Triple Point Venture VCT plc
(formerly known as Triple Point VCT 2011 Plc )
Annual Report
For the year ended
29 February 2024
VCT INVESTING
Contents
Overview
Financial Summary
2
Key Highlights
3
Strategic Report
Chair’s Statement
5
Company Strategy and Business Model
14
Investment Manager’s Review
26
Investment Portfolio Summary
34
Investment Portfolio Ten Largest Investments
36
ESG and Responsible Investing
41
Governance
Board of Directors
44
Corporate Governance Report
45
Audit Committee Report
53
Directors’ Remuneration Report
57
Directors’ Report
62
Information Disclosures under the AIFM Directive
66
Directors’ Responsibility Statement
67
Independent Auditor’s Report
68
Financial Statements
Statement of Comprehensive Income
77
Statement of Financial Position
78
Statement of Changes in Shareholders’ Equity
79
Statement of Cash Flows
80
Notes to the Financial Statements
82
Alternative Performance Measures
98
Information
Shareholder Information
99
Financial Calendar
99
Annual Report
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2024
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1
Triple Point Venture VCT plc (“the Company” or “TPV”) is a Venture Capital Trust (“VCT”). The Investment Manager is
Triple Point Investment Management LLP (“TPIM” or “Triple Point”). The Company was incorporated in July 2010.
During the year ended 29 February 2024, the Company issued a total of 20,200,780 new Venture shares, raising
gross proceeds of £20.7 million with an average price per share of £1.03. Additionally, a Dividend Reinvestment
Scheme (“DRIS”) on 4 September 2023 saw a further 210,732 shares issued at an average price of £0.95. A total of
18,138 Venture Shares were repurchased by the Company for cancellation during the year, at a price of 5% discount
to NAV.
The period under review included the wind down and cancellation of the A and B Share Classes, as approved by
Shareholders at the Company’s general meeting held on 9 February 2023 and the A and B Share Class meetings held on
1 March 2023. The cancellations were effective on 30 March 2023, and all funds including nominal capital have now been
returned to the A and B Share Class Shareholders.
The Strategic Report on pages 4 to 42, the Directors’ Report on pages 62 to 65, the Corporate Governance Report on
pages 45 to 52 and the Directors’ Remuneration Report on pages 57 to 61 have each been drawn up in accordance
with the requirements of English law and liability in respect thereof is also governed by English law. In particular, the
responsibility of the Directors for these reports is owed solely to Triple Point Venture VCT plc.
The Directors submit to the members their Annual Report and Financial Statements for the Company for the year ended
29 February 2024 (“Annual Report”).
Year ended 29 February 2024
Venture Shares
A Shares
B Shares
Total
Net assets
£’000
62,196
–
–
62,196
Net asset value per share
Pence
98.55
–
–
(Loss) before tax
£’000
(785)
–
–
(785)
(Loss) per share
Pence
(1.46)
–
–
Cumulative return to Shareholders (p)
Net asset value per share
98.55
–
–
Total dividends paid
11.00
–
–
Net asset value plus dividends paid (Total Return)
1
109.55
–
–
Year ended 28 February 2023
Venture Shares
A Shares
B Shares
Total
Net assets
£’000
43,654
94
69
43,817
Net asset value per share (NAV)
Pence
102.17
1.00
1.00
Profit /(loss) before tax
£’000
(3,273)
(275)
2,183
(1,365)
Earnings/(loss) per share
Pence
(8.47)
(2.83)
32.31
Cumulative return to Shareholders (p)
Net asset value per share
102.17
1.00
1.00
Total dividends paid/payable
9.00
115.92
99.00
Net asset value plus dividends paid/payable (Total Return)
111.17
116.92
100.00
1. Further detail provided under Alternative Performance Measures at the end of this report.
Triple Point Venture VCT plc
2
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Financial Summary
(Year ended 28 February 2023: 3.00p)
Total funds deployed during the
year (2023: £11.4 million)
(Year ended 28 February 2023: 102.17p)
(Year ended 28 February 2023: 111.17p)
(Year ended 28 February 2023: £18.3
million)
The ongoing charges ratio is a ratio of
annualised ongoing charges expressed as
a percentage of average net asset values
throughout the year. (2023: 3.21%)
2.00
p
3
£11.9m
98.55
p
109.55
p
£20.2
m
3.23
%
Fundraising
Ongoing Charges Ratio
2
Dividends per
Venture Share
Deployment
Total Return per Venture Share
Net Asset Value per
Venture Share
2.
Further detail provided under Alternative Performance Measures at the end of this report.
3. A further 2p interim dividend was declared on 3 January 2024 and paid on 18 March 2024.
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2024
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3
Key Highlights
Triple Point Venture VCT Plc
Strategic
Report
Annual Report
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2024
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5
“The portfolio has continued to grow and
diversify, with eight new qualifying investments
made this year and participation in 11 follow-on
funding rounds with existing portfolio companies
at a total value of £11.9 million. ”
Jane Owen |
Chair
Chair’s
Statement
I am pleased to present the Annual Report and Audited
Financial Statements for the Company for the year ended
29 February 2024.
The Company now has a single share class (the “Venture
Shares”) investing in early-stage venture opportunities.
The portfolio has continued to grow and diversify, with
eight new qualifying investments made this year and
participation in 11 follow-on funding rounds with existing
portfolio companies at a total value of £11.9m. Further
detail can be found in the Investment Manager’s Review
on pages 26 to 32.
The Venture total return NAV per share (plus cash
dividends paid to Shareholders) has declined by 1.46%
(from 111.17p to 109.55p) over the period since 28
February 2023, but has increased by 0.87% (108.61p to
109.55p) since 31 August 2023. The decline in the first half
of the year in review reflected a number of downward fair
value adjustments for companies that suffered from the mix
of the more challenging macroeconomic environment and
the reduction in frequency of new venture equity funding
rounds. These downward adjustments outweighed several
portfolio companies with upward valuations resulting from
good commercial traction and successful new funding
rounds. Later in the year net portfolio performance
improved, with more companies raising capital at higher
valuations, and it is this improved performance that
accounts for the marginal increase in total return NAV
since 31 August 2023. We continue to be confident in the
underlying growth prospects of our portfolio companies,
and there are signs that the more difficult period that
many venture-backed businesses faced in 2022-23 may be
coming towards an end. The Investment Manager’s Review
on pages 26 to 32 gives a more detailed update on the
Company’s portfolio of 48 investments.
As at 29 February 2024, the Company’s assets were
71% invested in a portfolio of VCT Qualifying and Non-
Qualifying unquoted investments. 29% of the Company’s
assets are currently held in money markets and cash.
Over the last year, the investment manager has opened
accounts with three large investment managers to manage
the Company’s uninvested cash in lower risk liquidity funds.
Board Changes
The Board has undertaken a formal succession and
recruitment process, with the assistance of an Independent
external search consultancy Tyzack Partners Limited, and
we were pleased to welcome Sam Smith to the Board as
Independent Non-executive Director on 8 February 2024.
Sam was also appointed as Senior Independent Non-
executive Director and member of the Audit Committee
with effect from the same date. Sam undertook a
formal induction process upon joining the Board. Sam’s
biographical details can be found on page 44.
As announced on 8 February 2024, I will not be standing
for re-election at the Company’s 2024 Annual General
Meeting (“AGM”), to be held on 23 July 2024, and will
step down from the Board following the conclusion of
the AGM. I would like to say thank you to the Board and
Investment Manager for their continued support and I
am pleased to announce that Jamie Brooke will be my
successor as Non-executive Chair of the Board, to take
effect immediately following completion of the AGM.
The three other Directors will stand for re-election at the
Company’s AGM.
Appointment of Triple Point
Investment Management LLP as AIFM
From 12 September 2023, the Investment Manager was
appointed as the Company’s Alternative Investment
Fund Manager (“AIFM”) and is now responsible for the
Company’s risk management and portfolio management.
Therefore, the Investment Manager has full discretion
under the Investment Management Agreement to make
investments in accordance with the Company’s Investment
Policy from time to time. In addition, the Company has
appointed a depositary
4
, Indos Financial Limited, and their
details can be found on page 99. There are no changes to
Triple Point’s fees as a result of their appointment as AIFM.
Further details can be found in note 6.
Wind down of A Share Class and
B Share Classes
Following approval by Shareholders, the process to
wind down and cancel the A and B Share Classes was
undertaken. Court proceedings to wind down the A and
B Share Classes commenced on 8 March 2023, and the
cancellations were effective on 30 March 2023. These
shares were subsequently removed from the Official List
of the Financial Conduct Authority (“FCA”) and from
trading on the London Stock Exchange (“LSE”) with effect
from 13 April 2023. All funds, including nominal capital,
have now been returned to the A and B Share Class
Shareholders.
4.
Following TPIM’s appointment as AIFM and as required under the Alternative Investment Fund Management Directive, the Company has appointed a
depositary which is an independent third party that is responsible for the safekeeping of assets of the Company, performing the cash flow monitoring
and the oversight duties of the Company.
Triple Point Venture VCT plc
6
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Chair’s Statement
continued
Venture Portfolio
This was the fifth year of our Venture strategy. High interest
rates, energy prices and inflation continued to dominate
the narrative in the early part of this year. Those factors
had contributed to a more difficult funding environment
for early-stage companies in 2022 and 2023, as a result
of which founders entered the year generally a little less
optimistic when compared with previous years.
The collapse of Silicon Valley Bank (“SVB”) in March 2023
caused further shockwaves in the wider ventures market.
SVB was a crucial provider of loans to start ups in the UK
as well as the USA. While a number of portfolio companies
held accounts with SVB UK, the prompt acquisition of
SVB’s UK business by HSBC meant there was no impact on
our investees’ access to liquidity. The Investment Manager
worked with a number of portfolio businesses to review
their banking relationships, which at that stressful time, was
I know, much appreciated.
A reduced number of exits in the market since 2021/22
has meant a liquidity crunch for some angel investors,
and this has had a dampening effect on the important
“friends and family” funding network upon which so
many founders rely for their first funding rounds. More
trade sales would certainly benefit the seed-stage market
by recycling investment and maintaining inflow of angel
cash. Nevertheless, many companies selling software as
a service (“SaaS”) are finding the funding they need as
an increasing number of investors seek the holy trinity of
high gross margins, recurring revenue and an impressive
founding team.
In the second half of the year in review, large cap
tech shares rallied in the stock market, on the back of
optimism about the growth opportunities from Artificial
Intelligence (“AI”) and the relative resilience of economies,
particularly the US, in the face of higher interest rates. An
additional boost was provided by forecasts and by markets
beginning to talk of a peak in interest rates. Perhaps
not coincidentally, we started to see more activity in our
portfolio towards the end of the year, with an increasing
number of companies able to close investment rounds
at an uplift to previous company valuations even while
an acceptance of the need for more down-rounds has
grown among founders and investors. While it’s still very
early days, and while getting deals done has not been as
straight forward as it has been in previous years, there are
growing signs of the market beginning to normalise. Start-
ups with compelling founding teams and business models
can still raise funds at healthy valuations; indeed, we have
seen an increase in competition among Venture Capitalists
to fund the better opportunities. The Triple Point team
continues to think of new ways to gain a competitive edge
within the start-up community.
As we have previously stated, companies failing is part
and parcel of venture investing, yet despite this tougher
investment environment, of the 51 companies invested
in by the Company to date, only one portfolio, Anorak,
company has completely failed. This is testament to the
focus that the investment team places on the quality of the
teams that we back and the continued support provided to
portfolio companies. No doubt there will be more failures
ahead but, despite being a young portfolio, our companies
have proven fairly resilient to the many shocks that came
their way in the years between 2020 and 2023.
As I mentioned, the Triple Point team continued to be
active during the year, making a total of 19 investments,
of which eight were investments in new companies
and 11 were follow-on investments in existing portfolio
companies. As expected, the number and proportion of
follow-on investments has increased with the size of our
portfolio. We do not back every portfolio company every
time they raise; we are selective, but of course our bias is
to support our businesses where they have delivered.
As far as sectors are concerned, health-tech has performed
well with regards to valuation growth as investor interest
remains robust and growth opportunities plentiful.
Scan.com raised a further funding round and Pelago raised
a $58m Series C funding round. There is a further health-
tech company in the portfolio that is, at the time of writing,
working to close a Series B round. In the case of Scan.com,
this was the second up-round since the portfolio originally
invested and was priced at a 1.9x share price uplift to its
prior funding round which closed just eight months earlier.
As a number of portfolio companies graduate through the
stages of Venture Capital funding, we expect to see an
increase in later funding rounds.
Annual Report
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2024
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7
As already mentioned above, this has also been an exciting
year for AI, with a number of our portfolio companies
adopting and experimenting with Large Language Models
(“LLMs”), not least to enhance efficiencies and information
around their existing core software products. Please see
the ‘Outlook’ section below for some further thoughts
on AI. We also had a strong performer in the Energy
Transition sector, with Modo, the all-in-one software
platform for battery energy storage analysis, raising funds
at a significantly higher valuation after showing strong
revenue growth and expanding into the US.
It has generally been a tougher year for Fintech, including
Insurtech; the portfolio suffered two significant down
valuations, one due to commercial poor performance and
another as a result of the founder deciding to quit due to
exhaustion, leading to a quick sale of the business, which
the investment manager has been supporting. We are
well aware of the mental strain that starting and growing a
company can bring, and Triple Point actively does what it
can to support its companies in these, hopefully rare, cases.
VCTs and our new offer
The overall VCT market itself continues to be robust, with
any doubts about the continuation of the EIS and VCT
tax relief scheme beyond 2025 (when the current EIS/VCT
“Sunset Clause” was due to expire) now thankfully resolved
following the enactment of the Finance Act 2023, which
extended the VCT tax reliefs until 6 April 2035. We should
note that this is still pending EU Approval, at the time of
writing, which the UK Government thought it prudent to
obtain given the special status of Northern Ireland post
Brexit. Investors should remain aware that NAV volatility will
remain, and that investments may be impacted by trends in
global venture capital valuations as well as by the portfolio
companies’ own underlying commercial performance.
The Company’s fifth offer for subscription closed on
28 July 2023 having raised £14.6m and over the full year to
29 February 2024 the Company raised £20.2m. The sixth
offer for subscription opened in September 2023 and I am
pleased to report that it is progressing well with a total of
£0.8 million raised in March and £6.7 million raised in April.
We believe the recent fundraising puts the Company in a
strong financial position (see Liquidity section below on
page 10).
The Venture Strategy’s aim is to continue building a portfolio
of qualifying Investments in early-stage companies capable
of generating significant long-term capital growth with a
focus on the business-to-business technology sector, while
enabling investors to take advantage of the substantial tax
reliefs available to investors in VCTs, including 30% income
tax relief on amounts invested.
In line with the Company’s key objectives, a second
interim dividend of 2 pence per share was declared by the
Company on 3 January 2024 and paid to Shareholders
on 18 March 2024, thus total dividends declared in the
current financial year were 4 pence per share, an increase
of 33% from 2023, of which 2 pence per share was paid
as at 29 February 2024. The Board aims to declare further
dividends in the year to February 2025, contingent on
availability of distributable reserves and realised gains. The
VCT continues to target a dividend of 5 pence per Share
in the medium term, again contingent on the availability of
distributable reserves and realised gains.
Chair’s Statement
continued
Triple Point Venture VCT plc
8
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A snapshot of the new companies into which the Company has invested during the year is set out below.
Portfolio
Company
Investment
Amount
£’000
Date of
Investment
Location
Description
Modo Energy*
2,250
Mar-23
Birmingham
Modo Energy are building a global data analytics platform
for renewable energy assets.
Virtual
Science
182
Mar-23
London
Virtual Science enables international pharmaceutical
companies to roll out hybrid advisory boards across the
world and analyse video and text feedback for insights in
days – rather than weeks with medical writers.
Fertifa
1,000
Apr-23
London
Fertifa is an employer benefit business that provides i)
fertility & family forming, ii) menopause and iii) men’s
reproductive health services to employees.
Nory
1,527
May-23
Dublin
Nory provide AI-enabled software for hospitality
businesses to manage their business and restaurant
operations.
Tuza (formerly
Statement)
150
Jun-23
London
Tuza is a small/medium-sized business (“SMB”) payment
provider switching service, being built to capitalise on the
fact that SMB overcharging is very common in the card
processing sector.
Heat Geek
(formerly Skoon)
1,000
Oct-23
London
Heat Geek is a heat pump installer software that helps
heat engineers install high-efficiency heat pumps better
and faster.
Abtrace
700
Nov-23
London
Abtrace is a population health monitoring tool for primary
care providers.
*
The total investment into new company Modo Energy during the year consists of an initial investment on 3 March 2023 of £1,500,088 and a follow-on
investment of £749,996 on 26 October 2023.
Portfolio company –
Tuza
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2024
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9
Liquidity
The Company has sufficient liquidity, predominantly from
its fundraising, with cash and cash equivalents totalling
£18.2 million (29% of net asset value) at 29 February 2024.
This means that the Company will be able to respond
quickly to new investment opportunities for the portfolio
as they arise.
Share Buy-Backs
We continue to maintain our aim, subject to distributable
reserves and liquidity, of being willing to buy back the
Company’s Shares in the market at a 5% discount to NAV.
During the year ended 29 February 2024, a total of
18,138 Venture Shares were repurchased by the Company
for cancellation at a 5% discount to NAV. The average
prices paid for the buy-back of Shares were as follows:
Date
Number of
Venture Shares
Average Price
per Share (£)
4 August 2023
6,958
0.95
3 November 2023
10,306
0.94
7 December 2023
874
0.93
These transactions represent 0.04% of the opening issued
Share capital of the Company.
VCT Qualifying Status
The Company has maintained its approved venture capital
trust status with HM Revenue & Customs. The Company’s
compliance with the VCT-qualifying conditions is closely
monitored by the Board, who receive regular reports from
the Investment Manager and a report annually from our
VCT tax compliance advisers, Philip Hare & Associates LLP.
VCT Legislation and Regulation
Following continuous dialogue with HMRC, the VCT
industry benefits from greater clarification around the
operation of the new VCT rules introduced in 2015. As a
result, the majority of investments are now made on the
basis of self-assuring their qualifying status, subject to the
receipt of professional advice from our Tax Advisers.
We will continue to work closely with the Investment
Manager to ensure the Company remains compliant with
the scheme rules.
Post Year End Update
Following the year-end, the Company has allotted a
further 8,130,242 Shares into the Venture Strategy, raising
additional net proceeds of £7.6 million for the Company
during March and April 2024. The offer will remain
open until 31 July 2024, unless fully subscribed at an
earlier date.
Allotment
Date
Shares
Allotted
Net
Investment (£)
5 March 2024
879,639
844,097
18 March 2024
(DRIS payment)
241,772
n/a
2 April 2024
3,769,252
3,616,848
4 April 2024
1,954,264
1,875,258
5 April 2024
1,285,315
1,233,382
The Company has seen the completion of two additional
investments post year-end, both in March 2024. The first
was a follow-on investment in Tuza (formerly Statement),
which is an SMB payment provider switching service,
based in London, being built to capitalise on the fact that
SMB overcharging is very common in the card processing
sector. The second was an investment in Treefera. Treefera
is a London based forestry data company that aggregates
global satellite data and images to bring transparency,
accuracy, and trust to carbon offset projects and
supply chains.
A two pence per share dividend was declared in January
2024, and following the period end, was paid to the
Shareholders on 18 March 2024.
Chair’s Statement
continued
Triple Point Venture VCT plc
10
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Outlook
While investment activity in UK seed and growth
companies was down on the previous year (in line with
international trends), a record number of companies were
incorporated in the UK in 2023, and the investment team
continues to identify compelling opportunities. Looking
forward into 2024, we continue to see considerable
opportunities in AI, Climate tech, software-enabled
Biotech and Digital Health in particular.
This year has seen significant investment appetite for
the transformative technology of AI. While there has
been a significant amount of hype, it does seem that we
are on the cusp of an internet-type moment; AI looks to
fundamentally transform our society and is already being
widely used in offices and homes. We expect this trend
to continue, albeit the rush of AI related start-ups may be
followed by something of a shake-out in 2025. The global
push to reduce carbon means we would equally expect
to see continued innovation in the cleantech and energy
transition sectors – there is undoubtedly an urgent need
for sustainable solutions.
We are supportive of the growing efforts to promote
gender equality. More female founders are being
encouraged to enter the venture ecosystem and there
is an increasing number of accelerators, incubators and
mentorship programmes focused on female entrepreneurs.
There are also a record number of female scale ups
in 2023, which are those that have reached £10m+ of
revenues and/or £5.2m assets as well as a record number
of women setting up new businesses. We are keen to back
all entrepreneurs with good businesses and encourage
female founders to speak to us. We believe that this can
be only a positive. Towards the end of the year in review a
new investment was completed in Treefera, a business that
sports both a compelling cleantech solution and a female
co-founder.
As markets and businesses begin to look towards the
possibility of lower interest rates later in 2024, we have
already seen a normalisation and stabilisation in listed
sector SaaS valuations (as recognised by the BVP Cloud
Index) which collapsed in 2022 and were steady in 2023.
Add to that the bottom-up increase in activity that we have
seen within the Venture Strategy’s own portfolio, together
with the innovation that Generative AI is supporting, and
we look to the coming year with more confidence.
If you have any questions about your investment, please
do not hesitate to contact the Investment Manager,
Triple Point, on 020 7201 8990. I would like to take this
opportunity to thank Shareholders and the Investment
Manager for their continued support and I look forward to
welcoming further Shareholders during the months ahead.
Jane Owen
Chair
31 May 2024
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2024
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11
*
The total investment into new company Modo Energy during the year consists of an initial investment on 3 March 2023 of £1,500,088 and a follow-on
investment of £749,996 on 26 October 2023.
Fertifa
£1,000k Invested
Fertifa is an employer benefit business
that provides i) fertility & family forming,
ii) menopause and iii) men’s reproductive
health services to employees.
Modo Energy*
£2,250k Invested
Modo Energy are building a global data
analytics platform for renewable energy assets.
Nory
£1,527k Invested
Nory provide AI-enabled software for hospitality
businesses to manage their business and
restaurant operations.
Tuza (formerly Statement)
£150k Invested
Tuza is an SMB payment provider switching
service, being built to capitalise on the fact
that SMB overcharging is very common in
the card processing sector.
12
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New investments
Triple Point
Venture VCT Plc
Heat Geek (formerly Skoon)
£1,000k Invested
Heat Geek is a heat pump installer software
that helps heat engineers install high-
efficiency heat pumps better and faster.
SeeChange
£1,500k Invested
SeeChange are building a general-purpose
recognition platform for real-world
application of computer vision, starting with
use cases for retailers.
Abtrace
£700k Invested
Abtrace is a population health monitoring tool
for primary care providers.
Virtual Science
£182k Invested
Virtual Science enables international
pharmaceutical companies to roll out hybrid
advisory boards across the world and analyse
video and text feedback for insights in days –
rather than weeks – with medical writers.
|
13
Annual Report
|
2024
The Strategic Report has been prepared in accordance
with the requirements of Section 414c of the Companies
Act 2006. Its purpose is to inform the members of the
Company and help them to assess how the Directors
have performed their duty to promote the success of
the Company in accordance with Section 172 of the
Companies Act 2006.
The Directors assess the Company’s success in meeting its
objectives in relation to returns, stability, VCT qualification
and realised exits.
Investment Policy
Investment Objectives
The Company’s Investment Policy is directed towards new
investments in businesses which have the potential for high
growth with the development or use of new technology
being at the core of the commercial opportunity. All
investments must provide the potential for a strong,
positive, risk-adjusted return to investors. All investments
will be made with the intention of growing and developing
the revenues and profitability of the target businesses.
The Company focuses on providing funding to unquoted
companies at an early stage in their lifecycle to help
them grow and scale. The Company will typically make
initial investments of between £100,000 and £2 million
and may make further follow-on investments into existing
portfolio companies. The intention is to build a portfolio
of predominantly unquoted companies with significant
growth potential across a diversified range of sectors.
The Company will not vary these objectives to any material
extent without the approval of the Shareholders.
Target Asset Allocation
The Company aims to invest most of its capital fully in VCT-
Qualifying Investments. The long-term investment profile
of the Company is expected to be:
•
at least 80% in VCT-Qualifying Investments, with
a focus on unquoted companies with high growth
potential; and
•
a maximum of 20% in permitted Non-Qualifying
Investments, cash or cash-based similar liquid
investments.
Qualifying Investments
Investment decisions made must adhere to HMRC’s VCT
qualification rules. In considering a prospective investment
in a company, particular regard is given to:
•
the track record, expertise and ability of the
management team with clear commercial and financial
objectives;
•
a significant, often global, total addressable market for
the product or service;
•
the ability of the company to create and sustain a
competitive advantage;
•
the quality of the company’s assets, in particular
where appropriate, the ownership and effective use of
proprietary technology and/or an innovative product;
•
the high likelihood of a transformational corporate
contract and established market fit and then the
opportunity to develop regular, repeated income
from new clients, leading to growth and long-term
profitability;
•
a high level of access to regular financial and other
information during the holding period;
•
an attractive valuation at the time of the investment;
•
the long-term prospect of being sold or listed in the
future at a significant multiple of the initial investment
value; and
•
no more than 10% of the NAV of the Company will
be invested in companies which are not revenue-
generating (at the point of investment) or where there
is no expectation of revenues being generated in the
near future.
