TIDMFTSV
FORESIGHT SOLAR & TECHNOLOGY VCT PLC
Ordinary Shares Total Net Assets as at 31 March 2023:
GBP2.5m
Ordinary Shares Net Asset Value per share as at 31 March 2023:
7.2p
Foresight Williams Technology Shares Total Net Assets as at 31
March 2023: GBP22.8m
Foresight Williams Technology Shares Net Asset Value per share
as at 31 March 2023: 102.8p
Ordinary Shares Fund
-- Net Asset Value per Ordinary Share at 31 March 2023 was 7.2p (31 March
2022: 107.3p).
-- As communicated in March 2023 the Board and the Investment Manager have
sold the Solar portfolio. The proceeds from the sale of the Solar
portfolio have been returned to the shareholders in the form of an
interim dividend on 22 March 2023 that amounted to 132.0p per share. A
further interim dividend of 5.5p was paid post-year end on 25 July 2023.
-- The net asset value total return at year end was 185.2p (2022: 153.3p).
-- Post year-end, at the General Meeting on 5 July 2023 the Shareholders
approved the special resolution to convert the remaining Ordinary Share
capital into FWT shares, meaning the Ordinary Shares ceased to exist
beyond this date.
Foresight Williams Technology Shares Fund
-- During the year, GBP5.3m of new funds were raised under the Offers for
subscription for the Foresight WAE Technology Shares fund (the "FWT
Shares fund"), dated 5 January 2022, and 10 January 2023.
-- During the year, the fund invested in twelve new portfolio companies as
well as executed follow-on investments into four existing portfolio
companies.
-- Since the end of the reporting period, a further GBP3.4m has been raised,
bringing the total funds raised to GBP25.7m. This includes GBP0.6m that
converted from Ordinary Shares to FWT Shares as a result of the share
class merger referred to above.
-- Since the end of the reporting period, a further two follow-on
investments have been made, bringing total deployment to GBP17.1m.
Chairman's Statement
On behalf of the Board, I am pleased to present the Annual
Report and Accounts for Foresight Solar & Technology VCT Plc
for the year ended 31 March 2023 and to provide you with an update
on the developments affecting the Company.
As with previous recent publications, my introduction to the
Annual Report and Accounts will be split between the two share
classes, the Ordinary Shares and the FWT Shares, with a general
section for the Company as a whole at the end.
ORDINARY SHARES
Performance and portfolio activity
On 23 February 2023 the Investment Manager and the Board
successfully completed the sale of the portfolio of solar assets
held in the Ordinary Share class. The sale generated gross proceeds
of over GBP100m and as a result, the Ordinary share class saw a Net
Asset Value total return for the year of 20.8% and earnings per
share of 31.9p, representing an excellent financial performance
well ahead of base case. This was an outstanding transaction
concluded in very difficult economic and political circumstances
and is a credit to the entire team at the Investment Manager.
Further it exemplified our capacity to translate promising early
stage technology into major commercial success. We plan to repeat
this with the young technologies currently in the FWT
portfolio.
Subsequent to the completion of the sale the Board were pleased
to announce an interim dividend of 132.0p per share, which was paid
on the 22 March 2023. This resulted in the Net Asset Value total
return for the Ordinary share class since inception rising to
185.2p. These distributions to shareholders are an excellent
example of dividends arising out of realisations. As indicated in
the original prospectus for the FWT shares, we plan to continue
this policy of making most dividend distributions out of future
realisations from the FWT portfolio.
Post year end on 5 July 2023, and further to the circular
published in June 2023, shareholders of the Company approved the
resolution to redesignate the residual GBP0.6m Ordinary Share
capital (following a further dividend of 5.5p per share to Ordinary
Shareholders which was paid on 25 July 2023) to FWT Shares, and
effectively cease the existence of the Ordinary Shares.
As communicated in the announcement published on 7 July 2023,
547,034 Ordinary Shares were converted to FWT Shares and the
remaining 34,046,589 Ordinary Shares were converted into Deferred
Convertible Preference Shares, which effectively carry no value
except for allowing those Ordinary Shareholders the benefit of the
outstanding overseas legal claims should they ever be paid out.
Cash and working capital
The Ordinary Shares had cash and liquid resources of GBP1.7m at
31 March 2023.
Management fees
The annual management fee of the Ordinary Shares fund is
calculated as 1.5% of Net Assets and equated to GBP661,000 during
the year.
