TIDMNCA2
Company number: 06054576
New Century AIM VCT2 plc
31st December 2022
Audited Report and Accounts for the year to 31st December
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 11
Directors' Report 12
Directors' Remuneration Report 16
Corporate Governance 18
Independent Auditor's Report 22
Statement of Comprehensive Income 30
Balance Sheet 31
Statement of Changes in Equity 32
Cash Flow Statement 33
Notes to the Financial Statements 34-44
Shareholder Information 45
Financial Summary
Year ended Year ended
31 December 31 December
2022 2021
Revenue return per share (pence) for the
year (1.80) (0.85)
Total return per share (pence) for the year (32.01) 23.28
Proposed dividends per share (pence) 2.50 4.00
Net asset value per share (pence) 47.62 83.34
Cumulative value of shareholder investment
(net asset value plus cumulative dividends
per share) (pence) 75.58 107.30
Shareholders' funds (GBP'000) 2,413 3,840
Chairman's Statement
The Net Asset Value (NAV) performance of your fund for the year
decreased by 42.9% to 47.62p, compared to the FTSE AIM All-Share
index which declined by 31.7% over the same period. It should be
noted that whilst the portfolio underperformed the index in the
period, the one sector that had performed well in the period was
energy, such as oil and gas companies, but your fund is restricted
from investing in this area.
We recognise the importance of tax-free income to our
shareholders and the Board is therefore proposing that we pay a
dividend of 2.5p per share in respect of the year ended 31 December
2022. A 2.5p dividend represents a yield of 4.4% based on the
fund's mid-price of 57p on 31 December 2022.
The fund has made nine further qualifying investments (relating
to eight companies) in the period and we are pleased with their
progress. We made twenty-five sales (relating to ten companies)
where we either exited or top-sliced a holding.
2022 turned out to be a difficult year for most equity markets,
particularly those of smaller companies. The invasion of Ukraine by
Russia, whilst devasting for those directly involved, created a
large increase in energy costs resulting in implications for the
economy, many corporates and households. The result on the economy
of rising inflation was met by Central Banks across the world
raising interest rates which tightened the availability of
capital.
We have also witnessed many Institutions experience redemptions
which has put pressure on many companies share prices as some
companies' shares have been sold to meet such redemptions. This can
be frustrating as a company may indeed be performing well
operationally but has seen downward pressure on its share price in
the short term as, due to a lack of liquidity in the Market, the
selling of its shares causes a disproportionate decline in its
share price.
We hope that the effects that have caused some of the
difficulties in 2022 will start to abate in 2023 as inflation
starts to decline and that we appear to be near the top of the
interest rate cycle, with some commentators thinking we will see
interest rates decline towards the end of this year and into 2024.
This should prove to be positive for equity markets and therefore
gives us some optimism moving forwards.
We continue to invest in a wide spread of established companies
across a variety of sectors within the fund which should help
mitigate some of the risk across the portfolio.
Geoffrey Gamble 25 April 2023
Details of Directors
Chairman - Geoffrey Gamble (Aged 64)
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 Ltd 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.
Michael Barnard (Aged 72)
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.
Ian Cameron-Mowat (Aged 72)
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 53)
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 4(th) Floor,
50 Mark Lane
London
EC3R 7QR
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 Wedlake Bell LLP
71 Queen Victoria Street
London
EC4V 4AY
Investment Manager and Broker Oberon Investments Limited
1(st) Floor
12, Hornsby Square
Southfields Business Park
Basildon
SS15 6AD
Auditor Moore Kingston Smith LLP
9 Appold Street
London
EC2A 2AP
Directors
Geoffrey Gamble (Chairman)
Michael David Barnard
Ian Cameron-Mowat
Simon Like
All directors are non-executive.
Audit Committee:
Geoffrey Gamble (Chairman)
Ian Cameron-Mowat
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 4 April 2007 and
has been granted approval by His 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 have managed the affairs of the company with the
intention that it will qualify for approval by His Majesty's
Customs & Revenue as a Venture Capital Trust for the purposes
of Section 842AA of the Income and Corporation Taxes Act 1988 ('the
Act'). 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
Your fund's NAV decreased by 42.9% to 47.62p, compared to the
FTSE AIM All Share index which declined by 31.7% over the same
period. The net asset value of the fund plus cumulative dividends
per share declined by 29.6% to 75.58p.
The fund made nine qualifying investments (comprising eight
companies) in the period, investing in Clean Power Hydrogen plc,
Destiny Pharma plc, Intelligent Ultrasound plc, Seeen plc, Strip
Tinning Holdings plc, Sulnox Group plc, Truspine Technologies plc
and Verici Dx plc.
We made twenty-five disposals (relating to ten companies) where
we either exited or top-sliced a holding.
The war in the Ukraine impacted the economic environment
throughout 2022. The introduction of severe financial sanctions on
Russia caused disruption with supply chains and led to a high rise
in energy costs. This resulted in a high inflation environment that
dominated the thoughts of Central Bankers who started a succession
of interest rate rises throughout the year. In such an environment
most equities tend to not perform well, and we experienced a lack
of liquidity in many smaller companies where a small amount of
selling would have a disproportionately large impact on share
prices. We also had the unusual circumstances of having 3 Prime
Ministers in the year, where borrowing costs rose sharply when
former Prime Minister and her Chancellor announced a mini budget in
October that spooked global investors, resulting in a run-on
Sterling and sent gilt markets into freefall.
That said, your fund has a diverse spread of investments across
many different sectors to give it good diversification, although we
are restricted from investing in most energy and mining companies
which have been strong performing sectors in the period.