As the value of investments increase, Triple Point will
monitor opportunities for the Company to realise
capital gains to enable the Company to make tax-free
distributions to Shareholders.
Triple Point Venture VCT plc
14
|
Company Strategy
and Business Model
Non-Qualifying Investments
The Non-Qualifying Investments will be managed with
the intention of generating a positive return. The Non-
Qualifying Investments will comprise from time to time a
variety of assets including (a) short-term deposits of money,
Shares or units in alternative investment funds (which
have the meaning given by regulation 3 of the Alternative
Investment Fund Managers Regulations 2013) or in
undertakings for the collective investment in transferable
securities (which have the meaning given by Section
363A(4) of the Taxation (International and Other Provisions)
Act 2010), which may be repurchased, redeemed, or paid
out on no more than seven days’ notice; and (b) ordinary
Shares or securities in a company which are acquired on a
regulated market (defined in Section S274(4) ITA 2007).
Borrowing Powers
Any borrowing by the Company for the purposes of
making investments will be in accordance with the
Company’s articles of association. To the extent that
borrowing is required, the Directors will restrict the
borrowings of the Company and exercise all voting
and other rights or powers of control over its subsidiary
undertakings (if any) to ensure that the aggregate amount
of money borrowed by the Company, being the Company
and any subsidiary undertakings for the time being
(excluding intra-Company borrowings), will not, without
Shareholder approval, exceed 30% of its NAV at the time
of any borrowing.
Risk Diversification
The Company aims to invest in a number of different
businesses within a variety of industry sectors but may
focus investments in a single sector where appropriate to
do so. No single investment by the Company will represent
more than 15% of the aggregate NAV of the Company at
the time the investment is made.
Valuation Policy
All unquoted investments are valued in accordance with
International Private Equity & Venture Capital (IPEV) or
similar guidelines. A brief summary of the IPEV guidelines
as it applies to the Company’s investments is as follows:
•
investments should be reported at fair value where
this can be reliably determined by the Board on the
recommendation of the Investment Manager;
•
in estimating fair value for an investment, the valuation
methodology applied should be the most appropriate
for a particular investment. Such methodologies,
including the price of the recent investment, revenue
multiples, net assets, discounted cash flows or earnings
and industry valuation benchmarks, should be applied
consistently. The price of recent transactions should
not be assumed and should be calibrated against a
scorecard or other appropriate measures;
•
where the valuation is based on the price of a recent
investment this may be adjusted to reflect subsequent
business performance and variations from expectations
at the time of investment.
Co-Investment Policy
The Company may invest alongside other funds or
entities managed or advised by the Investment Manager
which would help the Company to broaden its range of
investments or the scale of opportunities more than if it
were investing on its own.
It is possible that conflicts may arise in these circumstances
between different funds or between the Company and the
Investment Manager. The Investment Manager maintains
robust conflict of interest procedures to manage potential
conflicts and issues are resolved at the discretion of the
independent board of the Company.
Dividend Policy
The Company will distribute by way of dividend, where
there are sufficient applicable reserves, such amount as
ensures that it retains not more than 15% of its income
from shares and securities. The Directors aim to maximise
tax-free distributions to Shareholders of income or realised
gains. It is envisaged that the Company will distribute most
of its net income each year by way of dividend, subject to
liquidity.
The Company intends to distribute regular dividends of
up to 5 pence per share per annum in the medium term.
The Company’s ability to pay dividends is subject to the
existence of realised profits, legislative requirements, and
the available cash reserves.
Share Buy-Back Policy
The Company aims, but is not committed, to offer
liquidity to Shareholders through buy-backs, subject to the
availability of distributable reserves, at a target price of a
5% discount to NAV.
Share Realisation Policy
After an anticipated holding period of between five and
seven years, which may include follow-on investments
into investee companies as appropriate, Triple Point will
generally seek to identify opportunities to exit investments.
Exits will typically be realised through trade sales to
businesses, acquisitions by private equity funds, or selling
shareholdings to later stage venture and growth capital
funds during the course of further investee company
fundraising activity. Sales during the course of further
investee company fundraising activity may include investee
companies buying back Shares at a price reflecting the
valuation at that stage. The proceeds of any realisation will
be used to identify further investment opportunities and to
pay dividends to investors.
Annual Report
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2024
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15
Triple Point Venture VCT plc
16
|
Key Performance Indicators (“KPIs”)
As a VCT, the Company’s objectives are to provide
Shareholders with up front tax relief and returns through
capital appreciation and the payment of dividends. The
Company aims to meet these criteria by investing its funds
in line with the Company’s investment policy, more detail
of which can be found on pages 14 to 15.
The Board expects the Investment Manager to deliver
a performance which meets the objectives of providing
investors with an attractive income and capital return.
The Board has identified four primary KPIs, which are total
return, Net Asset Value per Share, earnings per Share and
ongoing charges ratio, that it uses in its own assessment of
the Company’s performance, set out below. Of these KPIs,
total return and ongoing charges ratio are classified as
Alternative Performance Measures and are detailed further
under Alternative Performance Measures at the end of this
report.
These are intended to provide Shareholders with sufficient
information to assess how the Company has performed
against its objectives in the year to 29 February 2024,
and over the longer term, through the application of its
investment and other principal policies.
Company Strategy and Business Model
continued
5 Further detail provided under Alternative Performance Measures at the end of this report.
Annual Report
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2024
|
17
VCT Regulation
Compliance with VCT legislation
By making an investment in a Venture Capital Trust,
Shareholders become eligible for several tax benefits
under VCT tax legislation. This is, however, contingent on
the Company complying with VCT tax legislation.
To achieve compliance, the Company must meet a number
of tests set by HMRC. A summary of these steps is set out
on page 64 under “VCT Regulation”.
The Board can confirm that throughout the year ended
29 February 2024 the Company continued to meet these
legislative requirements.
Tax Benefits
The Company’s objective is to provide Shareholders with
an attractive income and capital return by investing its
funds in a broad spread of unlisted UK companies which
meet the relevant criteria for investment by Venture
Capital Trusts.
Investing in a VCT brings the benefit of tax-free dividends,
as well as up-front income tax relief and exemption from
capital gains tax on disposal.
Investors can invest up to £200,000 in VCTs per tax year
and receive tax relief of up to £60,000 (30%). To benefit
from the relief, an investor must have paid or owe as much
tax during the tax year in which you invest. To keep the
relief, VCT investments must be held for at least five years.
Although VCTs are typically growth investments, and
any capital growth is tax free, the majority of returns are
normally paid through tax-free dividends. After the sale of
a successful company within the portfolio, the profit can
be distributed to investors as a larger or special dividend,
and the remaining capital reinvested in new opportunities.
A sale of VCT shares after the five year holding period is
exempt from capital gains tax.
KPI AND
DEFINITION
RELEVANCE
TO STRATEGY
PERFORMANCE
COMMENT
3. NAV PER SHARE (PENCE)
NAV divided by
number of shares
outstanding as at the
period end.
The NAV per share
reflects our ability to
grow the portfolio
and to add value to
it throughout the life
cycle of our assets.
The NAV per share as
at 29 February 2024
was 98.55p
(2023: 102.17p).
The NAV per share fell as a result of
the costs incurred during the period.
The valuation of the Company’s
investment portfolio remained
broadly flat with a moderate increase,
but this was not sufficient to offset the
costs incurred during the year.
4. ONGOING CHARGES RATIO
5
Annualised
ongoing charges
are the Company’s
management
fee and all other
operating expenses
(i.e. excluding
acquisition costs and
other non-recurring
items) expressed as
a percentage of the
average published
undiluted NAV in the
period, calculated
in accordance with
Association of
Investment Companies
guidelines.
Ongoing charges
show the drag on
performance caused
by the operational
expenses incurred by
the Company.
The ongoing charges
of the Company for
the financial year under
review represented
3.23% (2023: 3.21%) of
the average net assets.
The annual running
costs of the Company
are capped at 3.5%
of the Company’s
NAV, above which, the
Investment Manager
will bear any excess
costs.
A key measure of Operational
performance.
This is calculated in line with AICs
guidance. Ongoing charges are
those expenses of a type which are
likely to recur in the foreseeable
future, whether charged to capital
or revenue, and which relate to the
operation of the Company excluding
the costs of acquisition and disposal
of investments, financing charges and
gains/losses arising on investments.
Triple Point Venture VCT plc
18
|
The Investment Manager, utilising advice from Philip Hare
& Associates LLP, ensures continued compliance with any
legislative changes.
The Company has been approved as a VCT by His
Majesty’s Revenue and Customs.
Principal Risks and Uncertainties
and Emerging Risks
The Directors seek to mitigate the Company’s principal
risks by regularly reviewing performance and monitoring
progress and compliance. In the mitigation and
management of these risks, the Directors carry out a robust
assessment of the Company’s emerging and principal risks,
including those that would threaten its business model,
future performance, solvency or liquidity and reputation.
The main areas of risk identified by them, along with
the risks to which the Company is exposed through its
operational and investing activities, are detailed below.
The Board maintains a comprehensive risk register which
sets out the risks affecting both the Company and the
investee companies in which it is invested. The risk register
is updated at least twice a year and reviewed by the Audit
Committee to ensure that procedures are in place to
identify principal risks and to mitigate and minimise the
impact of those risks should they crystallise.
The risk register also identifies emerging risks to determine
whether any actions are required. As it is not possible to
eliminate risks completely, the purpose of the Company’s
risk management policies and procedures is to identify and
manage risks, reducing possible adverse impacts.
Details of the Company’s internal controls are contained in
the Corporate Governance section on pages 45 to 52 and
further information on exposure to risks including those
associated with financial instruments is given in note 17 of
the financial statements.
Going forward, the Board has reviewed and approved
some enhancements to the current risk management
framework, which became effective from March 2024.
These enhancements will underpin the approach to
the identification and categorisation of risks, together
with changes to the assessment approach – being more
reflective of the individual nature of the risks being
considered. This will enable the Board to view the
risks through the lens of Strategic risks, Financial risks
(Investment, Capital & Liquidity) and Non-Financial risks
(Operational, Legal & Regulatory). In turn, the Board will
be re-assessing risk appetites for its most material risks.
The Directors have reviewed the current register and can
confirm that the risk landscape has not changed and the
risks presented remain stable with no material changes
to report.
VCT Qualifying Status Risk
The Company is always required to observe the
conditions laid down in the Income Tax Act 2007 for the
maintenance of approved VCT status. The loss of such
approval could lead to the Company losing its exemption
from corporation tax on capital gains, to investors being
liable to pay income tax on dividends received from the
Company and, in certain circumstances, to investors being
required to repay the initial income tax relief on their
investment.
Mitigation:
The Investment Manager keeps the Company’s
VCT-qualifying status under continual review and reports
to the Board at Board Meetings. Philip Hare & Associates
LLP undertake an independent annual review on the VCT
status. Any new Venture investments are reviewed by
legal advisers, and their opinion sought on whether the
investment meets the criteria to be a qualifying investment.
Investment Risk
The Company’s VCT-qualifying investments will be held in
small and medium-sized unquoted investments which, by
their nature, entail a higher level of risk and lower liquidity
than investments in large, quoted companies, impacting
both returns and timings.
Mitigation:
The Directors and Investment Manager aim to
limit the risk attached to the portfolio by careful selection
and timely realisation of investments, by carrying out
due diligence procedures appropriate to the size of each
investment and by maintaining a spread of holdings both
in terms of industry and in terms of the total number of
portfolio companies which is now approaching 50. The
Board reviews the investment portfolio with the Investment
Manager on a regular basis. Where possible, a member of
the Investment Manager team either holds a seat on the
board of the portfolio companies or has the right to act as
a Board Observer. This enables the Investment Manager
to observe developments at the portfolio company and
offer assistance when and where this may be required.
The Venture Strategy aims to mitigate some of the risks
typically associated with venture capital investing by
proactively working with businesses with the potential for
high growth that are typically actively solving problems for
established corporates, increasing their chances of success,
as set out in further detail on pages 26 to 32.
Company Strategy and Business Model
continued
Annual Report
|
2024
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19
Financial Risk
As a VCT, the Company is exposed to market price risk,
interest rate risk, credit risk, foreign currency risk and
liquidity risk. As most of the Company’s investments
will involve a medium to long-term commitment and
will be relatively illiquid, the Directors consider that it is
inappropriate to finance the Company’s activities through
borrowing, other than for short-term liquidity.
Mitigation:
The key elements of financial risk are discussed
in more detail in note 17. At the reporting date, the
Company had no borrowings and substantial liquid funds
on the Statement of Financial Position.
Legislation Risk
There is a risk of changes to legislation and/or Government
Policy, caused by future governments taking a different
approach which could result in changes to the tax status of
or rules governing VCTs.
Mitigation:
There is a practice of consultation before any
major changes are implemented. It is important that the
Company can respond proactively to any changes and
understand what, if any, impact they will have.
Emerging Risks
Climate Change Risk
Due to the medium to long-term time horizon of Climate
Change this risk is deemed as an emerging risk.
Climate Change or related legislation is considered unlikely
to have a major near-term impact on the Company, as the
vast majority of the portfolio is made up of a diversified
range of software-based businesses. Each prospective new
company holding is considered with regard to how it may
be impacted by climate change, particularly in relation to
sources of energy associated with data storage, and how
this could in turn affect future growth.
Triple Point as Investment Manager is committed to
sound management of climate risk and opportunity to
ensure the long-term protection of asset value through
reduction of exposure to the risk and also to contribute to
essential carbon reduction requirements. The Investment
Manager has now set near-term science-aligned Net Zero
targets. The targets have been submitted to the Net Zero
Asset Managers Initiative and at the time of reporting
the business was awaiting acceptance of the submitted
targets. Triple Point also publish a Carbon Reduction Plan
which is available on its website.
Macroeconomic Conditions
A further deterioration in macroeconomic conditions, such
as a severe recession or stagnant inflation (“stagflation”),
could have both a direct and indirect impact on existing
portfolio companies, particularly in the event that investor
risk appetite declines, as this would make it harder to
secure new venture funds or other capital, which is often
necessary for their continued long-term operations.
The ongoing and increasing level of global tension and
conflict has proven to impact the global supply chains and
dynamically influence the macroeconomic landscape, all
of which has knock on impacts to both the performance of
our portfolio companies and appetite of our investor base.
In addition to macroeconomic risk, any sustained
deterioration of trust, liquidity or capital in the banking
sector could have a material impact on existing portfolio
companies given their reliance on existing cash reserves
to fund regular outgoings. The Investment Manager
continues to closely monitor the cash position of portfolio
companies.
Triple Point Venture VCT plc
20
|
Company Strategy and Business Model
continued
Going Concern
The Company’s business activities, together with the
factors likely to affect its future development, performance
and position, are set out in the Investment Manager’s
Review. The Company faces a number of risks and
uncertainties, as set out above.
The Company’s going concern position is also discussed in
note 2 to the financial statements.
The Financial Risk Management objectives and policies of
the Company, including exposure to price risk, interest rate
risk, credit risk and liquidity risk are discussed in note 19 to
the financial statements.
The Company continues to meet day-to-day liquidity
needs through its cash resources on hand. The Company
takes an active approach to manage liquidity and increase
the return on cash held.
The Company continues to raise funds via new share issues
to investors, and at the reporting date the Company had
cash of £18.2 million and net current assets of £18.1 million
(2023: £11.8 million). A further £7.6 million has been
raised since the reporting date, further strengthening the
Company’s liquidity position.
The major cash outflows of the Company continue to be
the payment of dividends to Shareholders, costs relating to
the funding of investments and management fees due to
the Investment Manager. Dividends and, for the most part,
new investments are discretionary.
The Directors have reviewed cash flow projections,
including various scenarios comprising a plausible
downside scenario where fundraising is at a reduced
level and inflation remains higher for longer and a severe
downside scenario, whereby the Company does not raise
any future capital and inflation remains higher for longer.
In both downside scenarios, the Company has sufficient
financial resources to meet its obligations for at least
12 months from the date of this report being the end
of May 2025.
Accordingly, the Directors continue to adopt the going
concern basis in preparing the financial statements.
Viability Statement
In accordance with the FRC UK Corporate Governance
Code published in 2018 and provision 36 of the AIC Code
of Corporate Governance, the Directors have assessed
the prospects of the Company over a period of five years,
consistent with the expected minimum investment holding
period of a VCT investor. Under VCT rules, subscribing
investors are required to hold their investment for a five-
year period in order to benefit from the associated tax
reliefs. The Board regularly considers strategy, including
investor demand for the Company’s shares, and the
Board considers five years as a reasonable time period for
reviewing the Company’s prospects.
In order to assess this requirement, the Board regularly
considers the Company’s strategy and considers the
Company’s current position. The Board has carried out
a robust assessment of the principal and emerging risks,
including those that would threaten the Company’s
business model, future performance, solvency or liquidity
and reputation. Consideration has also been given to the
Company’s reliance on, and close working relationship
with, the Investment Manager. This has enabled the
Directors to state that they have a reasonable expectation
that the Company will be able to continue in operation and
meet its liabilities as they fall due over the period of their
assessment.
More information on the principal risks of the Company is
set out on pages 18 to 19.
The Board has considered both the Company’s long-term
and short-term cash flow projections and considers these
to be realistic and reasonable.
Portfolio company –
Fertifa
Annual Report
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2024
|
21
To provide this assessment the Board has considered
the Company’s financial position and ability to meet its
expenses as they fall due as well as considering longer-
term viability. Factors taken into account include:
•
the expenses of the Company are predictable and
modest in comparison with the assets and there are no
capital commitments foreseen which would alter that
position;
•
the Company has no employees, only Non-
Executive Directors, and consequently does not have
redundancy or other employment related liabilities or
responsibilities;
•
most of the Company’s investments will involve a
medium to long-term commitment and will be relatively
illiquid but the Company reduces the risk as a whole by
careful selection and timely realisation of investments;
•
the Directors will continue to monitor closely changes
in the VCT legislation and adapt to any changes to
ensure the Company maintains approval. The Directors
have appointed an independent adviser to undertake
the VCT status monitoring role; and
•
the Directors have considered the ongoing and future
effects of external events (such as global tensions and
conflicts)on the Company and its longer-term viability.
More detail on this is included in the Principal Risks and
Uncertainties section on pages 18 to 19.
Based on the results of this review, the Directors have
a reasonable expectation that the Company will be
able to continue its operations and meet its expenses
and liabilities as they fall due over the period of their
assessment.
Triple Point Venture VCT plc
22
|
Section 172(1) Statement
The following disclosure describes how the Directors have had regard to the matters set out in Section 172(1)(a) to (f)
when performing their duty under Section 172 and forms the directors’ statement required under Section 414CZA of the
Companies Act 2006.
Stakeholder Engagement
This section describes how the Board engages with its key stakeholders, and how it considers their interests when making
its decisions. Further, it demonstrates how the Board takes into consideration the long-term impact of its decisions, and
its desire to maintain a reputation for high standards of business conduct.
Company Strategy and Business Model
continued
Annual Report
|
2024
|
23
Principal Decisions
Below are the principal decisions made or approved by the Directors during the year. In taking these decisions, the
Directors considered their duties under Section 172 of the Act. Principal decisions have been defined as those that have
a material impact to the Company and its key stakeholders, as defined above.
Director appointment
During the period, the Board undertook a recruitment process for a new director, with the assistance of an external search
consultancy. Sam Smith was appointed to the Board as Independent Non-Executive Director effective 8 February 2024.
Sam was also appointed as a member of the Audit Committee and Senior Independent Non-Executive Director effective
the same date. Sam’s bio can be found on page 44.
Change of AIFM arrangements
During the period, effective 12 September 2023, the Investment Manager was appointed as the Company’s AIFM and is
now responsible for risk management and portfolio management. Therefore, the Investment Manager has full discretion
under the Investment Management Agreement to make investments in accordance with the Company’s Investment Policy
from time to time. In addition, the Company has appointed a depositary Indos Financial Limited, and their details can be
found on page 99.
Payment of dividends
During the year, the Company paid a 2 pence per Share interim dividend on 4 September 2023 and declared a further
2 pence per Share interim dividend on 3 January 2024, which was paid shortly after the period end on 18 March 2024.
STAKEHOLDER
IMPORTANCE
BOARD ENGAGEMENT
Investee
companies
The Company through its
Investment Manager has
important relationships
with individuals responsible
for the management and
performance of its investee
companies.
The Investment Manager maintains regular contact with
portfolio companies and, where appropriate, sits on the Board
of those companies, and receives regular performance reports.
External
Service
Providers
To function as a VCT with
a premium listing on the
London Stock Exchange, the
Company relies on external
service providers for support
in meeting all relevant
obligations.
These service providers are
fundamental to ensuring
that the Company meets the
high standards of conduct
that the Board sets.
The Company has a number of service providers which include
the Investment Manager, Company Secretary, Depositary,
Registrar, Legal Advisers, VCT Compliance Adviser and the
Auditor. The Board receives periodic reports from other service
providers on their activities and performance.
The Board has regular contact with the two main service
providers, the Investment Manager and the Company Secretary
through quarterly Board meetings and more regular discussions
with the Board.
Community
The Directors recognise that
the long-term success of the
Company is linked to the
success of the communities
in which the Company and its
investee companies, operate.
The Board encourages the responsible investment ethos of
the Investment Manager. The Board is cognisant of the impact
of the Company’s operations and of the companies in which
it invests and believes that its investment activities have many
positive benefits beyond the returns delivered for Shareholders.
Regulators
Good governance and
compliance with regulations
is essential to achieving
continued success.
The Company engages an external adviser to report on its
compliance with the VCT rules.
Triple Point Venture VCT plc
24
|
Sector Analysis
SME
Retail
Health
Energy
Aviation
Hydroelectric Power
B2B Sales
Field Engineering
Construction
Veterinary
RevOps
InsureTech
Cyber Security
Logistics
Content & Design
ClimateTech
PropTech
HealthTech
Middleware
FinTech
Education
Telecommunications
HR
£490k
£1,500k
£1,700k
£2,968k
£1,500k
£258k
£220k
£1,047k
£300k
£1,000k
£112k
£573k
£1,375k
£1,800k
£75k
£1,853k
£1,125k
£10,271k
£5,068k
£4,260k
£676k
£29k
£5,622k
The unquoted investment portfolio can be analysed as follows:
70%
29%
1%
Qualifying Unquoted Investments
Non-Qualifying Unquoted Investments
Cash and Cash Equivalents
* Under current VCT regulations the Company has three years before undeployed cash counts towards the qualifying status of the Company. Undeployed
cash is therefore not taken into account in determining the Current Qualifying status percentage of the Company, which at the year-end was above 80%.
Sector by Investment Value
Assets by Investment Value*
Annual Report
|
2024
|
25
The year under review was the fifth for the Venture
strategy. Against a backdrop of continued softness in
the macro environment during the year, which also saw
a drop in the overall number of venture capital deals in
the UK and US, Triple Point’s Venture team continued to
make good progress in deploying the Company’s cash.
The team completed eight new qualifying investments as
well as 11 follow-on investments into a diverse range of
sectors spanning climate, health, hospitality operations,
business intelligence, fintech and HR-Tech. As at the
end of February 2024, the portfolio consists of stakes in
48 qualifying technology businesses.
The Company distributed £1.1m to Shareholders during
the year by way of dividends, as well as distributing the
final returns to the A and B Share classes.
Strategy
The Company looks to maximise Shareholder returns by
investing in innovative early-stage businesses, typically
at the point where they have achieved some market
validation for their product or service, with one or more
contracts secured with a corporate customer. The core
investment focus for the Company has thus been at the
Seed and Series A stage funding rounds, investing in
business-to-business technology companies – often with
a specialist software product - that are raising funds to
drive product and sales development in order to take
their revenues to the next level. The Company also
seeks to invest in a select number of so-called “pre-
seed” technology businesses every year which may be
pre-revenue but where there is a particularly compelling
opportunity, perhaps because of the founding team, or the
product opportunity, or the feedback we have received
from potential customer due diligence.
“We are pleased to report that seven portfolio
companies raised additional equity funding
at higher valuations during the period as they
mature through the venture capital lifecycle. ”
Ian McLennan |
Partner
Triple Point Venture VCT plc
26
|
Investment
Manager’s
Review
Net asset value and the funding
environment
The Venture NAV per Share declined to 98.55 pence
from 102.17 pence at the end of last year representing a
3.5% reduction. The total return for the Company, being
NAV plus cumulative dividends paid up to 29 February
2024 of 11 pence per Share, is 109.55 pence per Share
(2023: 111.17 pence per Share). Last September’s 2 pence
per Share interim dividend payment was the fourth
dividend for the Venture Shares, with an additional fifth
interim dividend of 2 pence per Share paid in March
2024, bringing total dividends paid to date to 13 pence
per Share. The Venture Shares went ex-dividend on
15 February 2024.
The decline in NAV per Share over the year was driven by
the 2 pence per Share of interim dividends paid during the
year, as well as the net running costs of the Company. The
net portfolio values remained broadly flat during the year
with a small valuation gain, which reflected a continued
fairly challenging venture funding environment in the
first six months of the year in review as a result of higher
interest rates and the hangover from the listed tech equity
valuation correction of 2022.
The first half of the year was impacted by further
consecutive interest rate rises, peaking in August 2023,
with other major central banks following a very similar
trajectory. Consequently, the fundraising environment had
become more testing for many start-up founders as many
venture funds were deploying capital at a slower rate
and became much more challenging in their assessment
of what “good” looks like at each stage of the venture
journey. The benchmarks for success sought by venture
capital investors (VCs) changed, shifting the emphasis from
pure growth potential to capital efficiency in early 2023.