The sale of the Solar portfolio also gave rise to a performance
incentive fee of GBP2,767,000 and an advisory fee of GBP1,588,000
which was paid during the year.
In the context of realisations achieved during the fund's life
and the professional management of the portfolio, the Board believe
that the annual management fee represents good value for
investors.
Green Economy Mark
The Board is pleased that the Company continues to be classified
as a Green Economy Issuer by the London Stock Exchange ("LSE").
This is an initiative launched by the LSE supporting sustainable
finance on its markets. The Green Economy Mark recognises listed
companies with 50% or more of revenues from environmental
solutions.
FWT SHARES
The Foresight WAE Technology VCT share class (the "FWT Shares")
was launched in December 2019, and represents an exciting
investment opportunity made possible by the collaboration between
Foresight Group and WAE Technologies Limited ("WAE"), a technology
and engineering services business, originally spun out of the
Williams Formula 1 business.
The share class provides investors with the opportunity to
invest in a portfolio of early-stage companies with high
growth-potential, developing innovative and occasionally
transformational technologies across a range of different sectors.
It builds on the successful relationship that Foresight and WAE
have enjoyed from their launch of the award winning Foresight WAE
Technology EIS Fund (the 'EIS fund').
Fundraising and share issues
The Offers for subscription, dated 5 January 2022 and relaunched
on 10 January 2023, are each up to GBP20 million (with an
overallotment facility for up to an additional GBP10 million)
through the issue of FWT Shares. During the year, across both
Offers, 5.1 million FWT Shares were allotted, raising a further
GBP5.3m, bringing the total funds raised to over GBP22m.
Post year end, a further 3.2 million FWT Shares were allotted,
increasing the total funds raised to GBP25.7m. This included
547,034 shares (GBP0.6m) in relation to the share class merger
referred to in the Ordinary Shares section above.
Portfolio and deal activity
The FWT Shares fund had a busy year deploying the funds raised,
completing twelve new investments and four follow-on investments
costing GBP5.2m and GBP3.1m respectively. Post year end, the FWT
Shares made two follow-on investments. Further details of all of
these deals are included in the Investment Manager's review.
The Board and the Investment Manager are confident that a number
of new and follow-on investments can be achieved this year,
particularly with the investment activity noted above. Details of
each of these new and existing portfolio companies can be found in
the Investment Manager's Review. The Investment Manager continues
to see a strong pipeline of potential investments sourced through
its regional networks and well developed relationships with
advisers and the SME community; however, it is also focused on
supporting the existing portfolio. Following the fundraising over
the last couple of years as well as the fundraising for the ongoing
January 2023 offer, the Company is in a position to fully support
the portfolio, where appropriate, and exploit potential attractive
investment opportunities.
Management fees
The annual management fee of the FWT Shares fund is calculated
as 2.0% of Net Assets and equated to GBP392,000 during the
year.
Responsible investing
The analysis of environmental, social and governance ("ESG")
issues is embedded in the Manager's investment process and these
factors are considered key in determining the quality of a business
and its long-term success. Central to the Manager's responsible
investment approach are five ESG principles that are applied to
evaluate investee companies, acquired since May 2018, throughout
the lifecycle of their investment, from their initial review and
acquisition to their final sale. Every year, these portfolio
companies are assessed and progress measured against these
principles.
COMPANY
Annual General Meeting
The Company's Annual General Meeting will take place on 20
September 2023 at 12.30pm and we look forward to meeting as many of
you as possible in person, providing rules permit. Please refer to
the formal notice on pages 76 to 79 of the Annual Report and
Accounts for further details. We would encourage those of you who
are unable to attend to submit your votes by proxy ahead of the
deadline of 1.00pm on 15 September 2022 and to forward any
questions by email to InvestorRelations@foresightgroup.eu in
advance of the meeting.