We are cautiously optimistic for the year ahead as we think
inflationary pressures are starting to ease and is expected to fall
throughout this year. This coupled with expectations of interest
rates peaking and indeed declining towards the end of 2023 and into
2024 should be beneficial for equities.
Investment Objective
New Century AIM VCT 2 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 its
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 18 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 Social and Governance (ESG) and Considerations
The Board seeks to maintain high standards of conduct with
respect to environmental, social and governance issues and to
conduct the Company's affairs responsibly. The Company does not
have any employees or offices and so the Board does not maintain
any specific policies regarding employee, human rights, social and
community issues but does expect the Investment Manager to consider
them when fulfilling its role. As the Company used less than 40MWh
of energy during the period it is exempt from the Streamlined
Energy and Carbon Reporting requirements. The Company, whilst
exempt, continues to monitor and develop its approach to the
recommendations of the Task Force on Climate related Financial
Disclosures (TCFD). The management of the Company's investment
portfolio has been delegated to its Investment Manager Oberon
Investments Limited. The Company has not instructed the Investment
Manager to include or exclude any specific types of investment on
ESG grounds. However, it expects the Investment Manager to take
account of ESG considerations in its investment process for the
selection and ongoing monitoring of underlying investments.
Exposure to climate related risks is considered on a deal-by-deal
basis by the Investment Manager. This includes the physical risks
and impacts of climate change where this has been identified as a
material issue. The Investment Manager also looks for investment
opportunities in companies that are well positioned to benefit from
the transition to a lower carbon economy.
The Board has also given the Investment Manager discretion to
exercise voting rights on resolutions proposed by investee
companies.
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 31 December 2025.
Key performance indicators
The financial key performance indicators are set out in the
financial summary on page 1.
Geoffrey Gamble 25 April 2023
Investment Portfolio
Security Cost Valuation % %
31/12/2022 Cost Valuation
Qualifying Investments 3,444,643 2,157,452 88.57 84.81
Non-qualifying Investments 90,563 32,664 2.33 1.28
3,535,206 2,190,116 90.90 86.09
Uninvested funds 353,862 353,862 9.10 13.91
3,889,068 2,543,979 100.00 100.00
Qualifying Investments
AIM Quoted
Abingdon Health plc 35,218 2,369 0.91 0.09
Access Intelligence plc 10,053 17,250 0.26 0.68
Actual Experience plc 63,174 838 1.62 0.03
AFC Energy plc 50,254 57,781 1.29 2.27
Arecor Therapeutic plc 12,818 12,977 0.33 0.51
Audioboom Group plc 41,758 73,346 1.07 2.88
Belluscura plc 52,263 75,457 1.34 2.97
Blackbird plc 18,845 52,500 0.48 2.06
Brighton Pier Group plc 35,379 14,366 0.91 0.56
C4X Discovery Holdings plc 35,179 41,883 0.90 1.65
Clean Power Hydrogen plc 50,253 33,333 1.29 1.31
Cloudbuy plc 41,896 0 1.08 0.00
Coral Products plc 25,104 29,600 0.65 1.16
Creo Medical Group plc 20,504 6,711 0.53 0.26
CyanConnode Holdngs plc 204,219 10,673 5.25 0.42
Deepmatter plc 50,253 1,033 1.29 0.04
Deepverge plc 93,203 2,505 2.40 0.10
Destiny Pharma plc 175,882 174,250 4.52 6.85
Diaceutics plc 10,314 10,125 0.27 0.40
DP Poland plc 25,631 13,770 0.66 0.54
ECSC Group plc 20,104 9,091 0.52 0.36
Falanx Group Ltd 85,234 23,863 2.19 0.94
Feedback plc 100,511 56,095 2.58 2.20
Fusion Antibodies plc 7,540 3,500 0.19 0.14
Gfinity plc 33,229 8,006 0.85 0.31
Immotion Group plc 95,486 29,491 2.46 1.16
I-Nexus Global plc 30,153 1,139 0.78 0.04
Inspired Energy plc 33,641 71,400 0.87 2.81
Intelligent Ultrasound Group
plc 134,808 98,061 3.47 3.85
Kinovo plc 52,465 28,800 1.35 1.13
Libertine Holdings plc 125,628 87,500 3.23 3.44
Location Sciences Group plc 72,643 3,491 1.87 0.14
Loopup Group plc 15,078 600 0.39 0.02
Lunglife AI Inc 20,104 9,091 0.52 0.36
M.Winkworth plc 56,280 105,000 1.45 4.13
Security Cost Valuation % %
31/12/2022 Cost Valuation
Qualifying Investments
AIM Quoted
Marechale Capital plc 75,752 15,000 1.95 0.59
Microsaic Systems plc 142,261 979 3.66 0.04
Mirriad Advertising plc 30,154 3,376 0.78 0.13
MyHealthChecked plc 103,202 87,222 2.65 3.43
N4 Pharma plc 40,204 7,200 1.03 0.28
Pelatro plc 25,128 4,400 0.65 0.17
PHSC plc 50,256 32,000 1.29 1.26
Polarean Imaging plc 7,539 27,950 0.19 1.10
Property Franchise Group plc 45,482 90,458 1.17 3.56
Quixant plc 8,091 28,000 0.21 1.10
Rosslyn Data Technologies
plc 23,219 665 0.60 0.03
Scancell Holdings plc 45,233 80,113 1.16 3.15
SEEEN plc 100,511 56,667 2.58 2.23
Solid State plc 35,247 199,976 0.91 7.86
SRT Marine Systems plc 4,524 11,500 0.12 0.45
Strip Tinning plc 15,890 5,127 0.41 0.20
Sysgroup plc 45,232 20,475 1.16 0.80
TP Group plc 160,062 16,081 4.12 0.63
Trellus Health plc 25,128 5,938 0.65 0.23
Tristel plc 1,651 15,200 0.04 0.60