As a result, many venture backed businesses, including
many of those in our portfolio, took action to reduce their
cash burn rates in order to extend their cash runway. That
phase, broadly from mid-2022 through to mid-2023, also
saw a trend towards more fundraises being carried out via
convertible loan notes (CLNs, a form of loan that can be
converted to equity in the future in certain circumstances)
which, by providing loans, defer a new price being set for
a company’s equity issuance. It should also be said that
despite the slightly sluggish overall environment, tech
start-ups with either convincing traction (i.e. 100% plus
revenue growth year-on-year) and/or compelling founding
teams, were not struggling to raise the funding that
they needed.
During the second half of the period under review,
the market received a boost in light of forecasts that
interest rates may have peaked and might decline as
2024 progresses. This development potentially lowers
the cost of capital for start-ups and, more importantly,
allows investors to begin to look forward to economic
recovery rather than focus on fears of prolonged recession.
Alongside this, there was a sustained rally in large-cap
tech shares in global stock markets, driven at least partly
by a period of optimism about the potential growth
opportunities arising from AI. Not coincidentally, we are
beginning to witness increased activity in the venture
capital funding market. During the period, several strongly
performing portfolio companies attracted capital from
new investors at significant valuation uplifts. We are
pleased to report that seven portfolio companies raised
additional equity funding at higher valuations during the
period as they mature through the venture capital lifecycle.
These companies were SonicJobs, Konfir, Kamma, Fluent
(formerly Channel), Modo Energy, Scan.com and Visibly.
This is up from just three portfolio companies that had
material valuation gains in the 2022/23 financial year,
highlighting the increased market activity year-on-year.
Portfolio company –
SeeChange
Annual Report
|
2024
|
27
It appears also that the trend of CLNs and companies
extending cash runway has begun to reverse as we
experience more companies returning to the market to
raise equity funding. One example from our own portfolio
is Modo Energy. The Company first invested in Modo
early in 2023 via a CLN. In October that same year, Modo
raised a £12m priced equity round in which the Company’s
CLN converted into equity. The Ventures team has also
seen some increase in competition to fund the better
opportunities as investors are returning to the market.
At the same time, we have started to see a few flatter or
“down-rounds”, where founders and investors accept that
in order to raise further funds the valuations achieved for
the new funds may be lower than they were in 2020-21.
While this is naturally disappointing in individual cases, and
impacts valuations, we believe this increased activity and
acceptance is positive for the ecosystem, allowing some
founders to raise the necessary capital to pursue growth
after a period of reducing costs and focusing on extension
of cash runway.
Valuations
As mentioned above, we continued to see more activity in
the market as the period progressed, with seven companies
raising additional equity funding at higher valuations during
the period. Several strongly performing portfolio companies,
such as Modo Energy and Scan.com, with strong revenue
growth and compelling founding teams, raised funding at
significantly higher valuations. Both companies will use the
fresh funding to pursue ambitious growth plans in the US.
In the case of Scan.com, this was the second up-round since
the Company originally invested. At the time of writing,
several other portfolio companies have also received signed
term sheets for fresh equity funding at higher valuations. As
a result, we have seen a slight increase in the NAV per Share
since August.
There have also been a number of portfolio companies
which have not met our expectations. We have initiated
or increased existing downward fair-value adjustments
to 17 portfolio companies during the year where we
believe that growth rates are not sufficient to offset
market valuation declines or that the risks associated
with shortening cash runway are high or rising. And, as
mentioned in the Chair’s statement, one Fintech company
has been exited at a loss as a result of founder “burn-out”.
As previously reported, the portfolio contains some
companies which benefitted from the very positive
valuation climate for fundraising back in 2021. We are
pleased to report that one of these companies raised
a Series C funding round during the period following a
successful year. The business grew invoiced revenues
over 170% year-on-year and contracted revenues by
nearly 300%. However, we have continued to maintain
varying fair-value downward adjustments (versus observed
transaction price) on such companies where the observed
valuations have looked particularly stretched.
Portfolio Support
We have continued to actively support the Company’s
portfolio companies wherever we can by participating
in Board meetings, by helping them share best practice
through hosting regular events and by making relevant
introductions where necessary, be it through suppliers,
potential customers or via investor introductions for
further fundraising rounds. The fact that we have made
11 follow-on investments during the period is testament
to our willingness to support portfolio companies that
perform to or near to plan. We do not, however, provide
follow-on investment to all our portfolio companies – if
our experience since investment suggests that our original
investment thesis was flawed, then we will not make further
investments and “put good money after bad”.
Deal Origination and Deployment
As the Company’s portfolio has grown, so too has the
number of follow-on investment opportunities. But the
Ventures team also continues to actively originate new
deal flow through a mixture of outbound origination and
through leveraging the team’s network in the early-stage
tech investing sector. More active outbound origination
specifically has allowed us to continue to uncover
compelling founders and innovations. Where possible
we are using digital tools to help us with outbound
origination, for example to identify and monitor new
start-ups being created by founders who have left well-
regarded larger venture-backed businesses. We also make
outbound origination contact in sub-sectors that excite us,
rather than waiting for start-ups to come to us.
In the period under review, the team successfully
completed eight new investments. These included
investments as part of a Seed stage investment round for
Fluent (formerly Channel, an AI analyst software for data),
an investment into Scan.com (an infrastructure layer to
connect the global diagnostic imaging market) and a Seed
round for Visibly (a training and supervision software for
field engineers).
New investments also included a machine learning and
clinical innovation software to reshape the delivery of
primary care (Abtrace), a heat pump installer software
(Heat Geek), a core operations platform for restaurants
(Nory), and a recognition platform for real-world
applications of computer vision (SeeChange).
Triple Point Venture VCT plc
28
|
Investment Manager’s Review
continued
The Company provided follow-on funding to three
portfolio companies early in the period via CLNs (discussed
above), with one example being Semble, a clinic
management system, which helps healthcare practices
manage all aspects of their administration in once place.
Semble continues to grow steadily and the additional
funding is being used to help the business to pursue
European expansion.
Examples of sectors in which we continue to take an active
interest are AI and data, Healthcare Analytics, Energy
transition and climate related software, and Biotech (or
“Techbio” as it is known when the tech does most of the
work). The advances in AI make us keener than ever on
companies that have a data angle – more and better data
and information is the feedstock required to train useful AI
models. Thus, we actively look for companies that generate
specialist data, even if it is, to begin with, more of a by-
product of their core service than an objective. While we
will surely see the benefits of a whole range of new drugs
and materials being discovered over the coming years, it is
important that we recognise the risks and limitations of AI
and ensure that its benefits are harnessed responsibly.
While renewables now contribute a greater share of UK
energy mix than fossil fuels, significant ongoing investment
is still required to build the smart cities and grid that a
net zero world requires. Our preferred business models
for investment in this area remain software solutions
or perhaps niche hardware that supports the wider
infrastructure development.
Portfolio
Since inception of the Venture strategy, the Company
has made 51 venture investments. The year in review
saw no complete failures (company in administration with
100% loss) by our portfolio companies. In fact, we have
experienced only one complete failure since inception.
This is testament to the focus that the investment team
places on quality of teams and the continued support
we provide to our portfolio companies that deserve it.
However, the Company did experience a crystallised loss,
exiting Localz in the logistics sector, which was acquired
by Descartes Systems Group at a 39% loss. That was the
best option given Localz was unable to raise new venture
funding and we were able to return some proceeds to the
Company from a business which suffered in the aftermath
of the Covid-19 pandemic. During the period, we also
took a full write-down on one portfolio company, which we
expect to enter into an orderly wind down in the coming
months. While disappointing, we view the failure of some
investments as an inevitable part of venture investing,
which is why we always look for new investments to have
the potential to provide significant return multiples on
initial in investment costs.
The most active sub-sectors for deployment during the
period were Healthtech, where £4.05m was deployed, and
Climate, where £3.55m was deployed. At the end of the
year the largest sub-sectors in terms of portfolio value were
again Fintech and Healthtech, two sectors in which the
Triple Point has particular experience. However, while there
were some notable gains in Health, it has been a tougher
year for the Fintech sector, with the portfolio recording two
down valuations.
Of the eight new investments made this year, six were
made at Seed stage and two at pre-Seed. While the Seed
focus is clear for new investments, the Company also
continues to back later stage deals via its existing portfolio
companies; during the period, there were six Series A
follow-on funding rounds, and one Series B round. It is
worth noting that different investors attribute different
nomenclature to different rounds, and Seed stage for one
investor might be Series A for another. Our focus continues
to be on those companies that have early evidence of
product-market fit and are looking to raise between
£1 million and £5 million to take them to the next level.
We very much continue to see ourselves as a Seed stage
investor. Many of the businesses in which the Company
invests involve the use of leading-edge technology and
would be classified as “knowledge-intensive” by HMRC
rules – very much the types of innovative UK businesses
that the government wishes to see backed by VCT capital,
and which allows investors to benefit from substantial tax
reliefs. Such investing comes with risks to capital, some
of which we aim to mitigate by focusing investment on
businesses that are actively solving significant problems for
commercial customers.
Liquidity Management
In light of higher interest rates, we have taken active steps
to manage liquidity. Throughout the period, the majority
of the Company’s liquid funds awaiting deployment have
been invested in money market funds and a corporate
bond fund. The Company has opened accounts and
invested in the BlackRock International Cash Series Sterling
Government Liquidity Fund, the BlackRock International
Cash Series Sterling Liquidity Fund, the Vanguard UK
Short-Term Investment Grade Bond Index Fund, and the
HSBC Sterling ESG Liquidity Fund. In today’s interest rate
environment this improves the return on the Company’s
cash (relative to bank deposits) whilst complying with VCT
rules on sources of income. These funds provide easy
access to the Company’s liquidity, while ensuring there is
no cash drag on funds awaiting deployment into qualifying
investments.
Annual Report
|
2024
|
29
opportunity-for-cybersecurity-technology-and-service-providers
OutThink
Cybercrime poses a significant threat to
individuals, businesses, and governments,
leading to substantial financial losses and
potential severe consequences for people’s
livelihoods, business profitability, and for
overall economic stability. The global annual
cost of cybercrime is predicted to grow from
$6.9 trillion in 2021 to $10.5 trillion in 2025
(source: Esentire 2022 Official Cybercrime
Report).
The Team
OutThink was launched by a group of
cybersecurity experts who were frustrated
with existing cybersecurity training
that involved tick-box exercises and
small improvements to human IT risks.
CEO Flavius Plesu has over a decade
of experience in this area, including as
Head of IT Security for University of West
London, Global Head of Cyber Security for
IHS Markit and Chief Information Security
Officer at the Bank of Ireland.
The Product
Based in London, OutThink is a
cybersecurity risk management platform
that uses data science and machine
learning to minimise human risk. As human
behaviour is the source of 90% of all data
breaches, OutThink’s platform has been
developed specifically to identify and
measure human risk and change people’s
behaviour to improve cybersecurity.
The Market
Cybersecurity spending is forecast to grow
from $150 billion in 2021 to $214 billion
in 2025*. OutThink’s platform is already
being used by large, complex organisations
around the world (including FTSE 100
companies), and is recognised as the world’s
first human risk management platform.
Triple Point Venture VCT plc
30
|
Company Spotlight
OutThink
Prof. Angela Sasse |
Chief Scientific Adviser at OutThink
Annual Report
|
2024
|
31
ESG
Both the Board and the Investment Manager believe
Environmental, Social and Governance (“ESG”)
considerations are important, and they are taken into
account through the investment process within the
Company. Whilst early-stage companies do not have
the scale or resources to adopt the full scale of ESG
initiatives open to large corporates, we always consider
the processes and policies they have in place to ensure
that they are proportionate to their size and activities, and
recognise that acting when small lays the foundation of
good ESG for the future. It also provides a competitive
advantage for small companies seeking business with large
corporates who have ESG supply chain requirements.
Please see the section on ESG and Responsible Investing
on pages 41 to 42 for further information.
Outlook
As discussed above, 2022-23 was a challenging period
at the macro level and for many start-ups seeking
venture funding. Despite that, we have continued to see
entrepreneurial activity and innovation thrive, evidenced by
the number of investment opportunities that we continue
to find and invest in from the Company. What’s more, larger
corporates are actively increasing spend on productivity-
enhancing software solutions (despite a tougher economic
environment and focus on costs). We believe this leaves the
portfolio well positioned for future growth.
While the economic backdrop remains soft, interest rates
now appear to have peaked. It is increasingly looking like
the Bank of England will start to cut interest rates in the
second half of 2024, and forecasts suggest the economy is
likely to gather a bit of pace as 2024 progresses. We have
already seen a strong recovery in listed tech stocks; indeed
the NASDAQ index is near new highs as we write. While
that rally has been dominated by the mega-cap tech stocks
rather than the smaller caps that may be better analogies
for our unquoted venture investments, we have also seen a
stabilisation in mid-cap Saas stock valuations and a modest
recovery in the Initial Public Offering market.
While venture deal volumes remained down year-on-year in
Q4 2023, we believe the aforementioned modest signs of
optimism have more recently begun to be apparent in the
venture funding markets. We have already described the
increased activity that the Company’s portfolio witnessed in
the second half of the year in review; the balance of which
was positive for the first time in 18 months, suggesting
the market is beginning to normalise. Even the willingness
in some cases of founders and boards to accept funding
rounds at lower valuations than previous rounds in order to
move their businesses forward is symptomatic of a world
where business people are ready to move on. And there is
a clear enthusiasm around AI and the businesses that can
exploit it, both in the listed sector and in our own venture
niche. Even looking outside our technology niche, there are
signs of M&A and restructuring picking up in other sectors.
All-in-all then, there appears to be a far better case for
forward-looking optimism about the venture capital and
start-up world than there was a year ago.
It is early days and risks remain, as ever. We would highlight
(i) the risk that services and wage inflation is more persistent
than hoped in the UK and US this year, which could dent
current optimism about the likely trajectory of interest rates,
(ii) the continued risk from geopolitical events after we
escaped from the Ukraine-invasion inspired mini energy-
shock of 2022 with less damage than was expected and (iii)
the risk of markets and venture capitalists getting carried
away again about the latest craze, centred this time on
AI. Regarding the latter, we think that it is too early to
be overly concerned, that there are plenty of interesting
investment opportunities around AI beyond just the pure-
play investments, and that we can be careful regarding the
valuations paid for opportunities that are over-popular.
Deal flow remains strong and there continues to be no
shortage of companies with innovative business ideas
seeking funding. As the VCT’s fundraise draws to a close,
the Company is in a healthy cash position to access
these innovative companies, particularly where some
investors are yet to return to the market. As ever, our focus
continues to be on finding and backing software start-ups
that we believe have the potential to generate returns of
at least 10x our investment cost, that are operating in large
markets and that have strong founding teams.
There are a number of areas where we see particular
promise. We are searching for software that can enable
the energy transition and carbon management; we are
interested in businesses using end-to-end vertical software
to revolutionise business models in services sectors,
perhaps by delivering the whole service themselves in
a tech-enabled way, rather than just selling software to
another service business; we are looking for companies
in all niches, but particularly health, where data is a
significant by-product of their core product - companies
with the best access to data will be better able to exploit
AI opportunities in the future. Finally, we are talking to
companies that combine software with hardware, perhaps
with the software replicating part of what the hardware
currently does (for example laboratory-based testing).
It is an exciting time to be a seed-focused venture investor.
Ian McLennan
Partner
For Triple Point Investment Management LLP
31 May 2024
Triple Point Venture VCT plc
32
|
Investment Manager’s Review
continued
Portfolio company –
Nory
Annual Report
|
2024
|
33
Triple Point Venture VCT plc
34
|
29 February 2024
28 February 2023
Cost
Valuation
Cost
Valuation
£'000
%
£'000
%
£'000
%
£'000
%
Unquoted qualifying holdings
38,426
67.30
43,333
69.87
27,291
59.34
31,498
62.74
Non-Qualifying holdings
470
0.82
491
0.79
471
1.02
481
0.96
Financial assets at fair value through
profit or loss
38,896
68.12
43,824
70.66
27,762
60.36
31,979
63.70
Cash and cash equivalents
18,199
31.88
18,199
29.34
18,222
39.64
18,222
36.30
57,095
100.00
62,023
100.00
45,984
100.00
50,201
100.00
Non-Qualifying holdings
Modern Power Generation Ltd
470
0.82
491
0.79
471
1.02
481
0.96
Venture Investments
Qualifying Holdings
Degreed
300
0.53
411
0.66
300
0.65
432
0.86
Augnet
300
0.53
29
0.05
300
0.65
100
0.20
Aptem
150
0.26
441
0.71
150
0.33
441
0.88
Counting Up
920
1.61
641
1.03
920
2.00
1,044
2.08
Ably Real Time
1,312
2.30
2,452
3.95
1,312
2.85
3,153
6.28
Semble
1,760
3.08
2,374
3.83
760
1.65
1,374
2.74
Vyne Technologies
1,752
3.07
1,585
2.56
1,752
3.81
3,233
6.44
Pelago
1,245
2.18
2,399
3.87
1,245
2.71
2,565
5.11
Realforce
799
1.40
223
0.36
799
1.74
638
1.27
Airly
987
1.73
853
1.38
987
2.15
999
1.99
Biorelate
1,000
1.75
1,000
1.61
1,000
2.17
1,000
1.99
Artificial Artists
150
0.26
75
0.12
150
0.33
150
0.30
Veremark
910
1.59
2,095
3.38
910
1.98
1,529
3.05
Sealit
200
0.35
50
0.08
200
0.43
100
0.20
Bkwai
250
0.44
–
–
250
0.54
91
0.18
Exate
500
0.88
250
0.40
500
1.09
400
0.80
Expression Insurance
1,000
1.75
573
0.92
1,000
2.17
118
0.24
Kamma
800
1.40
902
1.45
500
1.09
200
0.40
Seedata
150
0.26
75
0.12
150
0.33
150
0.30
Stepex
499
0.87
350
0.56
499
1.09
399
0.79
Ryde
2,000
3.50
1,800
2.90
1,988
4.32
1,988
3.96
Payaable
343
0.60
219
0.35
343
0.75
438
0.87
Tickitto
1,000
1.75
500
0.81
1,000
2.17
800
1.59
SonicJobs
600
1.05
788
1.27
450
0.98
638
1.27
Catalyst
224
0.39
112
0.18
224
0.49
224
0.45
Knok
684
1.20
947
1.53
513
1.12
640
1.27
Learnerbly
200
0.35
235
0.38
200
0.43
200
0.40
Pixie
915
1.60
487
0.79
915
1.99
915
1.82
PetsApp
1,000
1.75
1,000
1.61
1,000
2.17
1,000
1.99
Ramp
309
0.54
309
0.50
308
0.67
308
0.61
Konfir
800
1.40
838
1.35
500
1.09
519
1.02
Konstructly
300
0.53
300
0.48
300
0.65
300
0.60
Visibly Tech
541
0.95
1,047
1.69
300
0.65
300
0.60
Crowd Data
500
0.88
350
0.56
500
1.09
500
1.00
Trumpet
220
0.39
220
0.35
120
0.26
120
0.24
Fluent (formerly Channel)
700
1.23
1,489
2.40
400
0.87
400
0.80
Scan.com
1,800
3.15
3,370
5.44
800
1.74
1,000
1.99
OutThink
1,000
1.75
1,000
1.61
1,000
2.17
1,000
1.99
Shenval*
497
0.87
258
0.42
497
1.08
292
0.58
AeroCloud
1,500
2.63
1,500
2.42
1,500
3.26
1,500
2.99
Modo Energy
2,250
3.94
2,968
4.80
–
–
–
–
Virtual Science AI
182
0.32
182
0.29
–
–
–
–
Fertifa
1,000
1.75
1,000
1.61
–
–
–
–
Nory
1,527
2.67
2,116
3.41
–
–
–
–
SeeChange
1,500
2.63
1,500
2.42
–
–
–
–
Heat Geek (formerly Skoon)
1,000
1.75
1,000
1.61
–
–
–
–
Tuza (formerly Statement)
150
0.26
320
0.52
–
–
–
–
Abtrace
700
1.23
700
1.13
–
–
–
–
Localz
–
–
–
–
750
1.63
300
0.60
38,426
67.30
43,333
69.87
27,291
59.34
31,498
62.74
*
Green Highland Shenval Ltd was transferred from A Shares to the Venture Shares in November 2022 following a valuation adjustment. It was acquired by
the Company in February 2017 for £860k.
Financial Assets are measured at fair value through profit or loss. The initial best estimate of fair value of these investments that are either quoted or
unquoted on an active market is the transaction price (i.e. cost). The fair value of these investments is subsequently measured by reference to the enterprise
value of the investee company, which is best deemed to reflect the fair value. Where the Board considers the investee company’s enterprise value to remain
unchanged since acquisition, investments continue to be held at cost (less any loan repayments received).
Investment Portfolio Summary
Portfolio company –
Heat Geek
Annual Report
|
2024
|
35
National MRI Scan Limited
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
27-Jul-2022
1,799,990
3,369,415
Last Equity Raise
–
3.30%
–
Summary of Information from Investee Company Financial Statements*:
£'000
Net assets as at 31 Dec 2022
(2,259)
Net assets as at 31 Dec 2021
1,341
Scan.com
is building the infrastructure layer to connect the global diagnostic imaging market, aiming to solve the lack of price
transparency for imaging, long waiting lists and reliance on archaic workflows.
* The Investees are required only to submit Small Companies Accounts to Companies House hence only net assets have been disclosed.
Modo Energy Ltd
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
03-Mar-2023
2,250,084
2,968,446
Last Equity Raise
–
5.34%
–
Summary of Information from Investee Company Financial Statements*:
£'000
Net assets as at 31 Oct 2023
8,787
Net assets as at 31 Oct 2022
2,708
Modo
are creating a complete platform for energy market and asset performance data.
* The Investees are required only to submit Small Companies Accounts to Companies House hence only net assets have been disclosed.
Investment Portfolio
Ten Largest Investments
Triple Point Venture VCT plc
36
|
Ably Real-Time Ltd
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
30-Oct-2019
1,312,027
2,452,322
Last Equity Raise
adjusted for fair value
–
2.05%
–
Summary of Information from Investee Company Financial Statements:
£'000
Turnover to year end 31 Jan 2023
8,997
Turnover to year end 31 Dec 2021
5,203
Earnings before interest, tax, amortisation and depreciation (EBITDA) ) to year end 31 Jan 2023
(17,372)
Earnings before interest, tax, amortisation and depreciation (EBITDA) to year end 31 Dec 2021
(8,003)
Profit before tax to year end 31 Jan 2023
(17,308)
Proft before tax to year end 31 Dec 2021
(8,061)
Net assets as at 31 Jan 2023
15,606
Net assets as at 31 Dec 2021
31,357
Ably
is a real time data delivery service provider.
Digital Therapeutics Inc (Pelago Health)
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
14-Feb-2020
1,245,285
2,399,112
Last Equity Raise
adjusted for fair value
–
1.28%
–
Summary of Information from Investee Company Financial Statements*:
£'000
Pelago
is a virtual clinic for substance use management. Pelago is transforming substance use support – from prevention
to treatment—delivering education, management skills, and opportunities for positive change to members struggling with
substance use.
* This company is exempt from publishing accounts and hence no financial details are disclosed.
Annual Report
|
2024
|
37
Semble Technology Limited
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
20-Nov-2019
1,760,016
2,374,445
Last Equity Raise
–
5.98%
–
Summary of Information from latest available Investee Company Financial Statements*:
£'000
Net assets as at 31 Dec 2022
2,008
Net assets as at 31 Dec 2021
5,104
Semble
is a clinical system (EHR) built to enable medical clinicians and admin staff to complete their day-to-day work in one place
rather than needing to use multiple systems. The software covers the entire patient journey, saving the medical clinicians time,
enabling them to spend more time treating patients.
* The Investees are required only to submit Small Companies Accounts to Companies House hence only net assets have been disclosed.
Hospitality Growth Services Ltd (Nory AI)
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
09-May-2023
1,527,229
2,116,036
Last Equity Raise
adjusted for fair value
–
7.23%
–
Summary of Information from latest available Investee Company Financial Statements*:
£'000
Nory
provide AI-enabled software for hospitality businesses to manage their business and restaurant operations.
* The company is yet to publish public accounts.
Triple Point Venture VCT plc
38
|
Investment Portfolio
Ten Largest Investments
continued
Veremark Limited
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
12-Aug-2020
909,906
2,095,145
Last Equity Raise
–
5.28%
–
Summary of Information from Investee Company Financial Statements*:
£'000
Net assets as at 31 Dec 2022
5,257
Net assets as at 31 Dec 2021
1,547
Veremark
is an employment background checking software for checks such as credit ratings and criminal records.
* The Investees are required only to submit Small Companies Accounts to Companies House hence only net assets have been disclosed.
Gameplan Technology Limited (Ryde)
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
27-Jul-2021
2,000,002
1,800,002
Cost adjusted for
fair-value
–
7.34%
–
Summary of Information from Investee Company Financial Statements*:
£'000
Net assets as at 31 Dec 2022
1,409
Net assets as at 31 Dec 2021
2,368
Ryde
provides a fully integrated delivery management platform combining the best of fleet management software, third party
logistics software and a flexible workforce to Ecommerce companies requiring deliveries.