Sunset clause
The "Sunset Clause" for EIS and VCT reliefs has to be reviewed
by the government by 6 April 2025. The clause provides that income
tax relief will no longer be given to subscriptions made on or
after 6 April 2025, unless the legislation is amended to make the
scheme permanent, or the "sunset clause" is extended. The
government has the power to extend or remove the sunset clause
through secondary legislation, which would allow the VCT & EIS
schemes to operate in their current form beyond the current expiry
date of the scheme. The then Chancellor Kwasi Kwarteng announced
during his mini-budget of 23 September 2022 that venture capital
schemes will be safeguarded beyond 2025 but no further details were
given as to how this will be implemented. To date, the now
Chancellor Jeremy Hunt has yet to clarify. However, through
correspondence with the Treasury Select Committee, the Chancellor
has stated that it is the government's firm intention to extend the
VCT and EIS schemes beyond the sunset on 6 April 2025 and that
further details will be provided in due course. The Treasury Select
Committee also notes that the UK should be able to extend the
scheme without European Commission approval, clarified by the
recently announced Northern Ireland Protocol, the Windsor
Framework.
Outlook
As the Company has completed it's shift from owning Solar assets
to early-stage companies with high growth potential the Company
will continue to raise new funds in the FWT Shares fund and seek
appropriate qualifying investments for this share class.
Ernie Richardson
Chairman
27 July 2023
Investment Manager's Review -- Foresight Williams Technology
Shares
Summary
Between its launch on 20 December 2019 and the end of the
reporting period, the FWT Shares fund has raised GBP22.3 million.
The Offer provides investors with the opportunity to invest in a
portfolio of early-stage companies with high growth-potential,
developing innovative and occasionally transformational
technologies across a range of different sectors. As at 31 March
2023, the FWT fund had made investments into 27 companies totalling
GBP16.9m. This included twelve new and four follow-on investments
in the year to 31 March 2023 totalling GBP5.2m and GBP3.1m
respectively. These investments are summarised below:
Acu-flow: a developer of surface acoustic wave nebulisers
enabling the delivery of next-generation respiratory
pharmaceuticals.
Audioscenic: a University of Southampton spin-out applying
computer vision software to create 3D immersive audio experiences
initially in consumer soundbars.
Cambridge GaN Devices: a developer of a new generation of
gallium nitride semiconductor power.
Forefront RF: a manufacturer of next generation radio frequency
modules.
Living Optics: a University of Oxford spin-out commercialising
next generation hyperspectral imaging technology.
Mirico: a climate tech company providing ultra-high sensitivity
gas detection and quantification services.
Mixergy: a developer of internet connected hot water tank that
uses proprietary hardware to heat and maintain just the right
amount of water at the top of the tank.
Novosound: a spinout from the University of West of Scotland
that has developed a novel technology for use in ultrasound
sensors.
Open Bionics: a designer and manufacturer of the world's first
clinically approved 3D-printed bionic limbs.
Opsydia: a developer of a laser-based technology that performs
sub-surface marking of diamonds and other gemstones.
Phlux: has developed an Infrared sensor technology which is 10x
more sensitive than market incumbents.
Synaptec: a developer of passive electrical sensor network for
night voltage power systems monitoring.
The Salford Valve Company: a developer of innovative valve
systems allowing eco-friendly inert gases to be used as propellants
in aerosol sprays.
Vector Photonics: a University of Glasgow spin-out
commercialising the next generation of semiconductor laser
devices.
Vypercore: developing a computer memory allocation solution that
increases the speed of software applications by up to 10x without
any changes to the source code.
Zomp: has developed a next generation approach to flow
cytometry, a technique widely used in both research and diagnostic
applications to detect and measure physical or chemical
characteristics of a population of cells or particles.
Post year end acquisitions
Subsequent to the year end, the FWT fund has made two follow-on
investments into Insphere Limited and Additive Manufacturing
Technologies Limited. This brings total deployment to GBP17.1m.
Fundraising
The Offer, made possible through an innovative collaboration
between Foresight Group and WAE Ltd, continues to build positive
momentum in the market. Since the year-end, a further GBP3.4
million has been raised, bringing the total raised to GBP25.7
million (with both figures inclusive of the GBP0.6m that converted
from Ordinary Shares to FWT Shares).
Climate Change Statement
The Investment Manager has a long-term investing vision and its
strategy aligns with the UN's Sustainable Development Goals and the
decarbonisation targets set out in the Paris Agreement of 2015. As
such, taking actions to mitigate the risks posed by climate change,
whilst also investing to generate commercial returns for our
investors, must be done hand in hand. The Manager has been a
signatory to the United Nations-backed Principles for Responsible
Investment ("PRI") since 2013. PRI is a globally recognised
voluntary framework concerned with the incorporation of ESG
considerations into the investment decision-making process. It
provides a basis for potential and existing investors to judge the
quality of a company's ESG processes and positioning within an
industry sector. In 2022, the Manager received a five star rating
for Private Equity and Infrastructure investments.
