
8. Debtors
| 28 February 2018 £'000 | 28 February 2017 £'000 | |
| Prepayments, accrued income & other debtors | 2 | 2 |
| Total | 2 | 2 |
9. Creditors
| 28 February 2018 £'000 | 28 February 2017 £'000 | |
| Other creditors and accruals | 12 | 8 |
| Total | 12 | 8 |
10. Share Capital
| 28 February 2018 £'000 | 28 February 2017 £'000 | |
| Authorised: | ||
| 10,000,000 ordinary shares of 10p each | 1,000 | 1,000 |
| 500,000 redeemable preference shares of 10p each | 50 | 50 |
| Total Authorised | 1,050 | 1,050 |
| Allotted, called up and fully paid: | ||
| 5,431,655 (2017: 5,431,655) ordinary shares of 10p each | 543 | 543 |
11. Reserves
When the Company revalues its investments during the period, any gains or losses arising are credited/charged to the Income Statement. Changes in fair value of investments are then transferred to the Unrealised Capital Reserve. When an investment is sold any balance held on the Unrealised Capital Reserve is transferred to the Profit and Loss Account Reserve as a movement in reserves.
Distributable reserves are £797,000 as at 28 February 2018 (2017: £928,000).
Reconciliation of Movement in Shareholders' Funds
| 28 February 2018 £'000 | 28 February 2017 £'000 | |
| Shareholders' funds at start of year | 2,889 | 3,327 |
| Return on ordinary activities after tax | 9 | (367) |
| Dividends paid | (54) | (71) |
| Shareholders' funds at end of year | 2,844 | 2,889 |
The Company paid a final revenue dividend for 2017 of 1.0p per ordinary share on 21 July 2017.
12. Financial Instruments and Risk Management
The Company's financial instruments comprise equity and loan note investments, cash balances and debtors and creditors. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT - qualifying quoted and unquoted securities whilst holding a proportion of its assets in cash or near cash investments in order to provide a reserve of liquidity. The risk faced by these instruments, such as interest rate risk or liquidity risk is considered to be minimal due to their nature. All of these are carried in the accounts at fair value.
The Company's strategy for managing investment risk is determined with regard to the Company's investment objective. The management of market risk is part of the investment management process and is a central feature of venture capital investment. The Company's portfolio is managed with regard to the possible effects of adverse price movements and with the objective of maximising overall returns to shareholders. Investments in unquoted companies, by their nature, usually involve a higher degree of risk than investments in companies quoted on a recognised stock exchange, though the risk can be mitigated to a certain extent by diversifying the portfolio across business sectors and asset classes, though VCT rules limit the extent to which suitable Qualifying Investments can be bought or sold. The Company's portfolio is concentrated for various reasons, including the age of the VCT, exits within the portfolio and the Company's policy of seeking to return excess capital to shareholders. The overall disposition of the Company's assets is regularly monitored by the Board.
13. Capital Commitments
The Company had no commitments at 28 February 2018 or 28 February 2017.
14. Related Party Transactions
OT1 Managers Ltd, a wholly owned subsidiary, provides investment management services to the Company with effect from 1 July 2015 for a fee of 1% of net assets per annum. During the year, £28,893 was paid in respect of these fees (2017: £33,262). No amounts were outstanding at the year end.
15. Events after the Balance Sheet Date
There are no reportable events after the Balance Sheet date.
Company Number: 3276063
Note to the announcement:
The financial information set out in this announcement does not constitute statutory accounts as defined in the Companies Act 2006 ("the Act"). The balance sheet as at 28 February 2018, income statement and cash flow statement for the period then ended have been extracted from the Company's 2018 statutory financial statements upon which the auditor's opinion is unqualified and does not include any statement under the section 495 of the Act.
The Annual Report and Accounts for the year ended 28 February 2018 will be filed with the Registrar of Companies.
Copies of the documents will be submitted to the National Storage Mechanism and are available for inspection at: http://www.mornningstar.co.uk/uk/NSM