* The Investees are required only to submit Small Companies Accounts to Companies House hence only net assets have been disclosed.
Annual Report
|
2024
|
39
Vyne Technologies Limited
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
25-Nov-2019
1,752,185
1,584,809
Last Equity Raise
adjusted for fair value
–
7.95%
–
Summary of Information from Investee Company Financial Statements*:
£'000
Net assets as at 31 Mar 2023
2,734
Net assets as at 31 Mar 2022
5,549
Vyne
is a payments business that uses Open Banking APIs to transfer money directly from the bank accounts of consumers to the
bank accounts of the online merchants from which they are purchasing items or services.
* The Investees are required only to submit Small Companies Accounts to Companies House hence only net assets have been disclosed.
Seechange Technologies Limited
Date of first
investment
Cost
£
Valuation
£
Valuation
Method
Income
recognised
by TPV for
the year
£'000
Equity Held
by TPV
%
Other Equity
Held by TPIM
managed
funds
%
26-Sep-2023
1,500,000
1,500,000
Cost
–
5.0%
–
Summary of Information from Investee Company Financial Statements*:
£'000
Net assets as at 31 Dec 2022
(2,191)
Net assets as at 31 Oct 2021
188
SeeChange
are building a general-purpose recognition platform for real-world application of computer vision, starting with use
cases for retailers.
* The Investees are required only to submit Small Companies Accounts to Companies House hence only net assets have been disclosed.
Triple Point Venture VCT plc
40
|
Investment Portfolio
Ten Largest Investments
continued
Investment Manager approach to
ESG and responsible investing
Triple Point is founded on the principle of people, purpose
and profit. The manager strives to identify and unlock
investment opportunities that have purpose, so we
can help people and planet while generating profit for
investors.
Triple Point has committed to the following frameworks to
demonstrate commitment to responsible investment:
•
Triple Point is a certified B Corp with a score of 97.6.
Certified B Corporations are businesses that meet the
highest standards of verified social and environmental
performance, public transparency, and legal
accountability to balance profit and purpose.
•
Triple Point is a signatory to the Principles for
Responsible Investment (“PRI”). This commitment
was made in 2019 and requires Triple Point to uphold
and demonstrate progress on the six principles which
seek best practice in investor ESG integration and
contribution to a more sustainable global financial
system. Triple Point seeks to promote these principles
throughout its business, and they are reflected in
its Sustainability Blue Book and annual report of
its sustainability approach and outcomes
6
. These
principles ensure all investment processes have sound
and appropriate integration of ESG practice and
are overseen by the Sustainability Team who report
findings to the Triple Point Sustainability Group. This
means investment teams are aware of, and can make
informed investments decisions about, key ESG risks
and opportunities.
•
Triple Point is a signatory of the Net Zero Asset
Managers Initiative (“NZAM”). This is an international
group of asset managers committed to supporting the
goal of net zero greenhouse gas emissions. Triple Point
has now set near-term science-aligned net zero targets.
Triple Point recognise the importance of strong
governance in the successful and consistent
implementation of sustainability action. The Triple
Point Sustainability Group acts as the oversight body,
with a dedicated Sustainability Team responsible for
implementation strategy and support. The Sustainability
Group comprises senior partners and managers from
across Triple Point, who meet twice a quarter. The Group
is chaired by Triple Point’s Co-Managing Partner Ben
Beaton. Also reporting to this Group are the Sustainable
Investment Subgroup which comprises senior investment
team members from across Triple Point and is chaired by
Triple Point’s Head of Sustainability. This subgroup
shares best practice and learning in sustainability and ESG
integration from across the business, acting as source
of sustainability insight, collaboration and review which
stretches across the entire business.
In the view of the Sustainability Group, successful ESG
integration means:
•
allocated resource at a strategy level to integrate,
monitor and report on ESG issues;
•
integrating ESG considerations throughout investment
processes;
•
ensuring decision-making captures ESG risks and
opportunities, learning from decisions and reporting to
continually enhance ESG integration;
•
pro-actively engaging with investors to understand
their ESG requirements; and
•
challenging systemic issues which slow uptake of ESG
practices by asking questions, offering alternative
solutions, or engaging at a policy level.
ESG Integration Approach for the
Company
Overall business conduct (such as alignment with best
practice like the UK Bribery Act and UK Modern Slavery
Act) is assessed for all companies in the portfolio at the
point of investment, with continuing oversight from the
Investment Manager which ranges from board directors or
observers to quarterly or periodic business updates.
ESG Integration by the Investment Manager
The Investment Manager has also implemented ESG
Integration processes specifically associated to the needs
of understanding ESG risk and opportunity for small, seed-
stage companies.
We place proportionate expectations on our investee
companies, across a range of environmental, social and
governance factors according to the sector, size, stage of
growth, and future growth and development trajectory of
the company.
It is the Investment Manager’s belief that retrofitting a
sustainable business mindset and model can be time
consuming and challenging further down the line. We
invest for growth and so we take a considered judgement
that these issues could come to bear during ownership
or at exit, if they are not considered at the point of
investment.
ESG and Responsible Investing
Annual Report
|
2024
|
41
6. The 2023 Blue Book is available here: https://www.triplepoint.co.uk/filedownload.php?a=3045-65392af81a322
The aim of the Company is to invest in smaller UK
businesses to help them grow, with the primary objective
of delivering strong financial returns. However, the
Company and the Investment Manager are increasingly
mindful of the impact that the activities and those of
the businesses in which they invest have not just on the
environment, but also on their employees, communities,
and society at large.
The Company believes that its investment activities
have many positive benefits beyond the returns it
delivers for Shareholders. Our Venture Investments help
create new employment, develop and implement new
technologies and products, and improve productivity, all
of which contribute to the UK economy and benefit those
employed in those businesses and in their supply chains.
This is achieved most effectively if the company exhibits
responsible business behaviour. The investment team
assesses this proportionately and materially depending
on the company size and sector, and the scale of the
investment being made, through an environmental, social
and governance (ESG) review.
In addition, some companies are developing products
and solutions which help to create a more sustainable
economy. We use the Sustainable Development Goals
to assess if companies we invest in offer this additional
benefit. We note this is not a selection criterion for the
team, but it can increase the appeal of an opportunity,
alongside the other required financial strengths.
The Investment Manager also recognises that businesses
can have negative impacts or contribute to wider systemic
issues which can create negative impact. The ESG
integration approach seeks to minimise risk to investments
through exposure to themes and activities which may
impact the future growth of a business, minimise negative
impacts by seeking to avoid businesses with poor business
behaviours and maximise the potential to support
businesses which make positive contributions. The strategy
also explicitly states the Investment Manager will not invest
in adult content, gambling (excluding charitable lotteries
funding good causes or raising funds), animal testing,
controversial weapons and tobacco.
To ensure the effective and consistent application of this
approach, the Investment Manager operates an ESG
Integration Policy which details how ESG considerations
are taken into account throughout the investment process,
from the point of origination to exit. This policy is available
on the Tripe Point website
7
and approaches the challenge
through two themes:
1.
Management (Culture, Capacity & Governance) – this
refers to the allocation of appropriate resourcing,
training and senior support for ESG integration. It
demonstrates that Triple Point’s actions have integrity
and are aligned with the strategic position of the
Company and oversight from senior management.
Examples of which include:
a.
training across the investment team on ESG;
b. training for the Investment Committee on ESG; and
c.
providing greater transparency on the approach
to ESG.
2.
Investment (Process & Reporting) – this refers to action
taken in the investment process to assess and improve
ESG factors affecting the target asset, how these might
affect an investment decision and how decisions and
changes to ESG factors are captured during our asset
ownership. Examples include:
a.
formal reviews by the team of ESG trends and
topics at a micro, macro and sector level to feed
into the origination process;
b.
ESG due diligence process with results included at
Investment Committee; and
c.
sharing areas of weakness, with constructive
guidance on how to progress so awareness on a
range of ESG issues develops with ownership.
Triple Point is committed to evaluating the success
of the approach. The investment teams report to
the Sustainability Group through an annual review
process to ensure adherence to the process. This ESG
integration review, along with on-going guidance to each
investment team, is provided by Triple Point’s dedicated
Sustainability Team.
Alignment to Sustainable Development
Goals (“SDGs”)
During the year we invested in a number of businesses
with sustainability alignment (as shown by alignment to the
SDGs), including:
SDG 3 – good health and wellbeing:
Virtual Science
– an
AI platform delivering faster, clearer and more actionable
healthcare stakeholder insights to speed the delivery of
solutions from the life sciences industry;
Abtrace
– a health
monitoring tool for primary care providers to improve
clinical decision making, reduce variation in care and
improve patient outcomes;
Fertifa
– an employer benefit
business specialising in reproductive healthcare.
SDG 7/13 – Affordable and clean energy and climate
action
Heat Geek
(formerly
Skoon
) – heat pump installer
software that helps heat engineers install high-efficiency
heat pumps better and faster.
The Strategic Report has been approved by the Board and
signed on their behalf by the Chair.
Jane Owen
Chair
31 May 2024
Triple Point Venture VCT plc
42
|
7. The Triple Point Ventures ESG Integration Policy is available here: https://www.triplepoint.co.uk/filedownload.php?a=3021-64f0b16fc02cd
Governance
Triple Point Venture VCT plc
44
|
Board of Directors
Jane Owen
is the Chair of the Board of the Company. After
graduating in law from Oxford University, Jane was called to
the Bar in 1978 and until 1989 was a practising barrister in the
chambers that are now 3 Verulam Buildings. Subsequently,
Jane became UK group legal director at Alexander & Alexander
Services, and was appointed Aon’s General Counsel in the UK
in 1997, a position she held until 2008, where she was also a
director of Aon Limited from 2001 to 2008. She was also a Non-
Executive Director of TWG Europe Ltd and related companies
and a Governor of James Allen’s Girls’ School.
Julian Bartlett
has significant financial, assurance and advisory
experience gained from over 30 years as a Partner at Grant
Thornton UK LLP and formerly at RSM Robson Rhodes and
Deloitte. He has an extensive understanding of listed and
financial services companies including VCTs. He is the Chair
of Invesco Fund Managers Limited, and a Director of Invesco
Pensions Limited and Lindsell Train Limited. He was formerly a
Non-Executive Director of FFI Holdings plc from August 2017
until it ceased trading on AIM in August 2019. Julian is a Fellow
of the Institute of Chartered Accountants in England and Wales.
Jamie Brooke
has gained over 25 years’ investment experience
throughout his career. He previously worked at 3i and Quester
in the venture and leveraged buyout divisions, and was formerly
lead fund manager for the Hanover Catalyst Fund, prior to which
he was at Lombard Odier where, as fund manager, he specialised
in strategic UK small cap equity investing, having moved with
the Volantis team from Henderson Global, and before that,
Gartmore. Jamie has held directorships on over 20 boards, and
is currently on the Board of Kelso Group Holdings plc, Flowtech
Fluidpower plc and Chair of the Audit Committee of Chapel
Down Group plc, listed on the Aquis Stock Exchange, and Oryx
International Growth Fund.
Sam Smith
is an entrepreneur with over 25 years’ business
and capital markets experience and is specialised in advising
small and mid-cap growth companies. Sam was previously
Chief Executive Officer of FinnCap Group PLC which, under
her leadership, has become one of the largest brokers for
companies listed on the Alternative Investment Market (“AIM”)
of the London Stock Exchange. Sam is currently a non-executive
director of Solid State PLC listed on AIM, Sumer Group Holdings
Ltd a professional services firm supporting SMEs with accounting
and other services, Griffin Markets Limited, an OTC wholesale
European energy trading business and of 55 Redefined Ltd.
Compliance Statement
The Board of Triple Point Venture VCT plc has considered the principles and provisions of the Association of Investment
Companies Code of Corporate Governance 2019 (“AIC Code”). The AIC Code addresses the principles and provisions
set out in the UK Corporate Governance Code (the “UK Code”), as well as setting out additional provisions on issues that
are of specific relevance to investment companies like Triple Point Venture VCT Plc. It is acknowledged that the UK Code
was updated in January 2024 and it is anticipate the AIC Code will also be updated accordingly. The Board will monitor
this and report against the update AIC Code once available.
The Board considers that reporting against the principles and provisions of the AIC Code, which has been endorsed by
the Financial Reporting Council, will provide improved reporting to Shareholders.
The Company has complied with the principles and provisions of the AIC Code or provided an explanation for non-
compliance below:
AIC Code of Corporate Governance
Explanation
If the Chair of the Board is a member of the Audit
Committee, the Board should explain in the annual report
why it believes this is appropriate (Provision 29)
Jane Owen is a member of the Audit Committee and
Chair of the Board. Jane Owen is an independent Non-
Executive Director, and was deemed independent on
appointment, and therefore is permitted to be a member
of the Committee under provision 29 of the Code. Given
the size and structure of the Board it was also deemed
in best interest of Shareholders to have the breadth of
experience of all Directors throughout the audit process.
The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts
the principles and provisions set out in the UK Code to make them relevant for investment companies.
The Board
In identifying suitable candidates for an appointment to the
Board an independent external search consultancy, Tyzack
Partners Limited, was engaged for the recruitment of a
Non-Executive Director role during the period. Following
a formal recruitment process, Sam Smith was appointed
to the Board as Independent Non-executive Director
on 8 February 2024. Sam was also appointed as Senior
Independent Non-executive Director and member of the
Audit Committee with effect from the same date. Sam
undertook a formal induction process upon joining the
Board. Following Sam’s appointment, the Board comprised
four Non-Executive Directors. The Board confirms that there
is no connection between the Company, or any individual
Directors and the external search consultancy used for
Director appointments during the period, or to facilitate the
candidate search for the role of Non-Executive Director.
As announced on 8 February 2024, following an orderly
succession period, Jane Owen, Non-Executive Director
of the Company, will not stand for re-election at the
Company’s AGM expected to be held in July 2024 and
will step down immediately following the conclusion of
the AGM when the Board will again comprise three Non-
Executive Directors. Jamie Brooke will be appointed as
Non-Executive Chair of the Board, immediately following
completion of the AGM.
All Directors are considered independent and day-to-
day management responsibilities are delegated to the
Investment Manager. The Directors have a combination of
skills, experience and knowledge which are relevant to the
Company. Biographies of each director are presented on
page 44 of this report.
The Directors are provided with key information on the
Company’s activities, including regulatory and statutory
requirements, by the Investment Manager and Company
Secretary, Hanway Advisory Limited.
The Board has direct access to the Company Secretary
and may also take independent professional advice at the
Company’s expense where necessary in the performance
of their duties. During the year, the Board was satisfied
that all Directors were able to commit sufficient time to
discharge their responsibilities effectively having given due
consideration to their other significant commitments. The
Directors were advised on appointment of the expected
time required to fulfil their roles and have confirmed that
they remain able to make that commitment. No external
appointments accepted during the year were considered to
be significant for the relevant Directors, taking into account
the expected time commitment and nature of these roles.
The Directors’ other principal commitments are listed on
page 44.
Corporate Governance Report
Annual Report
|
2024
|
45
The Chair, Jane Owen, leads the Board and is responsible
for its overall effectiveness in directing the affairs of the
Company. The Chair leads the process in determining
its strategy and the achievement of its objectives.
The Chair is responsible for setting the Board agenda
focusing on strategy, performance, value creation, culture,
stakeholders and ensuring that issues relevant to these
areas are reserved for Board decision. The Chair facilitates
constructive Board relations and the effective contribution
of all the Directors, encouraging a culture of openness and
debate and ensures the Directors receive accurate, timely
and clear information. The Chair does not have significant
commitments which conflict with her Board responsibilities.
Appointment of New Directors
Any appointment to the Board is subject to a formal, rigorous
and transparent procedure and is based on merit and
objective criteria which promotes diversity of gender, social
and ethnic backgrounds, cognitive and personal strengths.
FCA Listing Rule diversity targets
The following table sets out the gender and ethnic diversity of the Board as at 29 February 2024, in accordance with the
FCA’s Listing Rules, the disclosure of which in this report having been approved by each of the Directors
Number of
Board members
Percentage of
the Board
Number of senior
positions of the Board
8
Gender Diversity
Men
2
50%
0
Women
2
50%
2
Not specified/prefer not to say
–
–
–
Ethnic Diversity
White British or other White
4
100%
2
(including minority white groups)
Mixed/Multiple Ethnic Groups
–
–
–
Asian/Asian British
–
–
–
Black/African/Caribbean/Black British
–
–
–
Other ethnic group, including Arab
–
–
–
Not specified/prefer not to say
–
–
–
The Company has reported against the Listing Rules on diversity and has complied with the targets or otherwise
explained non-compliance below.
Requirement
Explanation
A minimum of one Board member is from a
minority ethnic background
The size of the Company and of the Board make achieving this
target challenging. The Company recognise the importance of this
requirement and ensure that any recruitment processes for Directors
actively encourage a diverse pool of candidates.
at least 40% of the Board are women
As at the report date, the Company is compliant due to recruitment
of a fourth director in the period, in line with Company succession
planning. Following conclusion of the Company’s 2024 AGM, when
Jane Owen is due to step down from the Board, this target will
no longer be met, as there will be three Directors, with only one
female director (33.3% of the Board). The Board believes it has the
appropriate mix of skills, knowledge and experience to discharge its
responsibilities and given the size of the Company the appointment of
an additional director would not be deemed appropriate at this time.
8.
Senior positions include Chair and Senior Independent Director
Triple Point Venture VCT plc
46
|
Corporate Governance Report
continued
Company’s Operations
The Board is responsible for leading and controlling
the Company and has oversight of the management
and conduct of the Company’s business, strategy and
development. The Board determines the Investment
Objectives and Investment Policy and risk appetite and has
overall responsibility for the Company’s activities, including
review of investment activity and performance.
The Board is also responsible for the control and
supervision of the Investment Manager (who is also the
Company’s AIFM) and compliance with the principles and
recommendations of the AIC Code. The Board ensures
the maintenance of a sound system of internal controls
and risk management (including financial, operational and
compliance controls) and reviews the overall effectiveness
of systems in place. The Board is responsible for
approval of any changes to the capital, corporate and/or
management structure of the Company.
The Investment Manager is responsible for making
investments in line with the Investment Objectives,
Investment Policy and Board approved risk appetite,
portfolio management and risk management of the
Company pursuant to AIFMD.
The Board’s main focus is to promote the long-term
sustainable success of the Company, to deliver value for
Shareholders and contribute to wider society. The Board
does not routinely involve itself in day-to-day business
decisions but there is a formal schedule of matters that
requires the Board’s specific approval, as well as decisions
that can be delegated to the Board Committees.
The key matters reserved to the Board, include but are not
limited to:
•
review investment performance and monitor
compliance with the investment policy;
•
the consideration and approval of future developments
or changes to the investment policy, including risk and
asset allocation;
•
overall leadership of the Company and setting of its
purpose, culture, values and standards;
•
approval of any dividend or return of capital to be paid
to the Shareholders;
•
the appointment, evaluation, removal and
remuneration of the Investment Manager and the
Company Secretary;
•
Board membership and powers including the
appointment and removal of Board members;
•
ensuring adequate Board succession planning;
•
ensuring the maintenance of a system of internal
controls and risk management;
•
approval and issue of the annual and half yearly results;
•
review of the Company’s corporate governance
arrangements and annual review of continuing
compliance with the AIC Code of Corporate
Governance published by the AIC from time to time;
•
the performance of the Company, including monitoring
the net asset value per share; and
•
monitoring Shareholder profiles and considering
Shareholder communications.
The Company Secretary is responsible for ensuring
that Board procedures are complied with, advising the
Board on all governance matters, supporting the Chair
and helping the Board and its committees to function
effectively. The Company Secretary will also provide the
Board with support in ensuring that it has the policies,
processes, information, time and resources it needs in
order to function effectively.
The Company’s articles of association and the schedule of
matters reserved to the Board for decision provide that the
appointment and removal of the Company Secretary is a
matter for the full Board.
The Board reviews the performance of the Investment
Manager annually taking into consideration the contractual
arrangements and scrutinises performance. The Board
as a whole carries out this review, and due to the size of
the Board, does not consider it appropriate to establish a
separate management engagement committee.
Discussions of the Board
During the period, the following were the key matters
considered by the Board:
•
approval of the change of AIFM arrangements of
the Company, and appointment of TPIM as the
Company’s AIFM;
•
approval of Company policies;
•
succession planning and appointment of Sam Smith
and Jamie Brooke as Non-Executive Directors;
•
matters in relation to the Company’s Offer for Venture
Shares;
•
annual and half year reports to Shareholders;
•
quarterly and, where applicable, ad hoc approval of
NAVs; and
•
approval of dividends payable to Shareholders.
Re-election of Directors
Directors’ retirement and re-election is subject to the
Company’s articles of association and the AIC Code. The
AIC Code requires that all Directors should be subject
to an annual re-election. In line with the Company’s
succession plan, Jane Owen will not stand for re-election at
the Company’s AGM expected to be held on 23 July 2024
and will step down immediately following the conclusion of
the AGM.
Annual Report
|
2024
|
47
Independence of Directors
The Board has a Non-executive Chair and three other
Non-executive Directors, all of whom were considered
independent since their appointment. All of the Directors
are independent of the Investment Manager.
The AIC Code outlines circumstances that are likely to
impair a Director’s independence including whether a
Director has served on the Board for more than nine years
from the date of their first appointment. Jane Owen has
served on the Board for more than nine years. Length of
service is currently one of several indicators the Board
considers when assessing independence. The Board is
of the view that a term of service in excess of nine years
does not in itself compromise independence and notes the
positive contribution that long service can offer. The Board
regularly reviews the independence of its Directors and is
satisfied that all Directors remain independent, including in
character and judgement. Jane Owen will step down from
the Board at the Company’s 2024 AGM, and the three
remaining Directors will have served on the Board for less
than nine years.
Policy on Tenure of the Chair
The Board considers that the length of time each Director,
including the Chair, serves on the Board should not be
limited and has not set a finite tenure policy. Continuity,
self-examination and ability to do the job are the
relevant criteria on which the Board assesses a Director’s
independence. Length of service of current Directors and
future succession planning will be reviewed each year as
part of the Board evaluation process.
Succession Plan
The Board has aimed to achieve a progressive refreshing
of the Board, taking into account the challenges and
opportunities facing the Company, the balance of skills
and expertise, and the need for a diverse pipeline for
succession balanced against the benefit of historical
knowledge. The Board is pleased to have made positive
progress on the gradual refreshing of the Board this year
through the appointment of Jamie Brooke and Sam Smith
during the period, in line with its succession plan.
Board Committees
The Board has only one committee, which is the Audit
Committee. The Directors consider that due to the size
of the Board, there being no employees or executive
directors, it is not necessary to appoint a separate
nomination committee, management engagement
committee or remuneration committee, these functions
being carried out by the full Board. The remuneration
report is detailed on pages 57 to 61.
Board Meeting Attendance
The Board has regular meetings on a quarterly basis, with
additional meetings as required from time to time.
During the period the following Board meetings were held
and the number attended by each Director compared with
the maximum possible attendance:
Directors
Board
Meetings
Audit
Committee
Jane Owen, Chair
5/5
3/3
Julian Bartlett*
4/5
3/3
Chad Murrin**
1/1
1/1
Jamie Brooke***
4/4
2/2
Sam Smith****
1/1
1/1
*
Julian Bartlett was unable to attend all meetings due to illness.
**
Chad Murrin stepped down from the Board of the Company effective
19 July 2023.
***
Jamie Brooke was appointed as Non-Executive Director of the
Company on 8 June 2023.
****
Sam Smith was appointed as Non-Executive Director of the Company
effective 8 February 2024.
Performance Evaluation
The Board, led by the Chair, established a formal
process for a formal and rigorous annual evaluation of
the performance of the Board, individual Directors and
the Audit Committee. The evaluation considered the
composition, diversity, investment matters, development
and how effectively each member works together to
achieve its objectives.
During the period, the Board conducted a performance
evaluation by completing a written questionnaire to
appraise and gather useful learnings on the functioning of
the Board, the Audit Committee and individual Directors,
and the Chair.
The Chair, supported by the Company Secretary, acted
on the results of the evaluation. Having conducted its
performance evaluation, the Board believes that it has
been effective in carrying out its objectives and that each
individual Director has been effective and demonstrated
commitment to the role.
The Board discussed the key challenges and opportunities
that were identified through the performance evaluation
and agreed appropriate development points on which
progress will be assessed in the next financial period.
Triple Point Venture VCT plc
48
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Corporate Governance Report
continued
Challenges
2024 Development Points
Finding sufficient time in quarterly board meetings to
give due consideration to longer term Company strategy.
To organise a strategy day in 2025, to dedicate sufficient
time to consider the Company’s purpose and strategy
and to aid the Board in both short and long term
decision-making.
Significant changes to Board composition during the
period, and in the coming months.
As two new Directors have joined the Board in the
previous year, and Jane Owen is due to step down
from the Board at the upcoming AGM, the Board are
encouraged to dedicate time to developing the Board
relationship to ensure members are working together
effectively both inside and outside of quarterly meetings.
Change of Company Chair
The new proposed Chair, Jamie Brooke, should meet
with the Investment Manager and Company Secretary
in advance of taking on the role of Chair to discuss ways
of working and ensure a sufficient and smooth handover
process.