The Board supports the Manager's views on climate change and ESG
and its vigorous process in the evaluation of an asset's
environmental and social impact during due diligence and
thereafter. For each material risk identified during due diligence,
a mitigation plan is proposed in the investment submission and
these actions form part of each portfolio company's "100-day plan"
post-investment.
From an environmental perspective, analysis relating to the
implementation of good industry practice in limiting and mitigating
the potentially adverse environmental impact of a company's
operations has four principal components:
-- Environmental policy and track record
-- Energy and resource usage and environmental impact
-- Environmental impact of products and services
-- Environmental performance improvements
Regular monitoring post-investment ensures that standards are
maintained in respect of ESG issues where there is a change in
either the regulatory or operating environment or the composition
of the management team.
Pipeline
The Investment Manager has a strong pipeline covering new deals
and EIS portfolio follow-ons. At the time of writing, two deals had
passed the Investment Manager's final Investment Committee stage
and were nearing completion.
Foresight Group LLP
Investment Manager
27 July 2023
Unaudited Non-Statutory Analysis of the Share Classes
Income Statement
for the year ended
31 March 2023
Year ended 31 March Year ended 31 March
2023 2022
Ordinary Shares Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment holding
(losses)/gains -- (13,692) (13,692) -- 14,323 14,323
Realised gains/(losses)
on investments -- 27,917 27,917 -- (1,121) (1,121)
Income 626 -- 626 901 -- 901
Investment management
fees (165) (3,263) (3,428) (107) (320) (427)
Other expenses (389) -- (389) (332) -- (332)
Profit before taxation 72 10,962 11,034 462 12,882 13,344
Taxation -- -- -- -- -- --
Profit after taxation 72 10,962 11,034 462 12,882 13,344
------------------------ ------- -------- -------- ------- ------- -------
Profit per share 0.2p 31.7p 31.9p 1.3p 37.0p 38.3p
Year ended 31 March
Year ended 31 March 2023 2022
FWT Shares Revenue Capital Total Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment holding
gains -- 1,596 1,596 -- 643 643
Income 30 -- 30 1 -- 1
Investment management
fees (98) (294) (392) (66) (199) (265)
Other expenses (170) -- (170) (129) -- (129)
(Loss)/profit before
taxation (238) 1,302 1,064 (194) 444 250
Taxation -- -- -- -- -- --
(Loss)/profit after
taxation (238) 1,302 1,064 (194) 444 250
----------------------- --------------------- ------- ------- ------- ------- -------
(Loss)/profit per share (1.2)p 6.7p 5.5p (1.4)p 3.2p 1.8p
Unaudited Non-Statutory Analysis of the Share Classes
Reconciliations of Movements in Shareholders' Funds
for the year ended 31 March 2023
Share Capital
Called-up premium redemption Distributable Capital Revaluation
Ordinary Shares share capital account reserve reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April 2022 346 -- 208 36,046 (13,951) 14,462 37,111
Expenses in relation
to prior year share
issues -- -- -- (4) -- -- (4)
Realised gains on
disposal of investments -- -- -- -- 27,917 -- 27,917
Investment holding
losses -- -- -- -- -- (13,692) (13,692)
Dividends paid -- -- -- (36,114) (9,550) -- (45,664)
Management fees charged
to capital -- -- -- -- (3,263) -- (3,263)
Revenue profit for
the year -- -- -- 72 -- -- 72
As at 31 March 2023 346 -- 208 -- 1,153 770 2,477
------------------------- -------------- -------- ----------- ------------- -------- ----------- --------
Share Capital
Called-up premium redemption Distributable Capital Revaluation