Verici Dx plc 101,505 39,991 2.61 1.57
XP Factory plc 31,006 3,987 0.80 0.16
Yourgene Health plc 40,204 698 1.03 0.03
Yu Group plc 20,504 55,571 0.53 2.18
3,113,086 1,974,467 80.04 77.62
AQSE Quoted
Sulnox Grp plc 135,786 118,388 3.49 4.65
Truspine Technology plc 100,283 46,950 2.58 1.85
236,069 165,338 6.07 6.50
Unlisted Investments
Anglo African Oil & Gas plc 65,329 0 1.68 0.00
LightwaveRF plc 30,159 17,647 0.78 0.69
95,488 17,647 2.46 0.69
Total qualifying investments 3,444,643 2,157,452 88.57 84.81
Security Cost Valuation % %
31/12/2022 Cost Valuation
Non-qualifying Investments
AIM Quoted
Audioboom Group plc 1,163 434 0.03 0.02
Rotala plc 27,683 24,360 0.72 0.96
Tristel plc 60 380 0.00 0.01
28,906 25,174 0.75 0.99
UK listed
Twentyfour Income Fund Ltd 9,852 7,490 0.25 0.29
9,852 7,490 0.25 0.29
Unlisted Investments
China Food Co plc 31,547 - 0.81 -
Mar City plc 10,053 - 0.26 -
Sorbic International plc 10,205 - 0.26 -
51,805 - 1.33 -
Total non-qualifying
investments 90,563 32,664 2.33 1.28
Top Ten Investments
Security Cost Valuation %
Solid State plc 35,247 199,976 7.86
Destiny Pharma plc 175,882 174,250 6.85
Sulnox Grp plc 135,786 118,388 4.65
M.Winkworth plc 56,280 105,000 4.13
Intelligent Ultrasound Group plc 134,808 98,061 3.85
Property Franchise Group plc 45,482 90,458 3.56
Libertine Holdings plc 125,628 87,500 3.44
MyHealthChecked 103,202 87,222 3.43
Scancell Holdings plc 45,233 80,113 3.15
Belluscura plc 52,263 75,457 2.97
909,811 1,116,425 43.89
The investments tabulated above are expressed as a percentage by
valuation of the Company's investment portfolio including
uninvested cash.
Directors' Report
The directors present their report and the audited accounts for
the year to 31 December 2022.
Corporate Governance
The Corporate Governance report on pages 18 to 21 forms part of
the directors' report.
Results and dividend
Year to Year to
31 December 2022 31 December 2021
Revenue Capital Revenue Capital
GBP'000 GBP'000 GBP'000 GBP'000
Return on ordinary
activities after taxation (90) (1,505) (39) 1,112
Appropriated as follows:
Final dividend paid in
respect of prior year
Revenue -- 4.00p (7.00p) per
share (203) - (322) -
Capital -- 0.00p (0.00p)
per share - - - -
Transfers to reserves (293) (1,505) (361) 1,112
Directors
The directors of the Company who served throughout the year and
their interests in the issued ordinary shares of 10p of the Company
are as follows:
Year ended Year ended
31 December 2022 31 December 2021
Michael David Barnard 517,498 517,498
Geoffrey Gamble 111,550 106,550
Peter William Riley - 3,000
Ian Cameron-Mowat 67,065 67,065
Simon Like 145,800 145,800
Peter William Riley passed away on 19 October 2022. All of the
other directors' share interests shown above are held beneficially.
There have been no changes in the other directors' share interests
between 31 December 2022 and the date of this report.
Brief biographical notes on the directors are given on page 3.
The director, retiring in accordance with the Company's Articles of
Association, is Simon Like, who being eligible will offer himself
for re-election at the forthcoming annual general meeting.
Management
Oberon Investments Limited has acted as Investment Manager to
the Company since inception. The principal terms of the Investment
Management Agreement are set out in Note 6 to the Accounts.
Substantial shareholdings
The Company has been notified, in accordance with Chapter 5 of
FCA's Disclosure and Transparency Rules, of the under noted
interests, as at 31 December 2022, of the shareholders who own 3.0%
or more of the Company's shares.
MD Barnard 517,498 10.2%
N Shanks 405,057 8.0%
Evelyn Partners 306,409 6.0%
D Poutney 294,745 5.8%
Oberon Investments Limited (beneficial) 269,629 5.3%
Oberon Investments Limited (non-beneficial) 247,539 4.9%
IA Houston 200,000 3.9%
DM Trotman 180,000 3.6%
JR Atkinson 152,365 3.0%
Acquisition of own shares
During the year the Company did not make any acquisition of its
own shares.
Structure, rights and restrictions concerning the Company's
share capital
At the start of the Company's financial year there were
4,606,953 ordinary shares in issue. On 9 March 2022 the Company
issued 460,690 new shares, leaving a total of 5,067,643 shares in
issue at the end of the financial 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 are no 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
director being re-elected annually at the AGM.
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 events 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 four 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 (i.e. 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 19 in these Financial Statements.
The Board regularly disseminates information to shareholders,
including monthly NAV calculations and, where necessary,
directorate changes, through RNS releases on the London Stock
Exchange. Shareholders receive the Annual Report and Accounts which
aims to give shareholders a full understanding of the Company's
operations and investments. This information, together with the
interim accounts and other shareholder information is also released
to the market via the London Stock Exchange RNS process.