The progress the Board has made against its 2023 development points is set out below:
2023 Development points
Progress Made
The Board will undertake a deep dive into the risk
management process to ensure enhanced risk
management to adequately monitor current and
emerging risks facing the Company.
During the period, enhanced risk reporting was provided
by the Investment Manager. The Board reviewed and
approved enhancements to the risk management
framework of the Company which became effective from
March 2024. These enhancements will underpin the
approach to the identification and categorisation of risks,
together with changes to the assessment approach –
being more reflective of the individual nature of the risks
being considered.
Consideration will be given to using an external search
consultancy for the recruitment of a new Board Director,
in line with succession planning, to actively encourage a
diverse pool of candidates.
During the period, the recruitment of a fourth Non-
Executive Director, in line with the Company’s succession
plan, was undertaken. An independent search
consultancy, Tyzack Partners, was used for the recruitment
of Sam Smith as a Director. The recruitment process
encouraged a diverse pool of candidates.
Director training to be held on key legal, regulatory and
governance issues facing the Company or expected to
impact the Company in the future.
During the period Director training was held on a number
of matters, including on Director’s responsibilities. Further
training will be undertaken by the Board on key issues
impacting the Company in the future, and the general
Venture market.
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49
Corporate Social Responsibility
The Board is committed to integrating ESG matters in the
Company’s business operations, including the Company
itself and the companies in which it invests. The Board
actively seeks ways to interact with their stakeholders. The
Board seeks to avoid investing in companies which do not
operate within ethical, environmental and social legislation.
Details on the Company’s responsible investing can be
found on pages 41 to 42.
Internal Control and Risk Management
The Board has overall responsibility for establishing
procedures to manage risk, overseeing the internal control
framework, determining the nature and extent of the
principal risks the Company is willing to take in order to
achieve its long-term strategic objectives, and identifying
emerging risks. The purpose of an internal control
framework is to ensure that proper accounting records are
maintained, the Company’s assets are safeguarded, and
the financial information used within the business and for
publication is accurate and reliable; such a system can only
provide reasonable and not absolute assurance against
material misstatement or loss. Emerging risks are regularly
monitored, and to the extent possible or practicable,
mitigating actions are implemented.
The Company has put a process in place for identifying,
evaluating and managing the principal and emerging
risks it faces, and determining the nature and extent of
the principal risks the Company is willing to take in order
to achieve its long-term strategic objectives. During the
year, the Board satisfied itself that the procedures for
identifying the information needed to monitor the business
and manage risk so as to make proper judgements on
the financial position and prospects were robust. The
purpose of an internal control framework is to ensure that
proper accounting records are maintained, the Company’s
assets are safeguarded, and the financial information used
within the business and for publication is accurate and
reliable; such a system can only provide reasonable and
not absolute assurance against material misstatement
or loss. Emerging risks are regularly monitored, and to
the extent possible or practicable, mitigating actions are
implemented.
The system of risk management and internal control is
designed to manage rather than eliminate the risk of failure
to achieve business objectives. As part of this process an
annual review of the risk management and internal control
systems is carried out. The review covers all material
controls including financial, operational and compliance
controls.
The Directors regularly review financial results and
investment performance with the Investment Manager.
The Directors have established an ongoing process
designed to meet the particular needs of the Company
in evaluating the significant and emerging risks to which
it is exposed, including, among others, market risk, VCT
qualifying investment risk and operational risks, which
are recorded in a risk register. The controls employed to
mitigate these risks are identified and the residual risks
are rated taking into account the impact of the mitigating
factors. The risk register is reviewed bi-annually, along with
the risk appetites. The principal risks and uncertainties
including emerging risks identified from the risk register
and a description of the Company’s risk management
procedures can be found on pages 18 to 19.
The Directors regularly review the system of internal
controls, both financial and non-financial, operated by the
Company and the Investment Manager. The Investment
Manager is engaged to provide accounting services and
the Company Secretary provides secretarial services and
retains physical custody of the documents of title relating
to investments.
Capital management is monitored and controlled by the
Investment Manager. The capital being managed includes
equity and fixed interest VCT-qualifying investments,
cash balances and liquid resources including debtors
and creditors. The Investment Manager’s procedures are
subject to internal compliance checks.
The Company’s objectives when managing capital are:
•
to safeguard its ability to continue as a going
concern, so that it can continue to provide returns to
Shareholders and benefits for other stakeholders;
•
to ensure sufficient liquid resources are available to
meet the funding requirements of its investments and
to fund new investments where identified.
Triple Point Venture VCT plc
50
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Corporate Governance Report
continued
Portfolio company –
Modo
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51
Stakeholder Engagement
The Company continuously interacts with a variety of
stakeholders important to its success. This includes regular
engagement with the Company’s Shareholders and other
stakeholders by the Board and the Investment Manager.
The Directors are responsible for acting in a way that they
consider, in good faith, is the most likely to promote the
success of the Company for the benefit of its members. In
doing so, they have regard for the needs of stakeholders
and the wider society.
The Company is committed to understanding the views of
its stakeholders and maintaining effective dialogue with
its key stakeholders, which include: Shareholders, investee
companies; the Investment Manager; lenders; and the
wider communities in which the Company and its investee
companies operate.
Shareholders are encouraged to attend and vote at the
Company’s Annual General Meeting, along with the
Company’s other Shareholder meetings, so they can
discuss governance and strategy and the Board can
enhance its understanding of Shareholder views. The
Board will attend the Company’s Shareholder meetings to
answer any Shareholder questions and the Chair will make
herself available, as necessary, outside of these meetings
to speak to Shareholders.
The Board is committed to providing investors with
regular announcements of significant events affecting the
Company and its investee companies.
All investor documentation is available to download from
the Company’s website:
venture-vct-plc/s2539/
Stakeholder engagement is set out in the Section 172(1)
statement on pages 22 to 23.
The Board has considered the AIC Code recommendations
in respect of arrangements by which staff of the Investment
Manager and Administrator may, in confidence, raise
concerns within their organisations about possible
improprieties in matters of financial reporting or other
matters. It has concluded that adequate arrangements
are in place for the proportionate and independent
investigation of such matters and, where necessary, for
appropriate follow-up action to be taken within their
organisations.
Directors’ Share Interests
All of the Directors’ Share interests were held beneficially
and they are actively encouraged to own Shares. Details
of the Directors’ Share interests can be found in the
remuneration report on pages 57 to 61. The Company
has not set out any formal requirements or guidelines
to Directors concerning their ownership of Shares in the
Company.
On behalf of the Board.
Jane Owen
Chair
31 May 2024
Triple Point Venture VCT plc
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Corporate Governance Report
continued
The following pages set out the Audit Committee’s report
on how it has discharged its duties in accordance with the
AIC Code and its activities in respect of the period ended
29 February 2024.
Julian Bartlett chairs the Audit Committee. Jane Owen,
Non-Executive Chair of the Board, who was independent
on appointment, is a member of the Audit Committee due
to the size and structure of the Board, along with Non-
Executive Directors Sam Smith and Jamie Brooke.
The Audit Committee deals with matters relating to audit,
financial reporting and internal control systems. The Audit
Committee meets at least twice a year and as required. The
Audit Committee also has direct access to BDO LLP, the
Company’s external auditor.
The Audit Committee has been in operation throughout
the period and operates within clearly defined terms of
reference.
Audit Committee Role and
Responsibilities
The Audit Committee has the primary responsibility for
reviewing the financial statements and the accounting
principles and practices underlying them, liaising with the
external auditors and reviewing the effectiveness of internal
controls.
It should be noted that although initial responsibility for
valuations sits with the Investment Manager as AIFM, the
Audit Committee oversees the valuation approach and its
implementation. The Audit Committee’s terms of reference
include the following roles and responsibilities:
•
periodically considering the need for an internal audit
function;
•
monitor the integrity of the financial statements of the
Company and any formal announcements relating to the
financial performance and reviewing significant financial
reporting judgements contained in them;
•
oversee the relationship with the external auditor
including, but not limited to, assessing annually their
independence and objectivity, taking into account
relevant professional and regulatory requirements and
the overall relationship with the auditor, including the
provision of any non-audit services;
•
monitoring the extent to which the external auditor is
engaged to supply non-audit services;
•
ensuring that the Investment Manager has arrangements
in place for the investigation and follow-up of any
concerns raised confidentially by staff in relation to
propriety of financial reporting or other matters;
•
keep under review the Company’s internal financial
controls and review the adequacy and effectiveness of
the Company’s internal control and risk management
systems and monitor the proposed implementation of
such controls;
•
report to the Board on significant issues relating to the
financial statements and how they were addressed; its
assessment of the effectiveness of the audit process;
any key matters raised by the external auditor; and any
other issues on which the Board has requested the Audit
Committee’s opinion; and
•
report to the Board on how it has discharged its
responsibilities.
The Audit Committee reviews its terms of reference and
effectiveness annually and recommends to the Board any
changes required as a result of the review. The terms of
reference are available on request from the Company
Secretary.
In respect of the year ended 29 February 2024, the Audit
Committee discharged its responsibilities by:
•
reviewing the external auditor’s plan for the audit of the
financial statements, including identification of key risks
and confirmation of auditor independence;
•
reviewing the external auditor’s audit fees in relation to
the audit of the financial statements;
•
monitoring the integrity of the financial statements of
the Company and any formal announcements relating
to the Company’s financial performance, and reviewing
significant financial reporting judgements contained
in them;
•
reviewing the Company’s internal financial controls and
internal control and risk management systems operated
in relation to the Company’s business and assessing
those controls in minimising the impact of key risks;
•
reviewing periodic reports on the effectiveness of TPIM’s
internal control and risk management procedures;
•
reviewing the appropriateness of the Company’s
accounting policies;
•
providing advice to the Board on whether the annual
report (and accounts), taken as a whole, is fair, balanced
and understandable, and provides the information
necessary for Shareholders to assess the Company’s
position and performance, business model and strategy;
Audit Committee Report
Annual Report
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53
•
reviewing the Company’s annual and half-yearly results
prior to Board approval;
•
making recommendations to the Board regarding the
reappointment of the external auditor and approving
their remuneration;
•
reviewing and monitoring the external auditor’s
independence and objectivity;
•
reviewing the effectiveness of the external audit process,
taking into consideration relevant UK professional and
regulatory requirements;
•
reviewing the Company’s going concern and viability
status; and
•
reviewing and discussing the external auditor’s findings.
The Committee has considered the whole annual report
and financial statements for the year ended 29 February
2024 and has reported to the Board that it considers
them to be fair, balanced and understandable, providing
the information necessary for shareholders to assess the
Company’s financial position, performance, business model
and strategy.
The Board considers that the members of the Audit
Committee collectively have the skills and experience
required to discharge their duties effectively and the Audit
Committee as a whole has competence relevant to the
sector in which it operates.
Internal controls
The Directors have overall responsibility for keeping under
review the effectiveness of the Company’s systems of risk
management and internal controls. The purpose of these
controls is to make sure that proper accounting records
are maintained, assets are safeguarded and the financial
information used within the business and for publication
is accurate and reliable; such a system can only provide
reasonable and not absolute assurance against material
misstatement or loss.
The systems of risk management and internal control are
designed to manage rather than eliminate the risk of failure
to achieve the business objectives. These internal controls
have been in place throughout the period under review and
up to the date of this report. The Board regularly reviews
financial results and investment performance with the
Investment Manager. The Investment Manager identifies
the investment opportunities, monitors the portfolio of
investments and manages the assets of the Company on a
discretionary basis.
The Investment Manager is engaged to carry out the
accounting function and retains physical custody of the
documents of title relating to unquoted investments. The
Directors confirm that they have established a continuing
process throughout the year and up to the date of this
report for identifying, evaluating and managing the
significant potential risks faced by the Company and have
reviewed the effectiveness of the risk management and
internal control systems.
As well as there being controls operated by the
Investment Manager, the Company’s depositary, INDOS
Financial Limited, are responsible for cash monitoring,
asset verification and oversight of the Company and the
Investment Manager in performing its function under the
AIFMD. The Depositary reports its findings on a quarterly
basis to the Board on its monitoring and verification of all
new acquisitions, share issues, loan facilities, shareholder
distributions and other key events. In addition, on
an ongoing basis, the Depositary tests the quarterly
management accounts, bank reconciliations and performs a
quarterly review of the Group when discharging its duties.
The Board does not consider it appropriate to have an
internal audit function due to the size and nature of the
Company’s transactions. The risk management and internal
control systems include the production and review of bank
payments and management accounts. All outflows made
from the Company’s accounts require the authority of two
approved signatories from the Investment Manager.
Financial Reporting
The primary role of the Audit Committee in relation to
financial reporting is to review with the Investment Manager
and Administrator and the Auditor, the appropriateness of
the annual report and financial statements, concentrating
on, amongst other matters:
•
compliance with financial reporting standards
and relevant financial and governance reporting
requirements;
•
amendments to legislation and corporate governance
reporting requirements;
•
the impact of any new and proposed amendments to
accounting standards which affect the Company;
•
material areas in which significant judgements have been
applied;
•
whether the Audit Committee believes that proper
and appropriate processes and procedures have been
followed in the preparation of the annual report; and
•
considering and recommending the contents of the
annual report and financial statements for approval.
Triple Point Venture VCT plc
54
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Audit Committee Report
continued
Significant Issues Raised by the Audit
Committee
The Audit Committee is responsible for considering and
reporting on any significant issues that arise in relation
to the Financial Statements and how they have been
addressed.
The following key issues were discussed:
•
compliance with HM Revenue & Customs conditions for
maintenance of approved Venture Capital Trust status;
•
valuation and existence of unquoted investments; and
•
Management override of financial controls.
Compliance with HMRC Conditions
The Investment Manager provides the Board with regular
qualifying investment updates. This report shows the
current qualifying percentage position of the Company
and highlights and actions which may be required to
maintain this position in the future. The Board also
assesses the future qualifying position of the Company
with assumptions on divestment of assets. The qualifying
position of the Company is a recurring agenda item at
Board meetings.
The Company also has in place an engagement with Philip
Hare and Associates LLP. The Board seeks their opinion
before undertaking any material transaction which may
affect the qualifying status of the Company. The Company
also seeks the opinion of Shoosmiths LLP when making any
new Investments.
Valuation & Future Cash Flow Projections
The Company’s unquoted Investment portfolio is valued
in line with the International Private Equity Valuation
guidelines. The Company’s accounting policy is to classify
investments at fair value through profit or loss. Therefore,
the most significant risk in the financial statements is
whether its investments are fairly valued. Being unquoted,
there is uncertainty and estimation involved in determining
the investment valuations.
There is also an inherent risk of management override as
the Investment Manager’s fee is calculated based on NAV
as disclosed in note 6 to the financial statements. The
Investment Manager is responsible for calculating the NAV,
prior to approval by the Triple Point Valuation Committee,
before being submitted to the Board for approval.
On a quarterly basis, the Investment Manager provides a
detailed analysis of the NAV highlighting any movements
and assumption changes from the previous quarter’s
NAV, including assessing any impact of macroeconomic
developments. This analysis and the rationale for any
changes made is considered and challenged and ultimately
approved by the Board.
Management override of Controls
The Committee reviews all significant accounting estimates
that form part of the financial statements and considers
any material judgements applied by management during
the completion of the financial statements.
These issues were discussed with the Investment Manager
and the auditor at the conclusion of the audit of the
financial statements.
Going concern and viability statement
The Board is required to consider and report on the
longer-term viability of the business as well as assess the
appropriateness of applying the going concern assumption.
The Audit Committee has taken account of the solvency
and liquidity position of the Company shown in the financial
statements and the information provided by the Investment
Manager on the forecast cashflows for the Company and
expected pipeline. The Audit Committee considers that it is
appropriate to adopt the going concern basis of preparation
of the financial statements.
External Audit
It is the Audit Committee’s responsibility to monitor the
performance, objectivity and independence of the external
auditors and this is assessed by the Audit Committee
each year. In evaluating BDO LLP’s performance, the Audit
Committee examines effectiveness of the audit process,
independence and objectivity of the auditor, taking into
consideration the length of tenure of the external auditors,
the non-audit services undertaken during the year and
relevant UK professional and regulatory requirements, and
the quality of delivery of its services.
BDO LLP attended two of the three formal Audit
Committee meetings held during the year. Matters
typically discussed include the Auditor’s assessment of the
transparency and openness of the Investment Manager,
confirmation that there has been no restriction in scope
placed on them, the independence of their audit and how
they have exercised professional scepticism.
When considering whether to recommend the
reappointment of the external auditor, the Audit
Committee takes into account their current fee compared
to the external audit fees paid by other similar companies.
The quality and competence of the external auditor is also
taken into consideration. The Audit Committee will then
recommend to the Board the appointment of an external
auditor which is approved by Shareholders at the Annual
General Meeting.
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55
The FRC’s Ethical Standard requires the audit partner
to rotate every five years. BDO were recommended for
re-appointment at the 2023 AGM and the resolution was
duly passed. This is the audit partner, Elizabeth Hooper’s
second year.
The independence and effectiveness of the external
audit process is assessed as part of the Board evaluation
conducted annually and by the quality and content of the
audit scoping and findings report provided to the Audit
Committee by the external auditor and the discussions
then held on topics raised. The Audit Committee will
challenge the external auditor at the Audit Committee
meeting if appropriate.
Non-Audit Services
The Audit Committee safeguards the objectivity and
independence of the auditor by reviewing the nature
and extent of non-audit services supplied by the external
auditor to the Company. Details of fees paid to BDO LLP
during the year are disclosed in note 8 to the financial
statements. There were no non-audit services paid to BDO
LLP during the year.
Audit Fee
The audit fee for the year was £74,890 net of VAT (2023:
£65,856). BDO LLP have primarily attributed the increase
in fees to inflation, the increased time and complexity of
audit given the growth of the Venture Shares and wider
general market fee increases for audit services. The
significant increase in fees have been considered, and the
Committee will evaluate all available options to ensure that
the cost for the services provided remain appropriate and
in the best interests of Shareholders.
Independence
The Audit Committee is required to consider the
independence of the external auditor. In fulfilling this
requirement, the Audit Committee has considered
the Audit Plan from BDO LLP which describes their
arrangements to identify, report and manage their
independence.
Audit Committee Meeting
Attendance
During the period, the following Audit Committee
meetings were held, and the number attended by each
Director compared with the maximum possible attendance:
Directors
Audit
Committee Meetings
Jane Owen, Chair
3/3
Julian Bartlett
3/3
Chad Murrin*
1/1
Jamie Brooke**
2/2
Sam Smith***
1/1
*
Chad Murrin stepped down from the Board of the Company effective
19 July 2023.
**
Jamie Brooke was appointed as Non-Executive Director of the
Company on 8 June 2023.
***
Sam Smith was appointed as Non-Executive Director of the Company
effective 8 February 2024.
The Audit Committee oversees the Investment Manager’s
assessment of valuation of the unquoted investments and
the existence of those investments and considers and
challenges the information provided by the Investment
Manager. The Investment Manager will usually have either
Director or Board Observer rights to attend portfolio
companies’ Board meetings, will always have information
rights when investments are first made and will maintain
contact with the senior executives of investees, and
has oversight of all the investments made. The Audit
Committee has reviewed the valuations and discussed
them with both the Investment Manager and the external
auditor to confirm their assessment of the valuation
of the unquoted investments and the existence of
those investments.
The Investment Manager has confirmed to the Audit
Committee that the conditions for maintaining the
Company’s status as an approved Venture Capital Trust
has been complied with throughout the year. The position
has been reviewed by Philip Hare & Associates LLP in its
capacity as adviser to the Company on taxation matters.
The Audit Committee has considered the whole Report
and Accounts for the year ended 29 February 2024 and
has reported to the Board that it considers them to be fair,
balanced and understandable providing the information
necessary for Shareholders to assess the Company’s
position, performance, business model and strategy.
On behalf of the Board.
Julian Bartlett
Audit Committee Chair
31 May 2024
Triple Point Venture VCT plc
56
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Audit Committee Report
continued
Statement of the Chair
I am pleased to present the Remuneration Report on
behalf of the Board for the year ended 29 February 2024.
This report is submitted in accordance with schedule
8 of the Large and Medium Sized Companies and Groups
(Accounts and Reports) (amendment) Regulations 2013
and The Companies (Miscellaneous Reporting) Regulations
2018, in respect of the year ended 29 February 2024.
This report also meets the Financial Conduct Authority’s
Listing Rules and describes how the Board has applied
the principles and provisions relating to Directors’
remuneration set out in the AIC Code. The reporting
requirements require two sections to be included:
•
Directors’ Remuneration Policy - This sets out our
Remuneration Policy for Directors of the Company that
has been in place since 19 July 2023 following approval
by Shareholders.
•
Annual Remuneration Report - This sets out how our
Directors were paid for the period ended 29 February
2024. There will be an advisory Shareholder vote on
this section of the report at our 2024 AGM.
We value engagement with our Shareholders and for the
constructive feedback we receive and look forward to your
support at the forthcoming AGM.
Jane Owen
Chair
31 May 2024
Directors’ Remuneration Report
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Directors’ Remuneration Policy
Remuneration Policy Overview
The Board currently comprises four Directors, all of whom are Non-Executive. The Board’s policy is that the remuneration
of Non-Executive Directors should reflect the experience of the Board as a whole, be fair and be comparable with that
of other relevant Venture Capital Trusts that are similar in size and have similar investment objectives and structures.
Furthermore, the level of remuneration should be sufficient to attract and retain the Directors needed to oversee the
Company properly and to reflect the specific circumstances of the Company, the duties and responsibilities of the
Directors and the value and amount of time committed to the Company’s affairs. The articles of association provide that
the Directors shall be paid in aggregate a sum not exceeding £100,000 per annum. None of the Directors are eligible
for bonuses, pension benefits, Share options, long-term incentive schemes or other benefits in respect of their services
as Non-Executive Directors of the Company. There are no planned changes to the Remuneration Policy last approved by
Shareholders at the 2023 AGM.
Consideration of Remuneration
The Board does not have a separate Remuneration Committee, as the Company has no employees or executive
directors. The Board has not retained external advisers in relation to remuneration matters but has access to information
about Directors’ fees paid by other companies of a similar size and type. As such, the Board as a whole will consider
the remuneration of the Directors, however no director is involved in determining their own remuneration. The Board
will review the remuneration of the Directors in line with the VCT industry on an annual basis, if thought appropriate.
Otherwise, only a change in responsibilities is likely to incur a change in remuneration of any one Director or the
remuneration policy itself.
Directors’ Service Contracts
The Directors are engaged under letters of appointment and do not have service contracts with the Company.
Directors’ Term of Office
The Directors’ letters of appointment provide for three months written notice to be given by either party. Each Director
will be subject to annual re-election by Shareholders at the Company’s Annual General Meeting in each financial year.
Policy on Payment for Loss of Office
A Director who ceases to hold office is not entitled to receive any payment other than accrued fees (if any) for past
services.
Consideration of Shareholder Views
The Company is committed to ongoing Shareholder dialogue and takes an active interest in voting outcomes. Where
there are substantial votes against resolutions in relation to Directors’ remuneration, the Company will seek the reasons
for any such vote and will detail any resulting actions in the Directors’ Remuneration Report. No views which are relevant
to the formulation of the Directors’ remuneration policy have been expressed to the Company by Shareholders, whether
at a general meeting or otherwise.
Triple Point Venture VCT plc
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Directors’ Remuneration Report
continued
Future Policy Table
The Directors are entitled only to the fees as set out in the table below. No element of Directors’ remuneration is subject
to performance factors. There are no other fees payable to the Directors for additional services outside of their contracts.
Component
How it Operates
Maximum Fee
Link to Strategy
Provisions to Recover
or Withhold Sums
Annual Fee
Each Director receives a
basic fee which is paid
on a quarterly basis.
The total aggregate
fees that can be
paid to the Directors
is calculated in
accordance with the
articles of association.
The level of the annual
fee has been set to
attract and retain high
calibre Directors with
the skills and experience
necessary for the role.
The fee has been
benchmarked against
companies of a similar
size.
There are no provisions
to recover or withhold
sums.
Other benefits
The Directors shall be
entitled to be repaid
expenses.
Article 89 of the
Company’s Articles of
Association permits
for any director to be
repaid reasonable
expenses incurred in
attending or returning
from meetings of the
Board, committees
of the Board or
Shareholder meetings
or otherwise in
connection with the
performance of their
duties as Directors of
the Company.
In line with market
practice, the Company
will reimburse the
Directors for expenses to
ensure that they are able
to carry out their duties
effectively.
There are no provisions
to recover or withhold
sums.
Annual Report
|
2024
|
59
Triple Point Venture VCT plc
60
|
Annual Remuneration Report
Directors’ Fees
Details of each Director’s contract is shown below. The Audit Committee Chair is entitled to an additional £2,000 and the
Chair is paid an additional £5,000 to reflect the additional responsibilities of their role.
Directors
Date of
Contract
Unexpired term
of contract
Annual rate of
Directors' fees*
Policy on payment
for loss of office
Jane Owen, Chair
23-Sep-10
none
25,000
none
Chad Murrin*
23-Sep-10
none
20,000
none
Julian Bartlett
08-Feb-22
none
22,000
none
Jamie Brooke
08-Jun-23
none
20,000
none
Sam Smith
08-Feb-24
none
20,000
none
* Chad Murrin stepped down as a Non-Executive Director of the Company on 19 July 2024.