FWT Shares share capital account reserve reserve reserve reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April 2022 171 13,998 -- 2,066 (256) 643 16,622
Share issues in the
year 51 5,217 -- -- -- -- 5,268
Expenses in relation
to share issues -- (131) -- -- -- -- (131)
Expenses in relation
to prior year share
issues -- (5) -- -- -- -- (5)
Investment holding
gains -- -- -- -- -- 1,596 1,596
Management fees charged
to capital -- -- -- -- (294) -- (294)
Revenue loss for
the year -- -- -- (238) -- -- (238)
As at 31 March 2023 222 19,079 -- 1,828 (550) 2,239 22,818
------------------------- -------------- -------- ----------- ------------- -------- ----------- --------
Balance Sheet
as at 31 March 2023
As at 31 As at 31
Ordinary Shares March 2023 March 2022
GBP'000 GBP'000
Fixed assets
Investments held at fair value
through profit and loss 823 37,035
Current assets
Debtors 58 355
Cash and cash equivalents 1,676 60
1,734 415
Creditors
Amounts falling due within one
year (80) (339)
Net current assets 1,654 76
Net assets 2,477 37,111
---------------------------------- ----------- -----------
Capital and reserves:
Called-up share capital 346 346
Share premium -- --
Capital redemption reserve 208 208
Distributable reserve -- 36,046
Capital reserve 1,153 (13,951)
Revaluation reserve 770 14,462
Equity shareholders' funds 2,477 37,111
---------------------------------- ----------- -----------
Net asset value per share 7.2p 107.3p
Balance Sheet
as at 31 March 2023
As at 31 As at 31
FWT Shares March 2023 March 2022
GBP'000 GBP'000
Fixed assets
Investments held at fair value
through profit or loss 19,128 9,196
Current assets
Debtors 125 300
Cash and cash equivalents 3,761 7,154
3,886 7,454
Creditors
Amounts falling due within one
year (196) (28)
Net current assets 3,690 7,426
Net assets 22,818 16,622
-------------------------------------- ------------ ------------
Capital and reserves:
Called-up share capital 222 171
Share premium 19,079 13,998
Distributable reserve 1,828 2,066
Capital reserve (550) (256)
Revaluation reserve 2,239 643
Equity shareholders' funds 22,818 16,622
-------------------------------------- ------------ ------------
Net asset value per share 102.8p 97.4p
At 31 March 2023 there was an inter-share debtor/creditor
of GBP13,000 (2022: GBP213,000) which has been eliminated
on aggregation.
Audited Financial Statements
Income Statement for the year ended 31 March 2023
Year ended 31 March Year ended 31 March
2023 2022
Revenue Revenue Revenue Revenue Capital Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Investment holding
(losses)/gains -- (12,096) (12,096) -- 14,966 14,966
Realised gains/(losses)
on investments -- 27,917 27,917 -- (1,121) (1,121)
Income 656 -- 656 902 -- 902
Investment management
fees (263) (3,557) (3,820) (173) (519) (692)
Other expenses (559) -- (559) (461) -- (461)
(Loss)/profit before
taxation (166) 12,264 12,098 268 13,326 13,594
Taxation -- -- -- -- -- --
(Loss)/profit after
taxation (166) 12,264 12,098 268 13,326 13,594
------------------------ -------- -------- -------- -------- -------- --------
(Loss)/profit per share:
Ordinary Share 0.2p 31.7p 31.9p 1.3p 37.0p 38.3p
FWT Share (1.2)p 6.7p 5.5p (1.4)p 3.2p 1.8p
The total column of this statement is the profit and loss
account of the Company and the revenue and capital columns
represent supplementary information.
All revenue and capital items in the above Income Statement are
derived from continuing operations. No operations were
acquired or discontinued in the year.
The Company has no recognised gains or losses other than those
shown above, therefore no separate statement of
comprehensive income has been presented.