The Board has delegated the monitoring of its portfolio
companies to the Investment Manager, which engages with investee
companies through regular company meetings as part of its
investment process. The Board has also given the Investment Manager
discretionary authority to vote on investee company resolutions on
its behalf as part of its approach to corporate governance.
During the period the Board received sufficient information to
enable it to understand the interests and views of the Company's
key stakeholders, investors and service providers to the Company,
including from the auditor, lawyers and its registrar.
Some of the key decisions made by the Company during the year
that required the Board to take into consideration section 172
factors include:
-- On 2 March 2022 the Company issued an offer for subscription of shares,
and allowed new and existing shareholders to invest in the Company.
-- The Board looks to create shareholder value and during the year
dividends totalling 4.0p were paid to shareholders.
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 non-qualifying 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 18, in preparing the financial
statements.
Auditor
As previously announced, the Company appointed Moore Kingston
Smith on 13 July 2022, following the resignation of its previous
auditor, and intends to recommend that Moore Kingston Smith LLP be
re-appointment at this year's AGM.
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
Geoffrey Gamble 25 April 2023
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
chairman, 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 chairman,
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, with the exception
of the chairman, 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 31 December
2022 and 31 December 2021 is set out in the Financial Summary on
page 1.
By Order of the Board
Geoffrey Gamble 25 April 2023
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 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 accounts, the Company has adequate resources
to continue in operational existence for the foreseeable future.
For this reason, they continue to adopt the going concern basis in
preparing the accounts. 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 94% from its value as at 31 March 2022 (being the latest month
end valuation) of GBP1.9m (excluding cash of GBP236.1k), 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-executives and who have had relevant experience with
quoted companies prior to their appointment. The Chairman is
Geoffrey Gamble. Biographical details of all Board members are
shown on page 3.
The directors are subject to re-election at each AGM by
rotation, except in the AGM following the appointment of a new
director when that new director's appointment will also be subject
to shareholder approval.
During the year the following were held:
6 full board meetings 2 Audit Committee meetings
All members attended the meetings. All members attended the meeting.
All directors 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 and it was therefore not
thought necessary to provide further training in respect of their
obligations and duties.
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 it presents a balanced and
understandable assessment of the Company's position and prospects.
The Audit Committee meets twice a year. Under the chairmanship of a
non-executive director, its membership comprises some of the other
non-executive directors. During the year the Audit Committee was
chaired by Mr Gamble. The Audit Committee reviews the accounts 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 Moore
Kingston Smith LLP and the Company will be recommending their
reappointment at the AGM.
The investment manager is authorised and regulated by the
Financial Conduct Authority and the directors have an opportunity
to review their own auditors' review of their 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 directors' statement of responsibilities for preparing the
financial statements is set out on page 20, and a statement by the
auditors about their reporting responsibilities is set out in the
Auditor's Report on pages 27 and 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 directions of the Governance 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 31 December 2022 with the requirements 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 independent directors, as defined by
the Governance Code issued in July 2018. The board consider that
Messrs. Gamble, Barnard and Cameron-Mowat are independent in
character and judgement and there are no relationships or
circumstances which are likely to, 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 chaired by Geoffrey Gamble, Chairman
of the Board of directors, whom the board regard as independent
despite recommendations to the contrary in the Governance Code due
to his being Chairman of the Board of directors.
8. The non-executive directors do not have service contracts,
whereas the recommendation is for fixed term renewable
contracts.
9. 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 annual general meeting.
Statement of directors' responsibilities
United Kingdom company law requires the directors to prepare
financial statements for each financial year. Under that law the
directors have elected to prepare the financial statements in
accordance with United Kingdom Generally Accepted Accounting
Practice ("GAAP"), including Financial Reporting Standard 102 --
"The Financial Reporting Standard Applicable in the United Kingdom
and Republic of Ireland" ("FRS102"), (United Kingdom accounting
standards and applicable law). Under company law the directors are
required to prepare financial statements 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 period.
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;
-- prepare the financial statements on the going concern basis unless it
is inappropriate to presume that the company will continue in business;
and
The directors are responsible for ensuring that adequate
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.
The directors are responsible for the maintenance and integrity
of the Company's website, which is currently being developed.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions. The Company also releases information to
Companies House and also to the London Stock Exchange via its
Regulated News Service.
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;
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
Geoffrey Gamble 25 April 2023
Independent Auditor's Report to the members of New Century AIM
VCT 2 plc
Opinion
We have audited the financial statements of New Century AIM VCT
2 plc for the year ended 31 December 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 Company's affairs as of 31 December
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.
An overview of the scope of our 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 communicated 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
judgement, 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, 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.
We have determined the matters described below to be the key
audit matters to be communicated in our audit report.
Key Audit Matters How our scope addressed this matter
Valuation of Investments and Our audit work included, but was not
recognition of realised gains and restricted to: Testing the value of
losses (note 12) There is a risk that the year-end investments by reference
unrealised gains and losses in the to third-party market price
year have been incorrectly recorded. information. Agreeing the purchase and
There is also a risk that the carrying sale of investments to contract notes
value of the investments is incorrect and cash movements on a sample basis.
and an additional risk that the number Recalculating the realised gains and
of shares held in those investments losses on the sale of investments for
are misstated. The investment both the individual transactions on a
portfolio at the year-end had a sample basis and for the total
carrying value of GBP2,190,000 (2021: portfolio. Recalculating the movement
GBP3,771,000) comprising predominately in unrealised gains and losses for
quoted investments. arithmetical accuracy and validating
by reviewing the opening costs to
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 the total
portfolio market price. Agreeing
ownership of investee shares to share
certificates, Crest (third party
database) or other third-party sources
such as Fame. Confirming that the
accounting policy and the disclosures
in the financial statements on fixed
asset investments held at fair value
through profit or loss have been
correctly presented. Key observations:
Based on the procedures performed we
did not identify any unadjusted
material misstatements in the
valuation of the Company's investment
portfolio as at the year end. The
identified audit adjustment amounted
to GBP15,882 and has been reflected in
the financial statements.