Single Total Figure (audited information)
The fees paid to Directors in respect of the year ended 29 February 2024 and the prior year are shown below:
Directors
Emoluments
for the
year ended
29 February
2024*
% Change
from
2023-2024
Emoluments
for the
year ended
28 February
2023
% Change
from
2022-2023
Emoluments
for the
Year ended
28 February
2022
% Change
from
2021-2022
Emoluments
for the
Year ended
28 February
2021
% Change
from
2020-2021
Emoluments
for the
Year ended
29
February
2020
Jane Owen, Chair
25,000
4
24,000
7
22,500
-
22,500
-
22,500
Chad Murrin*
7,778
n/a
19,000
6
18,000
-
18,000
-
18,000
Julian Bartlett
22,000
8
20,300
n/a
1,038
n/a
n/a
n/a
n/a
Tim Clarke*
-
n/a
6,600
n/a
18,000
-
18,000
-
18,000
Jamie Brooke**
14,762
n/a
-
n/a
-
n/a
-
n/a
-
Sam Smith**
1,260
n/a
-
n/a
-
n/a
-
n/a
-
70,800
69,900
59,538
58,500
58,500
Employer’s NI
contributions
754
250
-
435
1,499
Total emoluments
71,554
70,150
59,538
58,935
59,999
* Chad Murrin and Tim Clarke stepped down from their positions as Non-Executive Directors on 19 July 2023 and 14 July 2022, respectively.
** Jamie Brooke and Sam Smith were appointed as Non-Executive Directors effective 8 June 2023 and 8 February 2024, respectively.
None of the Directors are eligible for bonuses, pension benefits, share options, long-term incentive schemes or other
benefits in respect of their services as Non-Executive Directors of the Company.
Information required on executive Directors, including the Chief Executive Officer and employees has been omitted
because the Company has neither and therefore it is not relevant.
Directors’ emoluments compared to payments to Shareholders:
Unaudited
29 February 2024
£’000
28 February 2023
£’000
Total Dividends paid/payable
1,075
8,123
Total Directors’ emoluments
72
70
Directors’ Share Interests (audited information)
At 29 February 2024, Jane Owen held 94,534 Venture Shares (2023: 82,563 Venture Shares, 24,624 A Shares, 24,378
B Shares). Julian Bartlett held 56,861 Venture Shares (2023: 36,413 Venture Shares), and Jamie Brooke and Sam Smith
held nil Venture Shares as at 29 February 2024 (2023: nil).
Directors’ Remuneration Report
continued
Annual Report
|
2024
|
61
No other connected parties to the Directors held any Shares at 29 February 2024 (2023: nil). Any Shares owned by the
Directors were purchased at the same price offered to investors. There are no requirements or restrictions on Directors
holding Shares in the Company.
Company Performance
The following performance charts compare the Total Return of the Venture Share Class over the period from 1 March
2017 to 29 February 2024 with the Total Return from notional investments in the FTSE All-Share index and FTSE Small-
Cap index over the same period. The indices chosen are considered to be the most appropriate broad equity markets for
comparative purposes.
Investors should be reminded that Shares in Venture Capital Trusts generally continue to trade at a discount to the NAV
of the Company.
The Total Return does not include the initial 30% tax relief available to investors.
Venture Share Net Asset Value Total Return since launch against the
FTSE Small-Cap Index Total Return and FTSE All Share Index Total Return
70.00
80.00
90.00
100.00
110.00
120.00
130.00
140.00
150.00
01-Aug-19
01-Feb-20
01-Aug-20
01-Feb-21
01-Aug-21
01-Feb-22
01-Aug-22
01-Feb-23
01-Aug-23
01-Feb-24
Total return (p)
Venture Ordinary Share NAV Total Return rebased to 100p at launch
FTSE Small-Cap Total return rebased to 100p at launch
FTSE All Share Total return rebased to 100p at launch
These charts have been prepared in accordance with Part 3 to Schedule 8 of the Companies Act 2006. The Company
measures its performance against its target returns as detailed in the Strategic Report.
As highlighted above, the charts do not take into account the tax benefit of investing in a VCT.
Statement of Voting at the Annual General Meeting
The resolutions to approve the Directors’ Remuneration Report and Directors’ Remuneration Policy were passed at the
Annual General Meeting on 19 July 2023. Details of the proxy votes in respect of the resolutions are as set out below:
Voting for
Voting Against
Vote Withheld
Remuneration Report
99.79%
0.21%
0.03%
Remuneration Policy
97.51%
2.49%
0.03%
During the year, the Company did not receive any communications from Shareholders specifically regarding
Directors’ pay.
On behalf of the Board.
Jane Owen
Chair
31 May 2024
Triple Point Venture VCT plc
62
|
Directors’ Report
The Directors are pleased to present the Directors’ Report
for the year ended 29 February 2024.
The information that fulfils the requirements of the
Corporate Governance statement in accordance with rule
7.2 of the DTR can be found in this Directors’ report on
pages 62 to 65 and in the Corporate Governance report
on pages 45 to 52 all of which is incorporated into this
Directors’ report by reference.
Directors
The Directors of the Company during the year were Jane
Owen, Chad Murrin, Julian Bartlett, Jamie Brooke and
Sam Smith. Chad Murrin stepped down as Non-Executive
Director on 19 July 2023. Jamie Brooke and Sam Smith
were appointed to the Board on 8 June 2023 and
8 February 2024 respectively.
Principal Activity and Status
The principal activity of the Company is that of a Venture
Capital Trust (“VCT”) and its main activity is venture capital
investment and management.
The Company has been approved as a VCT by HMRC,
in accordance with Section 274 of the Income Tax Act
2007 and, in the opinion of the Directors, has conducted
its affairs so as to enable it to continue to obtain such
approval. In order to maintain its status under VCT
legislation, a VCT must comply on a continuing basis with
the provisions of Section 274 and further details can be
found on page 64.
The Company is registered in England as a Public Limited
Company (Registration number 07324448) and its Shares
are listed on the main market of the London Stock
Exchange.
The Company was not at any time up to the date of this
report a close company within the meaning of S439 of the
Corporation Tax Act 2010.
Post Balance Sheet Events
Details of post balance sheet events can be seen in note
25 to the Financial Statements.
Directors’ indemnity
The Company has indemnified Directors against certain
liabilities within its Articles of Association which may be
incurred in the execution of their office. This indemnity
remains in force as at the date of this report and will
also indemnify any new directors that join the Board.
The Company has, as permitted by Section 233 of
the Companies Act 2006, maintained insurance cover
on behalf of the Directors and Company Secretary,
indemnifying them against certain liabilities which may
be incurred by them in relation to the execution of their
duties.
Research and Development
No expenditure on research and development was made
during the year (2023: Nil).
Management arrangements
TPIM acts as Investment Manager to the Company and has
done since incorporation, and as AIFM to the Company
effective 12 September 2023.
To align its interests with Shareholders, TPIM earns a
performance fee for the Venture Share Class if the total
return (Net Asset Value plus distributions made) to holders
of the Venture Shares exceeds their net initial subscription
price by an annual threshold of 3% per annum, calculated
on a compound basis. To the extent that the total return
exceeds the threshold over the relevant period then a
performance incentive fee of 20% of the excess is payable
to TPIM. In addition, TPIM earned a performance fee
for the A Share Class of 20% on distributions exceeding
100 pence per Share. The other principal terms of the
Company’s management agreement with TPIM are set out
in note 6 to the Financial Statements.
The Board has evaluated the performance of the
Investment Manager and reviewed the management
contract. As required by the Listing Rules, the Directors
confirm that in their opinion the continuing appointment of
TPIM as Investment Manager on the terms agreed is in the
best interests of the Shareholders as a whole. In reaching
this conclusion the Directors have taken into account the
performance of the Company, and the service provided by
TPIM to the Company.
Substantial Shareholdings
As at the date of this report no disclosures of major
shareholdings had been made to the Company under
Disclosure and Transparency rule 5 (Vote Holder and Issuer
Notification Rules).
Share Price Discount Policy
The Company has a share buy-back facility, allowing the
buy back of Shares at no more than a 5% discount to
the prevailing NAV, subject to the Directors’ discretion,
and within limits approved by Shareholders at the AGM.
Shareholders should note that if they sell their Shares
within five years of subscription, they forfeit any tax relief
obtained. If you are considering selling your Shares, please
contact the Investment Manager on 020 7201 8989.
Annual Report
|
2024
|
63
Purchase of Own Shares
During the year, the Company purchased for cancellation
18,138 Venture Shares.
The Directors may exercise on behalf of the Company its
powers to purchase its own Shares to the extent permitted
by Shareholders and the articles of association.
Streamlined Energy and Carbon
Reporting
The Company has outsourced operations to third parties
and has no significant greenhouse gas emissions from its
direct operations and so qualifies as a low energy user at
under 40,000kWh and is therefore exempt from disclosures
on greenhouse gas emissions and energy consumption.
During the year under review, the Company had
investments in renewable energy, through its investment
in a hydroelectric company. It also had investments in two
companies which operate gas fired energy centres which
have now been exited.
Share Capital
As at 29 February 2024 the Company’s issued Share capital
amounted to 63,113,620, Venture Shares of 1p each. As
at that date none of the issued Shares were held by the
Company as treasury Shares.
As at 31 May 2024 the Company’s issued Share capital
amounted to 71,243,862 Venture Shares of 1p each. As
at that date none of the issued Shares were held by the
Company as treasury Shares.
There are no restrictions on the transfer of securities in the
Company other than the Company’s Share Dealing Code
and other certain restrictions which may be impaired by
law, for example, the Market Abuse Regulation.
The Company is not aware of any agreements between
holders of securities that may result in restrictions on
transferring securities in the Company. There are no
securities of the Company carrying special rights with
regards to the control of the Company in issue.
Annual General Meeting
The 2024 Annual General Meeting will be held on
23 July 2024.
Amendment of Articles of Association
The Company’s articles of association may be amended
by the members of the Company by special resolution
(requiring a majority of at least 75% of the persons voting
on the relevant resolution).
Appointment and Replacement of
Directors
A person may be appointed as a Director of the Company
by the Shareholders in general meeting by ordinary
resolution (requiring a simple majority of the persons
voting on the relevant resolution) or by the Directors.
No person, other than a Director retiring by rotation or
otherwise, shall be appointed or re-appointed a Director
at any general meeting unless he is recommended by the
Directors or, not less than seven nor more than 42 clear
days before the date appointed for the meeting, notice
is given to the Company of the intention to propose that
person for appointment or re-appointment in the form and
manner set out in the Company’s articles of association.
Each Director who is appointed by the Directors (and
who has not been elected as a Director of the Company
by the members at a general meeting held in the interval
since his appointment as a Director of the Company) is to
be subject to election as a Director of the Company by
the members at the first Annual General Meeting of the
Company following his or her appointment. Thereafter all
Directors are subject to re-election at each Annual General
Meeting of the Company.
A person also ceases to be a Director if he or she resigns in
writing, ceases to be a Director by virtue of any provision
of the Companies Act 2006, becomes prohibited by law
from being a Director, becomes bankrupt or is the subject
of a relevant insolvency procedure, or becomes of unsound
mind, or if the Board so decides following at least six
months’ absence without leave or if he or she becomes
subject to relevant procedures under the mental health
laws, as set out in the Company’s articles of association.
Powers of the Directors
Subject to the provisions of the Companies Act,
the memorandum and articles of association of the
Company and any directions given by Shareholders
by special resolution, the articles of association specify
that the business of the Company is to be managed by
the Directors, who may exercise all the powers of the
Company, whether relating to the management of the
business or not.
Conflicts of Interests
The Directors review the disclosure of conflicts of interest
quarterly, with changes reviewed and noted at the
beginning of each Board meeting. A Director who has a
potential conflict of interest has the interest authorised
and acknowledged by the Board. Procedures to disclose
and authorise conflicts have been adhered to throughout
the year.
Triple Point Venture VCT plc
64
|
Directors’ Responsibilities
The Directors confirm that:
•
so far as each of the Directors is aware there is no
relevant audit information of which the Company’s
auditor is unaware; and
•
the Directors have taken all steps that they ought to
have taken as Directors in order to make themselves
aware of any relevant audit information and to establish
that the auditor is aware of that information.
Auditor
BDO LLP is the appointed auditor of the Company and
offer themselves for reappointment. In accordance with
section 489 (4) of the Companies Act 2006 a resolution
to reappoint BDO LLP as auditor and to authorise the
Directors to fix their remuneration will be proposed at the
forthcoming Annual General Meeting.
Going Concern
After making the necessary enquiries, the Directors
confirm that they are satisfied that the Company has
adequate resources to continue in business for at least
the next 12 months from the date of approval of these
financial statements to 31 May 2025. The Board receives
regular reports from the Investment Manager, and the
Directors believe that, as no material uncertainties leading
to significant doubt about going concern have been
identified, it is appropriate to continue to apply the going
concern basis in preparing the Financial Statements.
Further information on the Going Concern of the Company
can be found in the Strategic report on pages 4 to 42 and
note 2 to the financial statements on page 82.
Annual Report
The Board is of the opinion that the Annual Report, taken
as a whole, is fair, balanced and understandable and
provides the information necessary for Shareholders to
assess the position, performance, strategy and business
model of the Company.
The Board recommends that the Annual Report, the
Report of the Directors and the Independent Auditor’s
Report for the year ended 29 February 2024 are received
and adopted by the Shareholders. A resolution concerning
this will be proposed at the forthcoming Annual General
Meeting.
VCT Regulation
The Investment Policy is designed to ensure that the
Company continues to qualify and is approved as a VCT by
HMRC. In order to maintain its status under Venture Capital
Trust legislation, a VCT must comply on a continuing basis
with the provisions of section 274 of the Income Tax Act
2007 as follows:
(1)
the Company’s income must be derived wholly or
mainly from shares and securities;
(2)
at least 80% of the HMRC value of its investments
must have been represented throughout the year by
shares or securities that are classified as “qualifying
holdings”;
(3)
at least 70% by HMRC value of its total qualifying
holdings must have been represented throughout the
year by holdings of “eligible shares”;
(4)
at least 30% of funds raised in each accounting
period must be invested in qualifying holdings by the
anniversary of the end of the accounting period in
which funds were raised;
(5)
at the time of investment, or addition to an
investment, the Company’s holdings in any one
company must not have exceeded 15% by HMRC
value of its investments;
(6)
the Company must not have retained greater than
15% of its income earned in the year from shares and
securities;
(7)
the Company’s shares throughout the year must have
been listed on a regulated European market;
(8)
an investment in any company must not cause that
company to receive more than £5 million in State
aid risk finance in the 12 months up to date of the
investment, nor more than £12 million in total (the
limits are £10 million and £20 million respectively for a
“knowledge intensive” company);
(9)
the Company must not invest in a company whose
trade is more than seven years old (ten years for a
“knowledge intensive” company) unless the company
previously received State and risk finance in its first
seven years, or the company is entering a new market
and a turnover test is satisfied;
(10)
the Company’s investment in a company must not be
used to acquire another business, or shares in another
company; and
(11)
the Company may only make qualifying investments
or certain non-qualifying investments permitted by
section 274 of the Income Tax Act 2007.
Directors’ Report
continued
Annual Report
|
2024
|
65
Environment
The management and administration of the Company is
undertaken by the Investment Manager. TPIM recognises
the importance of its environmental responsibilities,
monitors its impact on the environment, and designs and
implements policies to reduce any damage that might be
caused by its activities. Initiatives designed to minimise the
Company’s impact on the environment include recycling
and reducing energy consumption.
Anti-bribery Policy
The Company will not tolerate bribery under any
circumstances in any transaction in which the Company is
involved.
TPIM reviews the anti-bribery policies and procedures of all
portfolio companies.
Environmental, Social, Employee
and Human Rights Issues
As the Company has no employees, it does not maintain
specific policies in relation to these matters. Due to
the nature of the Company’s activities, there being no
employees and only four Non-Executive Directors, there
are no Human Rights issues to report. Its investment in a
company engaged in energy generation from renewable
sources contributed to a reduction in carbon emissions.
Diversity
The Board of Directors comprises two female and two
male Directors.
The Company does not have any employees or office
space. As such the Company does not operate a diversity
policy with regards to any administrative, management and
supervisory functions.
Employees
The Company has no employees and accordingly has no
requirement to separately report on this area.
The Investment Manager is an equal opportunities
employer who respects and seeks to empower each
individual and the diverse cultures, perspectives, skills and
experiences within its workforce. The Investment Manager
places great importance on company culture and the
wellbeing of its employees and considers various initiatives
and events to support a positive work environment.
Investment and Co-Investment
The Company may co-invest with other funds managed
by TPIM.
Matters Covered in the Strategic
Report
The information that fulfils the reporting requirements
relating to the following matters can be found on the
pages identified.
Matter
Page Reference
Future Developments
4 to 11
Financial risk management objectives
94 to 96
Information on exposure to price risk,
liquidity risk and cashflow risk
18 to 19
Jane Owen
Chair
31 May 2024
Triple Point Venture VCT plc
66
|
Information Disclosures
under the AIFM Directive
The Company AIFM, Triple Point Investment Management
LLP, is authorised by the FCA under the AIFM directive.
The Company is an Alternative Investment Fund (“AIF”)
managed by the AIFM.
The Triple Point Group has an established Remuneration
Policy which applies to all staff of Triple Point Investment
Management LLP (the AIFM of the Company). The purpose
of this policy is to ensure that the remuneration of its
staff complies with various rules and regulations in place,
including the AIFMD Remuneration Code (which can be
located in SYSC 19B) (the “Code”), is consistent with and
promotes sound and effective risk management and does
not encourage risk-taking which is inconsistent with the risk
profiles, rules or instruments of incorporation of the AIFM
and the AIFs it manages.
Employee remuneration disclosure
The table below provides an overview of the following
for all staff that carry out activities for or on behalf of the
Company:
•
The total amount of remuneration for the financial year,
split into fixed and variable remuneration, including the
number of staff.
•
The aggregate amount of remuneration for, and the
number of Code Staff.
The AIFM has calculated the proportionate amount of
relevant staff’s remuneration who carry out activities for
the AIF.
Total Remuneration
Headcount
Remuneration (£)
Fixed remuneration
31
1,019,446
Variable remuneration
26
448,102
Code Staff Remuneration
Headcount
Remuneration (£)
Fixed remuneration
6
240,027
Variable remuneration
4
300,655
Annual Report
|
2024
|
67
Directors’
Responsibility Statement
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with UK
adopted international accounting standards and applicable
law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors are required to prepare the Company financial
statements in accordance with UK adopted international
accounting standards. Under company law the Directors
must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state
of affairs of the Company and of the profit or loss for the
Company for that period.
In preparing these financial statements, the Directors are
required to:
•
select suitable accounting policies and then apply them
consistently;
•
make judgements and accounting estimates that are
reasonable and prudent;
•
state whether they have been prepared in accordance
with UK adopted international accounting standards,
subject to any material departures disclosed and
explained in the financial statements;
•
prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business;
•
prepare a Directors’ report, a strategic report and
Directors’ remuneration report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the company’s transactions and disclose with reasonable
accuracy at any time the financial position of the company
and enable them to ensure that the financial statements
comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of
the company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Annual
Report and accounts, taken as a whole, are fair, balanced,
and understandable and provides the information
necessary for Shareholders to assess the Company’s
performance, business model and strategy.
The Directors are responsible for ensuring the Annual
Report and the financial statements are made available
on a website. Financial statements are published on
the Company’s website in accordance with legislation
in the United Kingdom governing the preparation and
dissemination of financial statements, which may vary from
legislation in other jurisdictions. The maintenance and
integrity of the Company’s website is the responsibility
of the Directors. The Directors’ responsibility also extends
to the ongoing integrity of the financial statements
contained therein.
The Directors have delegated the hosting and
maintenance of the Company’s website content to the
Investment Manager and its materials are published on
the Triple Point website www.triplepoint.co.uk.
Directors’ responsibilities pursuant
to DTR4
The Directors confirm to the best of their knowledge:
•
the financial statements have been prepared in
accordance with the applicable set of accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit and loss of the
Company; and
•
the Annual Report includes a fair review of the
development and performance of the business and
the financial position of the Company, together with a
description of the principal risks and uncertainties that
they face.
On behalf of the Board.
Jane Owen
Chair
31 May 2024
Independent Auditor’s Report
to the members of Triple Point Venture VCT plc
Triple Point Venture VCT plc
68
|
Opinion on the financial statements
In our opinion the financial statements:
•
give a true and fair view of the state of the Company’s affairs as at 29 February 2024 and of its loss for the year
then ended;
•
have been properly prepared in accordance with UK adopted international accounting standards;
•
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Triple Point Venture VCT Plc (the ‘Company’) for the year ended 29 February
2024 which comprise of the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes
in Shareholders’ Equity, Statement of Cash Flows and notes to the financial statements, including a summary of material
accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK
adopted international accounting standards.
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 believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were appointed by directors on 9 November 2017 to audit
the financial statements for the year ended 28 February 2018 and subsequent financial periods. The period of total
uninterrupted engagement including retenders and reappointments is seven years, covering the years ended 28 February
2018 to 29 February 2024. We remain 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. The non-
audit services prohibited by that standard were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting
in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the
Company’s ability to continue to adopt the going concern basis of accounting included:
•
Obtaining the VCT compliance reports prepared by management’s expert during the year and as at year end and
reviewing the calculations therein to check that the Company was meeting its requirements to retain VCT status;
•
Consideration of the Company’s expected future compliance with VCT legislation, the absence of bank debt,
contingencies and commitments and any market or reputational risks;
•
Reviewing the forecasted cash flows that support the Directors’ assessment of going concern, challenging
assumptions and judgements made in the forecasts, and assessing them for reasonableness. In particular, we
considered the available cash resources relative to the forecast expenditure which was assessed against the prior year
for reasonableness; and
•
Evaluating the Directors’ method of assessing the going concern in light of market volatility and impact of the
investment portfolio.
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 12 months from when the financial statements are authorised for issue.
Annual Report
|
2024
|
69
Overview
2024
2023
Key audit matters
Valuation of unquoted
investments
Yes
Yes
Materiality
Company financial statements as a whole
£1,243,000 (2023: £876,000) based on 2% (2023: 2%) of Net assets.
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s
system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed
the risk of management override of internal controls, including assessing whether there was evidence of bias by the
Directors that may have represented a risk of material misstatement.
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 that we identified, including those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
In relation to 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.
Triple Point Venture VCT plc
70
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Independent Auditor’s Report
continued
Key audit matter
How the scope of our audit addressed the key audit matter
Valuation of
unquoted
investments
See note 12
and note 19
and
accounting
policy on
page 82
100% of the underlying
investment portfolio is
represented by
unquoted equity and
loan stock.
There is a high
level of estimation
uncertainty involved
in determining the
unquoted equity and
loan stock investment
valuations. The
Investment Manager’s
fees are based on the
value of the net assets
of the VCT.
The Investment
Manager is responsible
for preparing the
valuation of
investments which are
reviewed and approved
by the Board.
Notwithstanding
this review, there is a
potential risk of
misstatement in the
investment valuations.
For these reasons
we considered the
valuation of unquoted
investments to be a key
audit matter.
For the venture investments (representing 99% of the portfolio), we have
tested on a sample basis and performed the following procedures:
•
Agreed inputs to valuations to third party data such as board packs of
underlying investee companies where appropriate;
•
Considered and verified the valuation methodology used for
investments valuation is as per the International Private Equity and
Venture Capital Valuation (“IPEV”) Guidelines and IFRS 13 – Fair Value
Measurement (“IFRS 13”);
•
Re-performed the calculation of the investment value attributable to
the Company;
•
Verified and benchmarked key inputs and estimates to independent
information and our own research;
•
For investments held at the price of recent transaction (i.e recent
purchase or funding round), we obtained evidence of the transaction
price and considered whether the terms of the transaction are relevant
and form a basis for the fair value at the year end, considering the
investment manager’s assessment of progress against milestones;
•
Considered how sensitive the individual valuations are to key
subjective inputs (for example % discount applied to recent price) to
assist in assessing the overall appropriateness of the approach taken.
In respect of the investment valued using discounted cash flow models
(“DCF”) (representing 1% of the portfolio), we have tested the investment
and performed the following specific procedures:
•
Considered the appropriateness of the overall fair value and valuation
movement in the period by reviewing and challenging the key
assumptions including discount factors, inflation, asset life, and
power price applied by benchmarking to available industry data and
verifying these to supporting evidence;
•
With the use of our internal valuations experts we assessed the
appropriateness of the assumptions, including the discount rate,
inflation and power price;
•
Vouched cash balance and other working capital balances to bank
statements and investee company management accounts; and
•
Performed sensitivity analysis by adjusting certain key inputs in
order to calculate a reasonable range of possible valuations where
appropriate.
Key Observations:
Based on the procedures performed, we consider the estimates and
judgements made in the valuation of unquoted investments to be
appropriate.
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71
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a
lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements
below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Company financial statements
2024
£1,243,000
2023
£876,000
Materiality
Basis for determining materiality
2% of Net assets
2% of Net assets
Rationale for the benchmark
applied
In setting materiality, we have had
regard to the nature and disposition
of the investment portfolio. Given
that the VCT’s portfolio is comprised
of unquoted investments which
would typically have a wider spread
of reasonable alternative possible
valuations, we have applied a
percentage of 2% of net assets.