Reconciliation of Movements in Shareholders' Funds
Share Capital
Year ended 31 March Called-up premium redemption Distributable Capital Revaluation
2023 share capital account reserve reserve* reserve* reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April 2022 517 13,998 208 38,112 (14,207) 15,105 53,733
Share issues in the
year 51 5,217 -- -- -- -- 5,268
Expenses in relation
to share issues -- (131) -- -- -- -- (131)
Expenses in relation
to prior year share
issues -- (5) -- (4) -- -- (9)
Realised gains on
disposal of investments -- -- -- -- 27,917 -- 27,917
Investment holding
losses -- -- -- -- -- (12,096) (12,096)
Dividends paid -- -- -- (36,114) (9,550) -- (45,664)
Management fees charged
to capital -- -- -- -- (3,557) -- (3,557)
Revenue profit for
the year -- -- -- (166) -- -- (166)
As at 31 March 2023 568 19,079 208 1,828 603 3,009 25,295
------------------------- -------------- -------- ----------- ------------- --------- ----------- --------
Share Capital
Year ended 31 March Called-up premium redemption Distributable Capital Revaluation
2022 share capital account reserve reserve* reserve* reserve Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April 2021 451 7,515 203 38,255 (12,567) 139 33,996
Share issues in the
year 71 6,682 -- -- -- -- 6,753
Repurchase of shares (5) -- 5 (404) -- -- (404)
Expenses in relation
to share issues -- (194) -- -- -- -- (194)
Expenses in relation
to prior year share
issues -- (5) -- (7) -- -- (12)
Realised losses on
disposal of investments -- -- -- -- (1,121) -- (1,121)
Investment holding
gains -- -- -- -- -- 14,966 14,966
Management fees charged
to capital -- -- -- -- (519) -- (519)
Revenue profit for
the year -- -- -- 268 -- -- 268
As at 31 March 2022 517 13,998 208 38,112 (14,207) 15,105 53,733
------------------------- -------------- -------- ----------- ------------- --------- ----------- --------
* Total distributable reserves at 31 March 2023 were
GBP2,431,000 (2022: GBP23,905,000).
Balance Sheet at 31 March 2023 Registered Number: 07289280
As at 31 As at 31
March 2023 March 2022
GBP'000 GBP'000
Fixed assets
Investments held at fair value
through profit or loss 19,951 46,231
Current assets
Debtors 170 442
Cash 5,437 7,214
5,607 7,656
Creditors
Amounts falling due within one
year (263) (154)
Net current assets 5,344 7,502
------------------------------- ----------- -----------
Net assets 25,295 53,733
------------------------------- ----------- -----------
Capital and reserves
Called-up share capital 568 517
Share premium 19,079 13,998
Capital redemption reserve 208 208
Distributable reserve 1,828 38,112
Capital reserve 603 (14,207)
Revaluation reserve 3,009 15,105
Equity shareholders' funds 25,295 53,733
------------------------------- ----------- -----------
Net asset value per share:
Ordinary Share 7.2p 107.3p
FWT Share 102.8p 97.4p
Cash Flow Statement for the year ended 31 March 2023
Year ended Year ended
31 March 2023 31 March 2022
GBP'000 GBP'000
Cash flow from operating activities
Deposit and similar interest received 30 1
Investment management fees paid (1,030) (676)
Performance incentive paid (2,767) --
Secretarial fees paid (173) (168)
Other cash payments (299) (230)
Net cash outflow from operating activities (4,239) (1,073)
-------------------------------------------- -------------- --------------
Cash flow from investing activities
Purchase of investments (10,146) (6,361)
Investments awaiting completion (100) --
Net proceeds on sale of investments 52,247 110
Investment income received 984 361
Net cash inflow/(outflow) from investing
activities 42,985 (5,890)
-------------------------------------------- -------------- --------------
Cash flow from financing activities
Proceeds of fund raising 5,239 6,699
Expenses of fund raising (98) (194)
Repurchase of own shares -- (404)
Equity dividends paid (45,664) --
Net cash (outflow)/inflow from financing
activities (40,523) 6,101
-------------------------------------------- -------------- --------------
Net outflow of cash in the year (1,777) (862)
-------------------------------------------- -------------- --------------
Reconciliation of net cash flow to movement
in net funds
(Decrease)/Increase in cash for the year (1,777) (862)
Net cash at start of year 7,214 8,076
Net cash at end of year 5,437 7,214
-------------------------------------------- -------------- --------------
Analysis of changes in net debt
At 1 April Other non-cash At 31 March
2022 Cash Flows changes 2023
GBP'000 GBP'000 GBP'000 GBP'000
Cash and cash equivalents
Cash 7,214 (1,777) -- 5,437
Notes to the Accounts
1. The audited Annual Financial Report has been prepared on the
basis of accounting policies set out in the statutory accounts of
the Company for the year ended 31 March 2023. All investments held
by the Company are classified as 'fair value through the profit and
loss'. Unquoted investments have been valued in accordance with
IPEVC guidelines, as updated in December 2022.
2. These are not statutory accounts in accordance with S436 of
the Companies Act 2006. The full audited accounts for the year
ended 31 March 2023, which were unqualified and did not contain any
statements under S498(2) or S498(3) of Companies Act 2006, will be
lodged with the Registrar of Companies. Statutory accounts for the
year ended 31 March 2023 including an unqualified audit report and
containing no statements under the Companies Act 2006 will be
delivered to the Registrar of Companies in due course.