Non-compliance with laws and Our audit work included, but was not
regulations As the entity is both restricted to: Reviewing the design
listed on the London Stock Exchange and implementation of controls around
and a VCT, there are additional laws the ongoing internal assessment and
and regulations which it must follow. monitoring of compliance to VCT rules.
A potential breach of the listing Obtaining an understanding of the
rules and VCT regulations may lead to processes adopted and evidence the
the entity losing its VCT status and work completed by the Investment
its associated tax benefits. 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. We reviewed each of the
conditions in order to assess whether
it had been met as at the year end.
Confirming that there were no breaches
in relation to listing rules. Key
observations: Based on our review of
the documentation maintained, we
confirmed the Company was in
compliance with the listing and VCT
rules during the period and at the
year end. Additionally, 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 were influenced by our
assessment and application of materiality. We define materiality as
the magnitude of misstatement that could reasonably be expected to
influence the readers and the economic decisions of the users of
the financial statements. We use materiality to determine the scope
of our audit and the nature, timing, and extent of our audit
procedures and to evaluate the effect of misstatements, both
individually and on the financial statements as a whole. We apply
the concept of materiality both in planning and performing our
audit, and in evaluating the effect of misstatements.
Based on our professional judgement we determined materiality
for the 2022 financial statements as a whole and performance
materiality as follows:
Financial statements
Materiality GBP25,278
Basis for determining materiality 1% of Gross Assets, prior to audit
adjustments
Rational for the benchmark applied Due to the nature of the VCT's purpose
being to investment to obtain capital
growth and dividend income, gross
assets have been used to calculate
materiality. We have chosen gross
assets as the Company's investment
portfolio, which we considered to be
the key driver of the Company's total
return performance and forms part of
the net asset value calculation. We
have chosen this benchmark, a
generally accepted auditing practice
for Venture Capital Trust audits, as
we believe this provides an
appropriate year-on-year basis for our
audit.
Performance materiality GBP12,639
Basis for determining performance 50% of Overall materiality
materiality
Rational for the benchmark applied We considered a number of factors --
the history of misstatements, risk
assessment and aggregation risk and
the effectiveness of controls. We
concluded that this amount was
appropriate.
Trivial:
We agreed with the Audit Committee that we would report to them
all individual audit differences in excess of GBP1,264. We also
agreed to report differences below this threshold that, in our
view, warranted reporting on qualitative grounds.
Conclusions related to going concern
In auditing the financial statements, we have concluded that the
Director's use of the going concern basis of accounting in the
preparation of financial statements is appropriate. Our evaluation
of the Director's assessment of the Company's ability to continue
to adopt the going concern basis of accounting included the
following procedures:
-- We assessed the appropriateness of the long-term viability assessment
model used by the Directors when performing their going concern
assessment, including subjecting the going concern model to checks of
mechanical accuracy of the underlying formulae including those used in
the Directors' approach.
-- 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 and examined and confirmed the
Directors' assessment of the liquidity of the AIM listed shares.
-- We 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.
-- We compared the prior year forecast against current year actual
performance to assess management's ability to forecast accurately.
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 the Company's reporting on how it has applied the UK
Corporate Governance Code, 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
auditor's 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 there is 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 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
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept, 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
We have reviewed 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 Code specified for our
review by the Listing Rules.
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 and 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 pages 15, 18 and 34;
-- 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;
-- Director's statement on whether it has a reasonable expectation that
the Company will be able to continue in operation and meets its
liabilities set out on pages 15 and 21;
-- Directors' statement on fair, balanced and understandable set out on
page 21;
-- Board's confirmation that it has carried out a robust assessment of the
emerging and principal risks set out on page 7;
-- Section of the annual report that describes the review of effectiveness
of risk management and internal control systems set out on page 19; and
-- Section describing the work of the audit committee set out on page 18.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities
Statement set out on page 20, 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
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities is available on
the FRC's website at Auditor's Responsibilities for the Audit |
Financial Reporting Council (frc.org.uk)
This description forms part of our auditor's report.
Explanation as to what extent the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud is detailed below.
The objectives of our audit in respect of fraud, are; to
identify and assess the risks of material misstatement of the
financial statements due to fraud; to obtain sufficient appropriate
audit evidence regarding the assessed risks of material
misstatement due to fraud, through designing and implementing
appropriate responses to those assessed risks; and to respond
appropriately to instances of fraud or suspected fraud identified
during the audit. However, the primary responsibility for the
prevention and detection of fraud rests with both management and
those charged with governance of the Company.
Our approach was as follows:
-- We obtained an understanding of the legal and regulatory requirements
applicable to the company and considered that the most significant are
the Companies Act 2006, FRS 102, Compliance with HMRC conditions for
approved VCT Status, and UK taxation legislation.
-- We obtained an understanding of how the Company complies with these
requirements by discussions with management and those charged with
governance.
-- We assessed the risk of material misstatement of the financial
statements, including the risk of material misstatement due to fraud and
how it might occur, by holding discussions with management and those
charged with governance.
-- We inquired of management and those charged with governance as to any
known instances of non-compliance or suspected non-compliance with laws
and regulations.