In setting materiality, we have had
regard to the nature and disposition
of the investment portfolio. Given
that the VCT’s portfolio is comprised
of unquoted investments which
would typically have a wider spread
of reasonable alternative possible
valuations, we have applied a
percentage of 2% of net assets.
Performance materiality
£932,000
£657,000
Basis for determining
performance materiality
75% of materiality
75% of materiality
Rationale for the percentage
applied for performance
materiality
The level of performance materiality
applied was set after having considered
a number of factors including the
expected total value of known and
likely misstatements and the level of
transactions in the year.
The level of performance materiality
applied was set after having considered
a number of factors including the
expected total value of known and
likely misstatements and the level of
transactions in the year.
Triple Point Venture VCT Plc
Independent Auditor’s Report
continued
72
|
Lower testing threshold
We determined that for Revenue return before tax, a misstatement of less than materiality for the financial statements
as a whole, could influence users of the financial statements as it is a measure of the Company’s performance of income
generated from its investments after expenses. As a result, we determined a lower testing threshold for those items
impacting revenue return of £86,000 (2023: £88,000) based on 5% of expenditure (2023: 5% of expenditure).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £25,000
(2023: £18,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on
qualitative grounds.
Other information
The directors are responsible for the other information. The other information comprises the information included in
the Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and
that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during
the audit.
Going concern and viability
statement
•
The Directors’ statement with regards to the appropriateness of adopting the
going concern basis of accounting and any material uncertainties identified set
out on page 20; and
•
The Directors’ explanation as to their assessment of the Company’s prospects,
the period this assessment covers and why the period is appropriate set out on
page 20.
Other Code provisions
•
Directors’ statement is fair, balanced and understandable set out on page 56;
•
Board’s confirmation that it has carried out a robust assessment of the emerging
and principal risks set out on page 20;
•
The section of the annual report that describes the review of effectiveness of risk
management and internal control systems set out on page 54; and
•
The section describing the work of the audit committee set out on pages
53 to 56.
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73
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by
the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
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.
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.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has
been properly prepared in accordance with the Companies Act 2006.
Matters on which we are
required to report
by exception
We have nothing to report in respect of the following matters in relation to which
the Companies Act 2006 requires us to report to you if, in our opinion:
•
adequate accounting records have not been kept, 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.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
as the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Triple Point Venture VCT Plc
Independent Auditor’s Report
continued
74
|
Extent to which the audit was 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:
Non-compliance with laws and regulations
Based on:
•
Our understanding of the legal and regulatory framework applicable to the Company and the industry in which it
operates;
•
Discussion with management and those charged with governance;
•
Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and
regulations.
We considered the significant laws and regulations to be the Companies Act 2006, the FCA listing and DTR rules, the
principles of the UK Corporate Governance Code, industry practice represented by the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (“the SORP”) and updated
in 2022 with consequential amendments and the applicable financial reporting framework. We also considered the
Company’s qualification as a VCT under UK tax legislation.
Our procedures in respect of the above included:
•
Agreement of the financial statement disclosures to underlying supporting documentation;
•
Enquiries of management and those charged with governance relating to the existence of any non-compliance with
laws and regulations;
•
Obtaining the VCT compliance reports prepared by management’s expert during the year and as at year end and
reviewing their calculations to check that the Company was meeting its requirements to retain VCT status; and
•
Reviewing minutes of meetings of those charged with governance throughout the period for instances of non-
compliance with laws and regulations.
Fraud
We assessed the susceptibility of the financial statements to material misstatement including fraud.
Our risk assessment procedures included:
•
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
•
Obtaining an understanding of the Company’s policies and procedures relating to:
•
Detecting and responding to the risks of fraud; and
•
Internal controls established to mitigate risks related to fraud.
•
Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; and
•
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements.
Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of unquoted
investments and management override of controls.
Our procedures in respect of the above included:
•
The procedures set out in the Key Audit Matters section above;
•
Obtaining independent evidence to support the ownership of investments;
•
Recalculating investment management fees in total;
•
Obtaining independent confirmation of bank balances; and
Annual Report
|
2024
|
75
•
Testing journals which met defined risk criteria by agreeing to supporting documentation and evaluating whether
there was evidence of bias by the Investment Manager and Directors that represented a risk of material misstatement
due to fraud.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members who were all deemed to have appropriate competence and capabilities and remained alert to any indications
of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising
that 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, misrepresentations or through collusion.
There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws
and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become
aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Elizabeth Hooper
(Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
31 May 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Triple Point Venture VCT Plc
Financial
Statements
29 February 2024
28 February 2023
Note
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Investment income
5
Gains on investments
12
Investment return
Investment management fees
6
Other expenses
7
Loss before taxation
(124 )
(661 )
(785 )
(538 )
(827 )
(1,365 )
Taxation
10
Loss after taxation
(124 )
(661 )
(785 )
(538 )
(827 )
(1,365 )
Other comprehensive income
Total comprehensive loss
(124 )
(661 )
(785 )
(538 )
(827 )
(1,365 )
Basic & diluted (loss)/earnings per Share
A Shares (wound down)
(2.93
(2.83
B Shares (wound down)
(1.44
Venture Shares
11
(0.23
(1.23
(1.46
(1.17
(7.30
(8.47
The total column of this statement is the Statement of Comprehensive Income of the Company prepared in accordance with UK-adopted
International Accounting Standards (IAS). The supplementary revenue return and capital columns have been prepared in accordance with
the Association of Investment Companies Statement of Recommended Practice (“AIC SORP” updated July 2022) in so far as it does not
conflict with IAS.
All revenue and capital items in the above statement derive from continuing operations.
The Company has only one class of business and derives its income from investments made in shares and securities as well as from bank
deposits and money market funds.
The accompanying notes on pages 82 to 97 form an integral part of these statements.
Annual Report
|
2024
|
77
Statement of Comprehensive Income
For the year ended 29 February 2024
29 February 2024
28 February 2023
Note
£’000
£’000
Non-current assets
Financial assets at fair value through profit or loss
12
Current assets
Receivables
14
Cash and cash equivalents
15
Deferred proceeds
Total assets
Current liabilities
Payables and accrued expenses
16
Current taxation payable
Net assets
Equity attributable to equity holders
Share capital
17
Share premium
Share redemption reserve
Special distributable reserve
Capital reserve
Revenue reserve
(1,861 )
(1,737 )
Total equity
Shareholders' funds
Net asset value per A Share
Net asset value per B Share
Net asset value per Venture Share
20
The statements were approved by the Directors and authorised for issue on 31 May 2024 and are signed on their behalf by:
Jane Owen
Chair
31 May 2024
The accompanying notes on pages 82 to 97 form an integral part of these statements.
Triple Point
Venture VCT Plc
78
|
Statement of Financial Position
At 29 February 2024
Company No: 07324448
Issued
Capital
Share
Premium
Share
Redemption
Reserve
Special
Distributable
Reserve
Capital
Reserve
Revenue
Reserve
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Year ended 29 February 2024
Opening balance
(1,737 )
Issue of Share capital
Cost of issue of Shares
(493 )
(493 )
Share buybacks
(17 )
(17 )
Cancellation of Shares
(165 )
(165 )
(165 )
Dividends paid/payable
(1,075 )
(1,075 )
Transactions with owners
(1,257 )
Loss before taxation
(661 )
(124 )
(785 )
Taxation
Loss after taxation
(661 )
(124 )
(785 )
Other comprehensive income
Total comprehensive loss for the period
(661 )
(124 )
(785 )
Balance at 29 February 2024
(1,861 )
The Capital Reserve consists of:
Investment holding gains
5,514
Other realised losses*
(2,395)
3,119
Year ended 28 February 2023
Opening balance
(1,199 )
Issue of Share capital
Cost of issue of Shares
(461 )
(461 )
Share buybacks
(2 )
(211 )
(211 )
Cancellation of Share premium
(40,957 )
Dividends paid/payable
(8,123 )
(8,123 )
Transactions with owners
(22,831 )
Loss before taxation
(827 )
(538 )
(1,365 )
Taxation
Loss after taxation
(827 )
(538 )
(1,365 )
Other comprehensive income
Total comprehensive loss for the period
(827 )
(538 )
(1,365 )
Balance at 28 February 2023
(1,737 )
The Capital Reserve consists of:
Investment holding gains
4,445
Other realised losses
(665)
3,780
*
Contained within total other realised losses are the following that occurred during the year ended 29 February 2024: £239k relating to Shenval; £374k
relating to Pixie; and £191k relating to Localz.
The capital reserve represents the proportion of Investment Management fees charged against capital and realised/unrealised gains
or losses on the disposal/revaluation of investments. The unrealised element of the capital reserve is not distributable. The special
distributable reserve was created on court cancellation of the Share premium account. The revenue reserve realised capital reserve and
special distributable reserve are distributable by way of dividend.
At 29 February 2024 the total reserves available for distribution under the Companies Act are £32,162,000 (2023: £35,273,000). This
consists of the special distributable reserve less the realised capital loss and less the revenue loss.
At 29 February 2024 the total reserves available for distribution under the VCT rules are £2,303,000 (2023: £3,561,000). To maintain
VCT status, amounts in the special distributable reserve are not distributable until after the third accounting period following the relevant
allotments of Share capital. Further information can be found in note 18.
Annual Report
|
2024
|
79
Statement of Changes in Shareholders’ Equity
For the year ended 29 February 2024
Year ended
29 February 2024
Year ended
28 February 2023
£’000
£’000
Cash flows from operating activities
(Loss) before taxation
(785 )
(1,365 )
Net (gain) on investments during the period
(261 )
(187 )
Adjustment for: Interest on fixed deposits and money market funds
(576 )
(66 )
Cash flow used in operations
(1,622 )
(1,618 )
Decrease/(increase) in receivables
(391 )
(Decrease) in payables
(292 )
(488 )
Cash flow used in operating activities
(1,603 )
(2,497 )
Adjustment for non-cash items:
(Decrease)/Increase in taxation
(16 )
Net cash flows used in operating activities
(1,619 )
(2,496 )
Cash flows from investing activities
Purchase of financial assets at fair value through profit or loss
(11,884 )
(11,381 )
Disposal of financial assets at fair value through profit or loss
Interest on fixed deposits and money market funds
Net cash flows used in investing activities
(11,308 )
(1,745 )
Cash flows from financing activities
Issue of Shares*
Buyback of Shares
(182 )
(211 )
Dividends paid
(7,136 )
(1,659 )
Net cash flows from financing activities
Net (decrease)/increase in cash and cash equivalents
(23 )
Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at 1 March 2023
Net (decrease)/increase in cash and cash equivalents
(23 )
Cash and cash equivalents at 29 February 2024
*
The accompanying notes on pages 82 to 97 form an integral part of these statements.
Triple Point
Venture VCT Plc
80
|
Statement of Cash Flows
For the year ended 29 February 2024
Annual Report
|
2024
|
81
Triple Point
Venture VCT Plc
Notes to the Financial Statements
1. Corporate information
The Financial Statements of the Company for the year ended 29 February 2024 were authorised for issue in accordance with a resolution
of the Directors on 31 May 2024.
The Company applied for listing on the London Stock Exchange on 24 December 2010.
Company’s registered office, which is also its principal place of business, is 1 King William Street, London
The Company is required to nominate a functional currency, being the currency in which the Company predominantly operates. The
functional and reporting currency is pounds sterling (£), reflecting the primary economic environment in which the Company operates.
The principal activity of the Company is investment. The Company’s investment strategy is to offer exposure to venture capital
investments and to maintain liquidity in cash or cash-based funds.
2. Basis of preparation and accounting policies
Basis of preparation
The Financial Statements of the Company for the year to 29 February 2024 have been prepared in accordance with UK-adopted
international accounting standards and the applicable legal requirements of the Companies Act 2006 and comply with the Statement
of Recommended Practice (“SORP”): “Financial Statements of Investment Trust Companies and Venture Capital Trusts” issued by the
Association of Investment Companies (“AIC”) in July 2022.
The Financial Statements are prepared on a historical cost basis except that investments are shown at fair value through profit or loss
(“FVTPL”). The Company presents its Income Statement in a tri-columnar format to give Shareholders additional detail of the performance
of the Company, split between items of a revenue or capital nature as required by the SORP.
From 1 January 2023, IAS 1 has been amended to introduce the concept Material Accounting Policy Information. The Company has
performed a review of its existing accounting policies and updated where relevant. Other new standards coming into force during the year
and future standards that come into effect after the year-end have not had a material impact on these financial statements. The Company
has carried out an assessment of accounting standards, amendments and interpretations that have been issued by the International
Accounting Standards Board and that are effective for the current reporting period. The Company has determined that the transitional
effects of the standards do not have a material impact.
Going Concern
The Company’s business activities, together with the factors likely to affect its future development, performance and position, are set out
in the Investment Manager’s Review. The Directors have a reasonable expectation that the Company has adequate resources to continue
in operational existence for the next five years. Accordingly, they continue to adopt the going concern basis in preparing the financial
statements.
The Financial Risk Management objectives and policies of the Company, including exposure to price risk, interest rate risk, credit risk and
liquidity risk are discussed in note 19 to the financial statements.
The Company continues to meet day-to-day liquidity needs through its cash resources on hand. The Company’s revenue comes
predominantly from interest earned on its cash and liquid resources and to a lesser extent from the investments in Shenval (Hydroelectric
power) and Modern Power Generation (“MPG”), a small lending business. The Company takes an active approach to manage liquidity
and increase the return on cash held.
The Company continues to raise funds via new share issues to investors, and at the reporting date the Company had cash of £18.2
million and net current assets of £18.1 million (2023: £11.8 million). A further £7.6 million has been raised since the reporting date, further
strengthening the Company’s liquidity position. This cash is more than sufficient to enable the Company to continue as a going concern
for the foreseeable future.
The major cash outflows of the Company continue to be the payment of dividends to Shareholders, costs relating to the funding of
investments and management fees due to the Investment Manager. Dividends and, for the most part, new investments are discretionary
and, in a time of stress the Investment Manager may allow the Company to defer payment of management fees.
The Directors have reviewed cash flow projections, including various scenarios comprising a plausible downside scenario and a severe
downside scenario, whereby the Company does not raise any future capital. In both downside scenarios, the Company has sufficient
financial resources to meet its obligations for at least 12 months from the date of this report being end of May 2025.
Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements.
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2024
Notes to the Financial Statements
Critical Accounting Judgements and estimates
The preparation of Financial Statements in conformity with UK-adopted international accounting standards requires management to make
judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income
and expenses.
The estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under
the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these judgements.
The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
relate to:
•
the valuation of unlisted financial investments held at fair value through profit or loss, which are valued on the basis noted below
(under the heading Non-Current Asset Investments) and in note 12;
•
the recognition or otherwise of accrued income on loan notes and similar instruments granted to investee companies, which are
assessed in conjunction with the overall valuation of unlisted financial investments as noted above.
The key estimates made by Directors are in the valuation of non-current assets and the assessment of unrealised gains and losses. The
estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period
in which the estimate is revised if the revision affects that period or in the period of revision and future periods if the revision affects both
current and future periods.
The carrying value of investments is disclosed in note 12. The critical accounting policies that are declared will not necessarily result in
material changes to the financial statements in any given period but rather contain a potential for material change.
The main accounting and valuation policies used by the Company are disclosed in the notes below. Whilst not all of the significant
accounting policies require subjective or complex judgements, the Company considers that the following accounting policies should be
considered critical.
The Company has designated all fixed asset investments as being held at fair value through profit or loss; therefore, all gains and losses
arising from investments held are taken to the Income Statement in the period in which they occur. Accordingly, all interest income, fee
income, expenses and investment gains and losses are attributable to assets designated as being at fair value through profit or loss.
Investments are regularly reviewed to ensure that the fair values are appropriately stated. Unquoted investments are valued in accordance
with current IPEV valuation guidelines, although this does rely on subjective estimates such as appropriate sector earnings or revenue-
based multiples, forecast results of portfolio companies, asset values of subsidiary companies and liquidity or marketability of the
investments held. Although the Company believes that the assumptions concerning the business environment and estimates of future
cash flows are appropriate, changes in estimates and assumptions could require changes in the stated values.
This could lead to additional changes in fair value in the future. The Directors do not believe that there are any further key judgements
made in applying accounting policies or estimates in respect of the Financial Statements.
Material Accounting Policies
These accounting policies have been applied consistently in preparing these Financial Statements.
New and amended standards and interpretations
A number of amended standards became applicable for the current reporting period. The Company did not have to change its
accounting policies or make retrospective adjustments as a result of adopting these amended standards. The Board do not expect that
these new or amended standards will have a material impact on the Company’s financial statements.
The most significant of these standards are set out below:
New standards and amendments – applicable 1 January 2023
a)
IFRS 17 Insurance Contracts
b)
Classification of Liabilities as Current or Non-current – Amendments to IAS 1
c)
Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2
d)
Definition of Accounting Estimates – Amendments to IAS 8
e)
Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12
f)
Sale or contribution of assets between an investor and its associate or joint venture – Amendments to IFRS 10 and IAS 28
|
83
Triple Point
Venture VCT Plc
Notes to the Financial Statements
FORTHCOMING REQUIREMENTS
The following standards and interpretations had been issued but were not mandatory for annual reporting periods ending on or before
29 February 2024.
a)
Amendments to IAS 1 Presentation of Financial Statements
•
Non-current liabilities with covenants
•
Deferral of Effective Date Amendment (published 15 July 2020)
•
Classification of liabilities as Current or Non-current (Amendment to IAS1)
b)
Lease liability in a Sale and Leaseback (Amendment to IFRS 16)
c)
IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures (Amendment – Supplier Finance Arrangements)”.
Non-Current Asset Investments
The Company invests in financial assets with a view to profiting from their total return through capital growth. Consistent with the business
model, these investments are managed, and their performance is evaluated on a fair value basis. Accordingly, upon initial recognition the
investments are classified by the Company as “at fair value through profit or loss” in accordance with IFRS 9.
Non-current asset investments are included initially at fair value, which is taken to be their cost (excluding expenses incidental to the
acquisition which are written off in the Statement of Comprehensive Income and allocated to “capital” at the time of acquisition).
Subsequently the investments are valued at “fair value” which is the price that would be received to sell an asset or paid to transfer a
liability (exit price) in an orderly transaction between market participants at the measurement date.
In the case of unquoted investments, fair value is established by using measures of value such as price of recent transaction, earnings or
revenue-based multiples, discounted cash flows and net assets. This is consistent with IPEV valuation guidelines. Where price of recent
transaction is used, the valuation is calibrated to a valid methodology. The Board believe that those investments valued based on the
transaction price adjusted for business performance and market indicators are done so because the transaction price is still representative
of fair value.
Where securities are classified upon initial recognition at fair value through profit or loss, gains and losses arising from changes in fair
value are included in the Statement of Comprehensive Income for the year as capital items in accordance with the SORP. The profit or loss
on disposal is calculated net of transaction costs of disposal. Investments are recognised as financial assets on legal completion of the
investment contract and are de-recognised on legal completion of the sale of an investment.
The Company has taken the exemption permitted by IAS 28 “Investments in Associates and Joint Ventures” and IFRS 11 “Joint
Arrangements” for entities similar to investment entities and measures its investments in associates and joint ventures at fair value. The
Directors consider an associate to be an entity over which the Company has significant influence, through an ownership of between 20%
and 50%. The Company’s associates and joint ventures are disclosed in note 13.
Income
Investment income includes interest earned on bank balances, money market funds and investment loans and includes income tax
withheld at source where appropriate. Dividend income is shown net of any related tax credit and is brought into account on the
ex-dividend date.
Fixed returns on investment loans and debt are recognised on a time apportionment basis so as to reflect the effective yield, provided
there is no reasonable doubt that payment will be received in due course.
Expenses
All expenses are accounted for on the accruals basis. Expenses are charged to revenue with the exception of the investment management
fee which is charged 10% to the revenue account and 90% to the capital account recognising the significant increase to the Venture
investments and the expected nature of returns from them.
The transaction costs incurred when purchasing or selling assets are written off to the Income Statement in the period that they occur.
84
|
Annual Report
|
2024
Notes to the Financial Statements
Taxation
Corporation tax payable is applied to profits chargeable to corporation tax, if any, at the current rate in accordance with IAS 12 “Income
Taxes”. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue on the “marginal”
basis as recommended by the SORP.
In accordance with IAS 12, deferred tax is recognised using the balance sheet method providing for temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset
is recognised to the extent that it is probable that future taxable profits will be available against which the temporary difference can be
utilised. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based
on the laws that have been enacted or substantively enacted by the reporting date. The Directors have considered the requirements of
IAS 12 and do not believe that any provision for deferred tax should be made.
Financial Instruments
The Company’s principal financial assets are its investments and the accounting policies in relation to those assets are set out above.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered.
An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an
equity instrument.
Financial assets and financial liabilities are recognised in the Company’s Statement of Financial Position when the Company becomes a
party to the contractual provisions of the instrument. At 29 February 2024 and 28 February 2023 the carrying amounts of cash and cash
equivalents, receivables, payables, accrued expenses and short-term borrowings reflected in the financial statements are reasonable
estimates of fair value in view of the nature of these instruments or the relatively short period of time between the original instruments and
their expected realisation.
Financial Assets
The classification of financial assets at initial recognition depends on the purpose for which the financial asset was acquired and its
characteristics. All financial assets are initially recognised at fair value. All purchases of financial assets are recorded at the date on which
the Company became party to the contractual requirements of the financial asset.
The Company’s financial assets principally comprise investments held at fair value and loans and receivables. The
Company holds trade
receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the
effective interest method. The Company’s loan and equity investments are held at fair value. Gains or losses resulting from the movement
in fair value are recognised in the Company’s Statement of Comprehensive Income at each valuation date.
Financial assets are recognised/derecognised at the date of the purchase/disposal. Investments are initially recognised at cost, being the
fair value of consideration given. Transaction costs are recognised in the Consolidated Statement of Comprehensive Income as incurred.
Fair value is defined as the amount for which an asset could be exchanged between knowledgeable willing parties in an arm’s length
transaction. Fair value is calculated on an unlevered, discounted cash flow basis in accordance with IFRS 13 and IFRS 9.
Derecognition of financial assets (in whole or in part) takes effect:
•
when the Company has transferred substantially all the risks and rewards of ownership; or
•
when the contractual right to receive cash flow has expired.
Financial liabilities
Financial liabilities are classified according to the substance of the contractual agreements entered into and are recorded on the date on
which the Company becomes party to the contractual requirements of the financial liability.
All loans and borrowings are initially recognised at cost, being fair value of the consideration received, less issue costs where applicable.
After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest
rate method.
The Company’s other financial liabilities measured at amortised cost include trade and other payables which are initially recognised at
fair value and subsequently measured at amortised cost using the effective interest rate method. A financial liability (in whole or in part) is
derecognised when the Company has extinguished its contractual obligations, it expires or is cancelled. Any gain or loss on derecognition
is taken to the Statement of Comprehensive Income.
Issued Share Capital
The Company has now cancelled and repaid Shareholders in respect of both the A Shares and B Shares, and as a result the Company now
only has one class of shares being the Venture Shares.
|
85
Triple Point
Venture VCT Plc
Notes to the Financial Statements
Venture Shares are classified as equity because they do not contain an obligation to transfer cash or another financial asset and each share
has full voting, dividend and capital distribution rights.
Issue costs associated with the allotment of Shares have been deducted from the Share premium account in accordance with IAS 32. The
Company had no external debt at the reporting date; consequently, all capital is represented by the value of Share capital, distributable
and other reserves. Total Shareholder equity at 29 February 2024 was £62.2 million (2023: £43.8 million).
Cash and Cash Equivalents
Cash and cash equivalents representing cash available at less than three months’ notice are classified as Financial Assets at amortised cost
under IFRS 9.
Cash and cash equivalents comprises cash at bank and other highly liquid short-term investments redeemable or with a maturity of three
months or less at the date of acquisition and subject to insignificant changes in fair value. For the purpose of the Cash Flow Statement,
cash and cash equivalents comprises, cash at bank and money market funds. The carrying amount approximates fair value.
Reserves
The revenue reserve (retained earnings) and capital reserve reflect the guidance in the SORP. The capital reserve represents the proportion
of Investment Management fees charged against capital and any realised/unrealised gains or losses on the disposal/revaluation of
investments.
The special distributable reserve was created on court cancellations of the Share premium account, most recently and during the financial
year on 16 August 2022 in respect of the Venture Share Class.
The revenue reserve, the portion of the capital reserve representing realised capital profits and losses less unrealised gains and the special
distributable reserve are distributable by way of dividend. More information on the Company’s available reserves is in note 18.
Foreign currencies
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the foreign exchange rate ruling
at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income under
Revenue or Capital column wherever appropriate.
Dividends
Dividends payable are recognised as distributions in the financial statements when the Company’s obligation to make payment has been
established. Typically this is not until payment is made as the Company usually declares interim dividends opposed to final dividends.
3. Segmental reporting
The Directors are of the opinion that the Company only has a single operating segment of business, being investment activity.
4. Significant risk changes in the current reporting period
The Company has reviewed its exposure to climate related and other emerging business risks, but has not identified any new significant
risks that could impact the financial performance or position of the Company as at 29 February 2024.
For a detailed discussion about the Company’s performance please refer to the Chair’s statement on pages 5 to 11. The financial position
of the Company can be found on page 78.