3. Copies of the Annual Report will be sent to shareholders and
will be available for inspection at the Registered Office of the
Company at The Shard, 32 London Bridge Street, London, SE1 9SG and
can be accessed on the following website: www.foresightgroup.eu
4. Net asset value per share
Net asset value per Ordinary Share is based on net assets at the
year end of GBP2,477,000 (2022: GBP37,111,000) and on 34,593,623
Ordinary Shares (2022: 34,593,623), being the number of Ordinary
Shares in issue at that date.
Net asset value per FWT Share is based on net assets at the year
end of GBP22,818,000 (2022: GBP16,622,000) and on 22,200,316 FWT
Shares (2022: 17,058,716), being the number of FWT Shares in issue
at that date.
5. Return per share
Year ended 31 March Year ended 31 March
2023 2022
Ordinary Ordinary
Shares FWT Shares Shares FWT Shares
GBP'000 GBP'000 GBP'000 GBP'000
Total profit after taxation 11,034 1,064 13,344 250
Total profit per share (note
a) 31.9p 5.5p 38.3p 1.8p
Revenue profit/(loss) from ordinary
activities after taxation 72 (238) 462 (194)
Revenue profit/(loss) per share
(note b) 0.2p (1.2)p 1.3p (1.4)p
Capital gain from ordinary activities
after taxation 10,962 1,302 12,882 444
Capital gain per share (note
c) 31.7p 6.7p 37.0p 3.2p
Weighted average number of shares
in issue during the year 34,593,623 19,466,327 34,850,621 13,566,526
-------------------------------------- ---------- ---------- ---------- ----------
Notes:
a) Total profit/(loss) per share is total profit/(loss) after
taxation divided by the weighted average number of shares in issue
during the year.
b) Revenue profit/(loss) per share is revenue profit/(loss)
after taxation divided by the weighted average number of shares in
issue during the year.
c) Capital gain/(loss) per share is capital gain/(loss) after
taxation divided by the weighted average number of shares in issue
during the year.
6. The Annual General Meeting will be held at 12.30pm on 20
September 2023 at the offices of Foresight Group, The Shard, 32
London Bridge Street, London, SE1 9SG. Please refer to the formal
notice on page 76 of the Annual Report and Accounts for further
details in relation to this year's meeting.
7. Income
Year ended Year ended
31 March 31 March
2023 2022
GBP'000 GBP'000
Dividends receivable 264 484
Loan stock interest 362 417
Bank interest 30 1
656 902
--------------------- ---------- ----------
8. Investments held at fair value through profit or loss
2023 2022
GBP'000 GBP'000
Unquoted Investments 19,951 46,231
---------------------------------- -------- -------- --------
Ordinary FWT
Shares Shares
Fund Fund Company
GBP'000 GBP'000 GBP'000
Book cost at 1 April 2022 22,573 8,553 31,126
Investment holding gains 14,462 643 15,105
Valuation at 1 April 2022 37,035 9,196 46,231
Movements in the year:
Purchases at cost* 1,810 8,336 10,146
Disposal proceeds (52,247) -- (52,247)
Realised gains 27,917 -- 27,917
Investment holding (losses)/gains (13,692) 1,596 (12,096)
Valuation at 31 March 2023 823 19,128 19,951
---------------------------------- -------- -------- --------
Book cost at 31 March 2023 53 16,889 16,942
Investment holding gains 770 2,239 3,009
Valuation at 31 March 2023 823 19,128 19,951
---------------------------------- -------- -------- --------
*Purchases at cost for the Ordinary Shares represents costs
incurred in relation to the disposal of the Ordinary Shares
portfolio.
9. Transactions with the Investment Manager
Foresight Group LLP was appointed as Investment Manager in
January 2020 and earned fees of GBP1,053,000 in the year ended 31
March 2023 (2022: GBP692,000). A performance fee of GBP2,767,000
was paid during the year (2022: nil).
Foresight Group LLP is the Company Secretary (appointed in
November 2017) and received accounting and company secretarial
services fees of GBP173,000 (2022: GBP169,000), during the
year.
At the balance sheet date there was GBP35,000 (2022: GBP49,000)
due from Foresight Group LLP. No amounts have been written off in
the year in respect of debts due to or from the Investment
Manager.
END
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