-- Based on this understanding, we designed specific appropriate audit
procedures to identify instances of non-compliance with laws and
regulations. This included making enquiries of management and those
charged with governance and obtaining additional corroborative evidence
as required.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial
statements. 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.
Other matters which we are required to address
We were appointed by the Audit Committee of New Century AIM VCT
2 plc on 6 July 2022 to audit the financial statements for the year
ending 31 December 2022. Our total uninterrupted period of
engagement is one year, covering the year ending 31 December
2022.
The non-audit services prohibited by the FRC's Ethical Standard
were not provided to the Company and we remain independent of the
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 for no purpose other than to
draw to the attention of the Company's members those matters which
we are required to include in an auditor's report addressed to
them. To the fullest extent permitted by law, we do not accept or
assume responsibility to any party other than the Company and the
Company's members as a body, for our work, for this report, or for
the opinions we have formed.
Mital Shah (Senior Statutory Auditor)
for and on behalf of Moore Kingston Smith LLP
Chartered Accountants
Statutory Auditor 6th Floor
9 Appold Street
London
EC2A 2AP
Statement of Comprehensive Income
(incorporating the revenue account)
for the year to 31 December 2022
Year ended Year ended
31 December 2022 31 December 2021
Revenue Capital Total Revenue Capital Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Gains/(losses)
on investments
- realised 12 - (2) (2) - 427 427
- unrealised 12 - (1,481) (1,481) - 714 714
Income 5 27 - 27 28 - 28
Investment
management fee 6 (7) (22) (29) (10) (30) (40)
Other expenses 7 (110) - (110) (57) - (57)
______ ______ ______ ______ ______ ______
(Loss)/return on
ordinary
activities
before
taxation (90) (1,505) (1,595) (39) 1,112 1,073
Tax charge on
ordinary
activities 9 - - - - - -
______ ______ ______ ______ ______ ______
(Loss)/return on
ordinary
activities
after taxation (90) (1,505) (1,595) (39) 1,112 1,073
======= ======= ======= ======= ======= ======
(Loss)/return
per ordinary
share (pence) 11 (1.80) (30.21) (32.01) (0.85) 24.13 23.28
======= ======= ======= ======= ====== ======
The notes on pages 34 to 44 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 that shown
above, the Company had no recognised gains or losses. Accordingly,
the above represents the total comprehensive income for the
year.
Balance Sheet
at 31 December 2022
As at As at
31 December 2022 31 December 2021
Note GBP'000 GBP'000
Fixed assets
Investments 12 2,190 3,771
Current assets
Debtors 15 354 88
Current liabilities
Creditors: amounts falling
due within one year 16 (131) (20)
2,413 3,840
Capital and reserves
Called up share capital 17 507 461
Share premium 382 57
Capital redemption reserve 171 171
Special distributable
reserve 2,915 3,118
Capital reserve --
realised (62) (236)
Capital reserve --
unrealised (1,345) 334
Revenue reserve (155) (65)
Total equity shareholders'
funds 2,413 3,840
Net asset value per 18 47.6p 83.3p
ordinary share
The financial statements on pages 30 to 44 were approved by the
Board of Directors on 25 April 2023 and were signed on its behalf
by:
Geoffrey Gamble
Chairman
Company's registered number: 06054576
Statement of Changes in Equity
for the year to 31 December 2022
Called-up Share Capital Special Capital Capital
share premium redemption distributable reserve reserve 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 01/01/22 461 57 171 3,118 (236) 334 (65) 3,850
Share issue 46 325 - - - - - 371
Realised loss on
disposals - - - - (2) - - (2)
Unrealised
(losses)/gains - - - - - (1,481) - (1,481)
Transfer of
unrealized gain
to realised - - - - 199 (199) - -
Net revenue
before tax - - - - - - (90) (90)
Capital element
of investment
management fee
Dividends paid - - - (203) - - - (203)
As at 31/12/2022 507 382 171 2,915 (62) (1,345) (155) 2,413
As at 01/01/21 461 57 171 3,440 (605) (408) (26) 3,090
Realised gains
on disposals - - - - 427 - - 427
Unrealised
(losses)/gains - - - - - 714 - 714
Transfer of
unrealised loss
to realised - - - - (28) 28 - -
Net revenue
before tax - - - - - - (39) (39)
Capital element
of investment
management fee - - - - (30) - - (30)
Dividends paid - - - (322) - - - (322)
As at 31/12/21 461 57 171 3,118 (236) 334 (65) 3,840
The notes on pages 34 to 44 form an integral part of these
financial statements.
Cash Flow Statement
for the year to 31 December 2022
As at As at
31 December 2022 31 December 2021
Note GBP'000 GBP'000
Cash flow from operating
activities
Cash outflow from
operations 21 (28) (96)
Net cash outflow from
operating activities (28) (96)
Cash flows from investing
activities
Investment income 27 28
Net cash from investing
activities 27 28
Cash flows from financing
activities
Sale of investments 596 906
Purchase of investments (498) (485)
Dividend paid (203) (322)
Share capital issued 371 -
Net cash from financing
activities 266 99
Net increase in cash and
cash equivalents Cash and 265 31
cash equivalents at the
beginning of year 88 57
Cash and cash equivalents
at the end of year (held
by Investment Manager) 354 88
The notes on pages 34 to 44 form an integral part of these
financial statements.
All cash flows are transacted 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 31 December 2022
1. Company information
New Century AIM VCT 2 PLC is a UK incorporated public limited
company whose registered office is:
4th Floor
50 Mark Lane
London EC3R 7QR
New Century AIM VCT 2 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 and to pay tax free dividends when appropriate 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 2021)'.
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 18, 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
approximately 99% of its total assets, are stated at market value
based on either the closing bid prices of the London Stock Exchange
or using recent placing values where not quoted, 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 accounts.
4. Accounting policies
Accounting policies have been applied consistently throughout
the year and in the prior year.
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.
4. Accounting policies (continued)
Investments (continued)
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 either looking at
recent share transactions (e.g. placings) or by using valuation
techniques.
There has been one transfer between these classifications in the
year (2021: none) relating to LightwaveRF plc, which has been moved
from Level 1 (quoted investment) to Level 3 (an unquoted
investment). The change in fair value for the current and previous
year is recognised through the profit or loss account.
Current asset investments
No current asset investments were held at 31 December 2022 or 31
December 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.
Investment 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.
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,
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
Any tax 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. Investment income
Year ended Year ended
31 December 2022 31 December 2021
GBP'000 GBP'000
Income
Dividends from UK companies 27 28
Total income 27 28
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
31 December 2022 31 December 2021
Revenue Capital Revenue Capital
GBP'000 GBP'000 GBP'000 GBP'000
Investment management fees 7 22 10 30
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 12 March 2007, 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 31
March, 30 June, 30 September and 31 December. During the year ended
31 December 2022, the fee payable to Oberon Investments Limited
equated to 1% per annum of net assets. No performance fee is
payable.
The investment management agreement was for a minimum period of
three years from 1 September 2017, subject to a trade-off clause
that if Simon Like 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
31 December 2022 31 December 2021
GBP'000 GBP'000
Administrative and secretarial
services 49 27
Auditor's remuneration 27 13
Regulatory fees 34 17
110 57
8. Directors' remuneration
The chairman received GBP5,000 remuneration in the year (2021:
GBP5,000). No other remuneration has been paid or is payable for
the year to 31 December 2022 or in respect of the prior year.
9. Tax charge on ordinary activities
Year ended Year ended
31 December 2022 31 December 2021
Revenue Capital Revenue Capital
GBP'000 GBP'000 GBP'000 GBP'000
United Kingdom tax based on
the taxable profit for the
year
- Current year - - - -
- Prior year - - - -
- - - -
Factors affecting tax
charge for the year
Return on ordinary
activities before taxation (90) (1,505) (39) 1,112
Tax on above at the standard
company rate of 19% (2021:
19%) (17) (286) (7) 211
UK dividends not subject to
corporation tax (5) - (5) -
Realised (gains)/losses not
taxable - - - (81)
Unrealised (gains)/losses
not taxable - 281 - (136)
Non allowable expenses - - - -
Unutilised/(utilised) losses 22 5 12 6
Current tax charge for the - - - -
year
The Company has unrelieved losses amounting to approximately
GBP1,200,000 (2021: GBP1,062,000) 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
recoverability is not sufficiently certain.
10. Dividends paid
Year ended Year ended
31 December 2022 31 December 2021
GBP'000 GBP'000
Final dividend paid in respect of
previous year 203 322
203 322
The directors declared a final dividend of 4.0p per share
(amounting to GBP203k) in respect of the year ended 31 December
2021 and this was paid during 2022. The directors declared a final
dividend of 7.0p per share (amounting to GBP322k) in respect of the
year ended 31 December 2020 and this was paid during 2021.
11. Return per ordinary share
The revenue loss, per ordinary share, of 1.80p (2021: 0.85p), is
based on the net loss on ordinary activities after taxation of
GBP89,843 (2021: loss of GBP38,995) and on 4,981,816 (2021:
4,606,953) ordinary shares, being the weighted average number of
ordinary shares in issue during the year.
The total loss per ordinary share of 32.01p (2021: return of
23.28p per share) is based on a net loss after taxation of
GBP1,594,628 (2021: return of GBP1,072,540) and on 4,981,816 (2021:
4,606,953) ordinary shares, being the weighted average number of
ordinary shares in issue during the year.
12. Fixed asset investments at valuation
As at As at
31 December 2022 31 December 2021
GBP'000 GBP'000
UK listed 8 95
AIM 1,999 3,600
AQSE 165 76
Unlisted 18 -
2,190 3,771
Movements (castings affected by roundings) in investments,
including realised and unrealised gains and losses, during the year
are summarised as follows:
Year ended 31 December 2022
UK Listed AIM AQSE Un-listed Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Value at 1 January
2022 95 3,600 76 - 3,771
Purchases - 348 150 - 498
Transfers - (3) - 3 -
95 3,945 226 3 4,269
less: Sales
proceeds (101) (495) - - (596)
(6) 3,450 226 3 3,673
Realised period
gains/(losses) 16 (18) - - (2)
Unrealised holding
gains/(losses) (2) (1,432) (61) 15 (1,481)
Value at 31
December 2022 8 1,999 165 18 2,190
Cost at 31 December
2022 10 3,142 236 147 3,535
12. Fixed asset investments (continued)
Year ended 31 December 2021
UK Listed AIM AQSE Un-listed Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Value at 1 January
2021 71 2,981 - - 3,052
Purchases - 399 86 - 485
Transfers - - - - -
71 3,380 86 - 3,537
less: Sales
proceeds - (907) - - (907)
71 2,473 86 - 2,630
Realised period
gains/(losses) - 427 - - 427
Unrealised holding
gains/(losses) 24 700 (10) - 714
Value at 31
December 2021 95 3,600 76 - 3,771
Cost at 31 December
2021 179 3,066 86 106 3,437
The overall (loss)/gain on investments for the years shown in
the Income Statement is as follows:
Year ended Year ended
31 December 2022 31 December 2021
GBP'000 GBP'000
Net realised gains on disposal (2) 427
Net unrealised gains (1,481) 714
(1,483) 1,141
13. Venture capital investments
A full list of investments held is disclosed under Investment
Portfolio.
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
As at As at
31 December 2022 31 December 2021
GBP'000 GBP'000
Uninvested funds with broker:
Oberon Investments Limited 354 88
16. Creditors
As at As at
31 December 2022 31 December 2021
GBP'000 GBP'000
Trade creditors and accruals 131 20
131 20
17. Share capital
As at
As at 31 December
31 December 2022 2021
GBP'000 GBP'000
Authorised
25,000,000 ordinary shares of 10p each 2,500 2,500
Allotted, called up and fully paid
5,067,643 (2021: 4,606,953) ordinary
shares of 10p each 507 461
On 2 March 2022 the Company issued 460,690 new ordinary shares
of 10 pence each by way of a share subscription at a price of 80.47
pence per share (being the net asset value per ordinary share in
the Company at the close of business as at 21 February 2022) to
raise approximately GBP370,717 before expenses.
18. Net asset value per share
Net asset value per share of 47.6p (2021: 83.3p) is based on net
assets at 31 December 2022 of GBP2,413,989 (31 December 2021 of
GBP3,839,603) and on 5,067,643 ordinary shares in issue on 31
December 2022 and 4,606,953 ordinary shares in issue on 31 December
2021.
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 share capital repurchased
and is equal to the nominal value of the shares repurchased.
Special distributable reserve includes cancelled share premium
account and is available for distribution and may be used to cover
dividend payments or share buy backs.
Capital reserve-realised represents surpluses or deficits on the
disposal of investments and permanent impairment in the value of
investments.
Capital reserve-unrealised represents unrealised surpluses and
deficits on the revaluation of investments.
Revenue reserve includes all current and prior period retained
profits and losses and other distributable reserves.
21. Notes to the cash flow statement
Net cash outflow from operating activities
Year ended Year ended
31 December 2022 31 December 2021
GBP'000 GBP'000
Operating activity
(Loss)/profit on ordinary
activities (1,595) 1,073
Losses/(gains) on sale of
investments 2 (427)
Investment income (27) (28)
Unrealised losses/(gains) on
investments 1,481 (714)
Increase in creditors 111 1
(28) (96)
Cash and cash equivalents
Cash and cash equivalents comprise GBP353,864 (2021: GBP88,188)
of uninvested funds, held in a client account by the Investment
Manager (see note 15).
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 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.
22. Risk management and financial instruments (continued)
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.
Liquidity risk
There is liquidity risk associated with unquoted investments,
which are not readily realisable.
Credit risk
Credit risk is the risk of a borrower defaulting on either an
interest payment or the capital sum of a loan. The Company has not
made any loans to investee companies. The Company also has some
credit risk associated with its Investment Manager which holds cash
on behalf of the Company, as explained in Note 21.
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 31 December 2022.
Financial assets
The interest rate profile of the Company's financial assets is
set out below:
Year ended Year ended
31 December 2022 31 December 2021
GBP'000 GBP'000
Fixed rate - -
Non-interest bearing 2,544 3,859
2,544 3,859
22. Risk management and financial instruments (continued)
Fixed rate assets Year ended Year ended
31 December 31 December
2022 2021
GBP'000 GBP'000
Weighted average interest rate n/a n/a
Weighted average years to maturity n/a n/a
Non-interest bearing financial assets comprise 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
31 December 2022 31 December 2021
GBP'000 GBP'000
Financial assets measured at fair
value through profit & loss 2,190 3,771
Financial assets measured at
amortised cost 354 88
Financial liabilities measured at
amortised cost (131) (20)
24. Related party transactions
As disclosed in Note 6, New Century AIM VCT 2 plc is managed by
Oberon Investments Limited and is paid a management fee, which is
also disclosed in Note 6.
One amount was payable to key management personnel, being the
Chairman, during the year for GBP5,000 (2021: GBP5,000).
25. Capital commitments
There were two investment trades which had a trade date prior to
the year end but which had a settlement date after the year end,
amounting to GBP100,508, and were consequently included in
creditors at the year end. These two trades were settled on 5
January 2023.
26. Control
New Century AIM VCT 2 plc is not under the control of any one
party or individual.
27. Post balance sheet events
The Company's directors intends to propose a final dividend of
2.5p per share for the year ending 31 December 2022, amounting to
GBP126,691 which will be payable, subject to shareholder approval,
later this year.
Shareholder Information
For the year to 31 December 2022
The Company
New Century AIM VCT 2 plc was incorporated on 16 January 2007.
On 4 April 2007, the Company obtained a listing on the London Stock
Exchange. A total of GBP5.745 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 the
Inland Revenue.
The Investment Manager
New Century AIM VCT 2 plc is managed by Oberon Investments
Limited, an independent fund management company based in Laindon,
Essex.
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. From 6
April 2005, investors subscribing for new shares in a VCT have been
entitled to claim income tax relief of 30% on their investment,
irrespective of their marginal tax rate (up to a maximum investment
of GBP200,000 per tax year). 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 2 plc has been approved as a VCT by HM
Revenue and Customs. 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 29 June 2023
Interim report for six months to 30 June 2023 August 2023
Preliminary announcement of results for the year to 31 April 2024
December 2023
Annual General Meeting 2024 June 2024
Share price
The mid-market price of shares in New Century AIM VCT 2 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/20230425005920/en/
CONTACT:
New Cent. Aim Vct 2
SOURCE: New Cent. Aim Vct 2
Copyright Business Wire 2023
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