5. Investment income
|
Year Ended
29 February 2024
|
Year Ended
28 February 2023
|
|
|
Total
|
Total
|
|
|
£’000
|
£’000
|
|
|
Interest receivable on bank balances
|
183
|
34
|
|
Liquidity Fund Holdings interest
|
403
|
–
|
|
Loan interest
|
96
|
179
|
|
682
|
213
|
86
|
6. Investment management fees
|
Year Ended
29 February 2024
|
Year Ended
28 February 2023
|
|
|
Total
|
Total
|
|
|
£’000
|
£’000
|
|
|
Investment Management Fees
|
1,024
|
1,127
|
TPIM provides investment management services to the Company under an Investment Management Agreement dated 12 September
2023. From 12 September 2023, the Investment Manager was appointed AIFM and is now responsible for risk management and portfolio
management.
The Investment Manager has full discretion under the Investment Management Agreement to make investments in accordance with the
Company’s Investment Policy from time to time. The agreement provides for an investment management fee of 2.00% per annum of net
assets, payable quarterly in arrears. The appointment shall continue for a period of at least six years from the date of first admission of
Venture Shares which was on 12 April 2019.
Performance fee
Triple Point earns a performance fee if the total return (net asset value plus distributions made) to holders of the Venture Shares exceeds
their net initial subscription price by an annual threshold of 3% per annum, calculated on a compound basis. To the extent that the total
return exceeds the threshold over the relevant period then a performance incentive fee of 20% of the excess is payable to Triple Point.
Performance fees are assessed based on the VCT’s audited year-end valuations (i.e. in February each year) and will be accrued in the
accounts of the Company. High water marks apply. No performance fees have been earned by Triple Point in the current or prior year.
Fees paid to the Investment Manager for administrative and other services during the year were £142,000 (2023: £100,000).
The Investment Manager did not receive fees for services to investee companies in the current or prior year.
7. Operating Expenses
All expenses are accounted for on an accruals basis.
Expenses are charged wholly to revenue, apart from management fees which are charged 90% to capital and 10% to revenue; any
performance fees incurred are charged wholly to capital. Transaction costs incurred when selling assets are written off to the Income
Statement in the period that they occur.
Operating expenses
|
Year ended
29 February 2024
|
Year ended
28 February 2023
|
|
|
Total
|
Total
|
|
|
£’000
|
£’000
|
|
|
Financial and regulation costs
|
133
|
136
|
|
General administration
|
56
|
23
|
|
Fees payable to the Company’s auditor for audit services
|
75
|
65
|
|
Fees payable to the Company’s auditor for audit-related assurance services
|
–
|
13
|
|
Company secretarial services
|
24
|
22
|
|
Other professional fees
|
344
|
305
|
|
Directors’ fees
|
71
|
70
|
|
Interest write-off
|
–
|
4
|
|
Interest payable
|
1
|
–
|
|
704
|
638
|
VAT has been removed from the current year Audit fees and allocated to General Administration expenses.
Annual Report
|
2024
|
87
Notes to the Financial Statements
8. Auditor Remuneration
Fees paid to the Company’s auditor, BDO LLP, are as follows:
|
Year ended
29 February 2024
|
Year ended
28 February 2023
|
|
|
Total
|
Total
|
|
|
£’000
|
£’000
|
|
|
Fees payable to the Company’s auditor:
|
||
|
for the audit of the Financial Statements
|
75
|
65
|
|
for other services
|
–
|
13
|
|
75
|
78
|
BDO LLP were not appointed to provide any non-audit services to the Company during the year.
For the year ended 29 February 2024, fees (excluding VAT) payable to the Company’s auditor for audit services were £74,890 (2023:
£65,856). Fees payable to the Company’s auditor for audit-related assurance services during the year were nil (2023: £12,500).
9. Directors’ Remuneration
|
Year ended
29 February 2024
|
Year ended
28 February 2023
|
|
|
Total
|
Total
|
|
|
£’000
|
£’000
|
|
|
Jane Owen
|
25
|
24
|
|
Chad Murrin*
|
8
|
19
|
|
Tim Clarke**
|
–
|
7
|
|
Julian Bartlett
|
22
|
20
|
|
Jamie Brooke***
|
15
|
–
|
|
Sam Smith****
|
1
|
–
|
|
71
|
70
|
*
Resigned as a Director effective 19 July 2023
**
Resigned as a Director effective 14 July 2022
*** Appointed as a Director effective 8 June 2023
**** Appointed as a Director effective 8 February 2024
The only remuneration received by the Directors was their Directors’ fees.
The Company has no employees other than the Non-Executive
Directors.
The average number of Non-Executive Directors in the year was three. Full disclosure of Directors’ remuneration is included in
the Directors’ Remuneration report.
Triple Point
Venture VCT Plc
88
|
Notes to the Financial Statements
10. Taxation
|
Audited
Year ended
29 February 2024
|
Audited
Year ended
28 February 2023
|
|
|
Total
|
Total
|
|
|
£’000
|
£’000
|
|
|
Loss on ordinary activities before tax
|
(785)
|
(1,365)
|
|
Corporation tax @ 25% (28 Feb 2023 – 19%)
Effect of:
|
(196)
|
(259)
|
|
Capital losses/(gains) not taxable
|
(65)
|
(35)
|
|
Disallowed expenditure
|
21
|
10
|
|
Unrelieved tax losses arising in the period
|
–
|
(3)
|
|
Excess management expenses on which deferred tax not recognised
|
240
|
287
|
|
Tax charge/(credit) for the period
|
–
|
–
|
Capital gains and losses are exempt from corporation tax due to the Company’s status as a Venture Capital Trust.
Investment companies which have been approved by HM Revenue & Customs under section 1158 of the Corporation Tax Act 2010 are
exempt from tax on capital gains. The Directors are of the opinion that the Company has complied with the requirements for maintaining
investment trust status for the purposes of section 1158 of the Corporation Tax Act 2010.
The Company has not provided for deferred tax on any capital gains or losses arising on the revaluation of investments.
Deferred tax asset of £1.1 million (2023: £0.9 million) has not been recognised as it is unlikely that the Company will generate sufficient
taxable profits in the future to utilise these expenses.
11. Earnings per Share
The loss per Venture Share is 1.46p (2023: loss of 8.47p) and is based on a loss from ordinary activities after tax of £0.8 million
(2023: £3.3 million loss) and on the weighted average number of Venture Shares in issue during the period of 53,729,274
(2023: 38,672,163).
There is no difference between basic or diluted Earnings per Share as there are no convertible securities.
12. Financial Assets at Fair Value through Profit or Loss
Investments
Fair Value Hierarchy:
IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial
liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement.
Financial assets and financial liabilities are classified in their entirety into only one of the following three levels:
Level 1:
quoted prices on active markets for identical assets or liabilities. The fair value of financial instruments traded on active markets
is based on quoted market prices at the date of the Statement of Financial Position. A market is regarded as active where the market in
which transactions for the asset or liability takes place with sufficient frequency and volume to provide pricing information on an ongoing
basis. The quoted market price used for financial assets held by the Company is the current bid price.
Level 2:
the fair value of financial instruments that are not traded on active markets is determined by using valuation techniques. These
valuation techniques maximise the use of observable inputs including market data where it is available either directly or indirectly and rely
as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
included in Level 2.
Level 3:
the fair value of financial instruments that are not traded on an active market (for example, investments in unquoted companies)
is determined by using valuation techniques such as discounted cash flows. If one or more of the significant inputs is based on
unobservable inputs including market data, the instrument is included in Level 3.
There have been no transfers between these classifications in the period. Any change in fair value is recognised through the Statement of
Comprehensive Income.
Annual Report
|
2024
|
89
Notes to the Financial Statements
All items held at fair value through profit or loss were designated as such upon initial recognition. Movements in investments at fair
value through profit or loss during the year to 29 February 2024 are summarised below. The most critical estimates, assumptions and
judgements relate to the determination of the carrying value of investments at “fair value through profit and loss” (FVTPL).
All investments held by the Company are classified as FVTPL and measured in accordance with the International Private Equity and
Venture Capital (IPEV) valuation guidelines, as updated in December 2022. For investments actively traded on organised financial markets,
fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the date of the
Statement of Financial Position, the Company does not have any quoted investments at the reporting date.
Unquoted investments are stated at fair value by the Directors at each measurement date in accordance with appropriate valuation
techniques, which are consistent with the IPEV valuation guidelines:
i)
the price of a recent investment, if resulting from an orderly transaction, is assumed to represent fair value as of the transaction date.
At every subsequent measurement date, the recent investment price may remain an appropriate indicator of fair value, however as
its validity is eroded over time, adequate consideration will be given to the current facts and circumstances, including, but not limited
to, changes in the market or changes in the performance of the portfolio company. We may solely rely on the most recent price for
certain investments where other valuation methodologies may not be possible, notably where there are no current or short-term
future revenues expected;
ii)
where a recent transaction is not deemed to be representative of fair value, a market approach may be considered. This technique
involves the application of an appropriate multiple to a performance measure (typically revenue, but potentially also EBITDA) in
order to derive the value of the business. Appropriate multiples are usually derived by reference to a current market-based multiple,
as reflected in market valuations of comparable quoted companies or the price at which comparable companies have changed
ownership, to the extent this information is publicly available. It must be acknowledged that as we invest in companies looking
to disrupt their respective sectors or enter new technologies, direct comparators often do not exist. In the absence of relevant
comparable calibration to the recent investment price validates that the valuation techniques using contemporaneous market inputs
generate fair value at the investment date and that the same valuation techniques using updated market inputs as of each subsequent
reporting date will generate fair value at each such date. This approach will notably help capture any risks associated with a lack of
liquidity in the minority holding of an unquoted investment and may be further adjusted to reflect the trading performance of the
portfolio company versus expectations as at the investment;
iii)
for investments in early or development stages, where there are no current or short-term future revenues expected, the most
appropriate valuation approach to measure fair value may be based on calibrating the latest pricing round using qualitative
milestones. These milestones provide a directional indication of the movement in fair value;
iv)
where a number of discreet outcomes can be expected for an investment, a simplified probability-weighted expected return model
may be used to determine fair value; and
v)
where appropriate, an income approach may be used.
Capital gains and losses on investments, whether realised or unrealised, are dealt with in the revenue and revaluation reserves and
movements in the period are shown in the Income Statement. All figures are shown net of any applicable transaction costs incurred.
All investments are initially recognised at transaction price and subsequently measured at fair value. Changes in fair value are recognised
in the Income Statement. A key judgement made in applying the above accounting policy relates to investments that are permanently
written off. Where the value of an investment has fallen permanently below the price of investment, the loss is treated as a realised loss,
even if the investment is still held.
The Board assesses the portfolio for such investments and, after agreement with the Investment Manager, will agree the values that
represent the extent to which an investment loss has become realised. This is based upon an assessment of objective evidence of that
investment’s future prospects, to determine whether there is potential for the investment to recover in value.
Triple Point
Venture VCT Plc
90
|
Notes to the Financial Statements
Movements in Level 3 investments held at fair value through the profit or loss during the year to 29 February 2024 were as follows:
|
Venture Shares
|
|||
|
Cost
|
Gains
|
Fair Value
|
|
|
£’000
|
£’000
|
£’000
|
|
|
Year ended 29 February 2024:
|
|||
|
Opening Cost
|
27,762
|
27,762
|
|
|
Opening investment holding gains
|
4,217
|
4,217
|
|
|
Opening fair value at 1 March 2023*
|
27,762
|
4,217
|
31,979
|
|
Purchases at cost
|
11,884
|
11,884
|
|
|
Disposal**
|
(750)
|
(750)
|
|
|
Loss on disposal recognised in prior year
|
450
|
450
|
|
|
Net investment gains in current year
|
261
|
261
|
|
|
Closing value at 29 February 2024
|
38,896
|
4,928
|
43,824
|
|
A Shares
|
B Shares
|
Venture Shares
|
Total
|
|
|
£’000
|
£’000
|
£’000
|
£’000
|
|
|
Year ended 28 February 2023:
|
||||
|
Opening Cost
|
860
|
6,105
|
17,785
|
24,750
|
|
Opening investment holding gains/(losses)
|
(94)
|
(2,040)
|
7,366
|
5,232
|
|
Opening fair value at 1 March 2022
|
766
|
4,065
|
25,151
|
29,982
|
|
Purchases at cost
|
–
|
–
|
11,381
|
11,381
|
|
Disposal proceeds
|
(233)
|
(6,656)
|
(2,681)
|
(9,570)
|
|
Adjustments between Share Classes
|
(246)
|
–
|
245
|
(1)
|
|
Realised (loss)/gain on disposal
|
(130)
|
551
|
592
|
1,013
|
|
Investment holding (losses)/gains
|
(157)
|
2,040
|
(2,709)
|
(826)
|
|
Closing fair value at 28 February 2023
|
–
|
–
|
31,979
|
31,979
|
|
Closing cost
|
–
|
–
|
27,512
|
27,512
|
|
Closing investment holding gains
|
–
|
–
|
4,467
|
4,467
|
*
The split between opening cost and investment holding gains as at 1 March 2023 has been reallocated. The net effect of this adjustment on the opening
fair value is nil.
** During the year ended 29 February 2024, the investment in Localz was disposed of for expected proceeds of £456k which have been valued at £300k
to take into consideration uncertainties in future cash flows. Thus, a total loss of £450k when compared to the original investment cost of £750k has
been recorded. As at the prior year ended 28 February 2023, £259k was classified as a realised loss with the balance of £191k being recognised as an
unrealised loss. As at the year ended 29 February 2024, the remaining £191k has been reclassified as a realised loss under the Statement of Changes in
Shareholders Equity.
Given the nature of the Company’s venture capital investments, the changes in fair values of such investments recognised in these
Financial Statements are not considered to be readily convertible to cash in full at the Statement of Financial Position date and
accordingly any gains or losses on these items are treated as unrealised.
Unquoted investments in the portfolio are considered Level 3 assets, such that their values are not directly observable but are estimated
using a combination of valuation methodologies which notably extrapolate from observable market data for comparable assets. The
sensitivity of these valuations to a reasonable possible change in such assumptions is given in note 19.
Further details of the types of investments are provided in the Investment Manager’s review and investment portfolio on pages 26 to 32
and 34 to 40, and details of entities over which the VCT has significant influence are included in note 13.
Annual Report
|
2024
|
91
Notes to the Financial Statements
13. Unconsolidated associates and joint ventures
The principal undertakings in which the Company’s interest at the year-end is 20% or more are as follows:
|
Name
|
Registered address
|
Holding
|
|
Green Highland Shenval Limited
|
Q Court, 3 Quality Street, Edinburgh, EH4 5BP
|
22.09%
|
•
The investment is a combination of debt and equity.
•
Equity holding is equal to the voting rights.
•
The investment is held in the UK.
14. Receivables
|
29 February 2024
|
28 February 2023
|
|
|
Total
|
Total
|
|
|
£’000
|
£’000
|
|
|
Accrued income
|
23
|
–
|
|
Prepaid expenses
|
42
|
26
|
|
Other debtors*
|
291
|
641
|
|
356
|
667
|
*
Other debtors relate to interest receivable on investment loans.
15. Cash and Cash Equivalents
|
29 February 2024
|
28 February 2023
|
|
|
Total
|
Total
|
|
|
£’000
|
£’000
|
|
|
Cash at bank
|
18
|
18,222
|
|
Money Market funds
|
18,181
|
–
|
|
18,199
|
18,222
|
Cash and cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and that are
subject to a lower risk of changes in value. Therefore, an investment normally qualifies as a cash equivalent only when it has a short
maturity of, say, three months or less from the date of acquisition.
This comprises investment grade bonds and investments in money market funds.
16. Payables and Accrued Expenses
|
29 February 2024
|
28 February 2023
|
|
|
Total
|
Total
|
|
|
£’000
|
£’000
|
|
|
Trade Creditors
|
88
|
50
|
|
Other taxation and social security
|
6
|
–
|
|
Accrued expenses & deferred income
|
389
|
6,985
|
|
483
|
7,035
|
Triple Point
Venture VCT Plc
92
|
Notes to the Financial Statements
17. Share Capital
Ordinary shares of £0.01.
Year ended 29 February 2024
|
As at 1 March 2023
|
No of Venture
Shares
|
No of
A Shares
|
No of
B Shares
|
Total
Shares
|
Amount
£'000
|
|
42,720,246
|
9,777,285
|
6,758,795
|
59,256,326
|
593
|
|
|
Allotted during the period
|
|||||
|
20 March 2023
|
5,831,295
|
–
|
–
|
5,831,295
|
58
|
|
4 April 2023
|
2,093,574
|
–
|
–
|
2,093,574
|
21
|
|
5 April 2023
|
464,579
|
–
|
–
|
464,579
|
5
|
|
24 April 2023
|
161,021
|
–
|
–
|
161,021
|
2
|
|
6 July 2023
|
1,138,499
|
–
|
–
|
1,138,499
|
11
|
|
28 July 2023
|
1,347,801
|
–
|
–
|
1,347,801
|
13
|
|
4 September 2023 (DRIS)
|
210,732
|
–
|
–
|
210,732
|
2
|
|
27 October 2023
|
1,124,122
|
–
|
–
|
1,124,122
|
11
|
|
30 November 2023
|
2,118,892
|
–
|
–
|
2,118,892
|
21
|
|
21 December 2023
|
1,673,802
|
–
|
–
|
1,673,802
|
17
|
|
13 February 2024
|
4,247,195
|
–
|
–
|
4,247,195
|
42
|
|
Shares bought back and cancelled
|
|||||
|
10 March 2023
|
–
|
(9,777,285)
|
–
|
(9,777,285)
|
(97)
|
|
10 March 2023
|
–
|
–
|
(6,758,795)
|
(6,758,795)
|
(68)
|
|
4 August 2023
|
(6,958)
|
–
|
–
|
(6,958)
|
–
|
|
3 November 2023
|
(10,306)
|
–
|
–
|
(10,306)
|
–
|
|
12 December 2023
|
(874)
|
–
|
–
|
(874)
|
–
|
|
Ordinary Share Capital 29 February 2024
|
63,113,620
|
–
|
–
|
63,113,620
|
631
|
Year ended 28 February 2023
|
As at 1 March 2022
|
No of Venture
Shares
|
No of
A Shares
|
No of
B Shares
|
Total
Shares
|
Amount
£'000
|
|
26,445,431
|
9,777,285
|
6,758,795
|
42,981,511
|
430
|
|
|
Allotted during the period
|
|||||
|
1 March 2022
|
3,034,337
|
–
|
–
|
3,034,337
|
30
|
|
15 March 2022
|
1,172,794
|
–
|
–
|
1,172,794
|
12
|
|
1 April 2022
|
4,067,490
|
–
|
–
|
4,067,490
|
41
|
|
5 April 2022
|
1,698,756
|
–
|
–
|
1,698,756
|
17
|
|
8 July 2022
|
1,755,825
|
–
|
–
|
1,755,825
|
18
|
|
27 July 2022
|
698,271
|
–
|
–
|
698,271
|
7
|
|
29 July 2022
|
692,265
|
–
|
–
|
692,265
|
7
|
|
5 September 2022
|
196,331
|
–
|
–
|
196,331
|
2
|
|
4 November 2022
|
1,308,744
|
–
|
–
|
1,308,744
|
13
|
|
13 December 2022
|
1,859,708
|
–
|
–
|
1,859,708
|
19
|
|
Shares bought back and cancelled
|
|||||
|
18 August 2022
|
(17,665)
|
–
|
–
|
(17,665)
|
(1)
|
|
18 November 2022
|
(192,041)
|
–
|
–
|
(192,041)
|
(2)
|
|
Ordinary Share Capital 28 February 2023
|
42,720,246
|
9,777,285
|
6,758,795
|
59,256,326
|
593
|
At the reporting the date, the Company had one class of share, being the Venture Shares which have full voting, dividend and capital
distribution rights.
During the year 20,200,780 new Venture Shares were issued at an average price per share of £1.03. The gross consideration received
was £20.74 million (net £20.22 million). An additional 210,732 Venture Shares were issued in the year by way of a Dividend Reinvestment
Scheme at an average price of £0.95. In the year Triple Point Venture VCT plc repurchased 18,138 Venture Shares at an average price per
share of £0.94.
Annual Report
|
2024
|
93
Notes to the Financial Statements
18. Dividends
|
Year ended
29 February 2024
|
Year ended
28 February 2023
|
|
|
£’000
|
£’000
|
|
|
Venture Share Dividend 2.00p per share (2023: 3.00p)
|
1,075
|
1,187
|
|
A Share Dividend 9.42p per share
|
–
|
921
|
|
B Share Dividend 10.00p per share
|
–
|
676
|
|
B Share Dividend 79.00p per share
|
–
|
5,339
|
|
Total Dividend Paid
|
1,075
|
8,123
|
The Board announced an interim dividend of 2 p per share, equivalent to £1,043,319 to Shareholders on 3 January 2024. The interim
dividend was paid on 18 March 2024 to Shareholders on the register at the close of business on 29 February 2024 and as a result is not
included in the table above.
At the reporting date, the Company had distributable reserves of £2,302,793. Following the year end, a further £8 million of previously
converted share premium came available for distribution under the VCT rules.
19. Financial Instruments and Risk Management
The Company’s financial instruments comprise equity and fixed-interest investments, cash balances and liquid resources including
debtors and creditors. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of
VCT qualifying unquoted securities whilst holding a proportion of its assets in cash or near-cash investments in order to provide a reserve
of liquidity.
The Investment Manager reports to the Board on a quarterly basis and provides information to the Board which allows it to monitor
and manage financial risks relating to its operations. The Company’s activities expose it to a variety of financial risks including market risk
(comprising price risk, interest rate risk and foreign currency risk), credit risk and liquidity risk. Fixed Asset Investments (see note 12)
are valued at fair value. Unquoted investments are carried at fair value as determined by the Directors in accordance with current venture
capital industry guidelines. The fair value of all other financial assets and liabilities is approximated by their carrying value on the
Statement of Financial Position.
Classification of Financial Instruments
The following table discloses the financial assets and liabilities of the Company in the categories defined by IFRS 9, “Financial Instruments”.
|
Total
value
|
Financial Assets
at amortised cost
|
Financial Liabilities
at amortised cost
|
Fair value through
profit or loss
|
|
|
£’000
|
£’000
|
|||
|
Year ended 29 February 2024
|
||||
|
Assets:
|
||||
|
Financial assets at fair value through profit or loss
|
43,824
|
–
|
–
|
43,824
|
|
Receivables
|
356
|
356
|
–
|
–
|
|
Cash and cash equivalents
|
18,199
|
18,199
|
–
|
–
|
|
62,379
|
18,555
|
–
|
43,824
|
|
|
Liabilities:
|
||||
|
Other Payables
|
483
|
483
|
||
|
483
|
483
|
|||
|
Year ended 28 February 2023
|
||||
|
Assets:
|
||||
|
Financial assets at fair value through profit or loss
|
31,979
|
–
|
–
|
31,979
|
|
Receivables
|
667
|
667
|
–
|
–
|
|
Cash and cash equivalents
|
18,222
|
18,222
|
–
|
–
|
|
50,868
|
18,889
|
–
|
31,979
|
|
|
Liabilities:
|
||||
|
Other Payables
|
7,035
|
–
|
7,035
|
–
|
|
7,035
|
–
|
7,035
|
–
|
Triple Point
Venture VCT Plc
94
|
Notes to the Financial Statements
Fixed and current asset investments (see note 12) are valued at fair value. Unquoted investments are carried at fair value as determined
by the Directors in accordance with IPEV guidelines as detailed within the Investment Manager’s Review and note 12. The fair value of all
other financial assets and liabilities are represented by their carrying value in the Statement of Financial Position. The Directors believe
that the fair value of the assets held at the year-end is equal to their carrying value. The Company’s creditors and debtors are initially
recognised at fair value, which is usually transaction cost and subsequently measured at amortised cost using the effective interest
method.
In carrying on its investment activities, the Company is exposed to various types of risk associated with the financial instruments and
markets in which it invests. The most significant types of financial risk facing the Company are market risk, interest rate risk, credit risk and
liquidity risk. The Company’s approach to managing these risks is set out below together with a description of the nature and amount of
the financial instruments held at the date of the Statement of Financial Position.
Market Risk
The Company’s strategy for managing investment risk is determined with regard to the Company’s investment policy, as outlined on
page 14. The management of market risk is part of the investment management process and is a central feature of venture capital
investment. The Company’s portfolio is managed in accordance with the policies and procedures described in the Directors’ Report
on pages 62 to 65, having regard to the possible effects of adverse price movements, with the objective of maximising overall returns
to shareholders.
Investments in smaller companies, by their nature, usually involve a higher degree of risk than investments in larger companies quoted on
a recognised stock exchange, though the risk can be mitigated to a certain extent by diversifying the portfolio across business sectors and
asset classes. The overall disposition of the Company’s assets is regularly monitored by the Board.
Details of the Company’s investment portfolio as at 29 February 2024 can be found on page 34.
70.5% (2023: 73.0%) by value of the Company’s net assets comprises investments in unquoted companies held at fair value. In the context
of continued market uncertainties caused by macroeconomic factors, we have used a sensitivity analysis of 20%.
A 20% overall decrease in the valuation of the unquoted investments at 29 February 2024 would have decreased net assets and the total
profit for the year by £8.8 million (2023: £6.4 million). An equivalent change in the opposite direction would have increased net assets and
the total profit for the year by the same amount.
10.0% of net assets (14.1% of portfolio value) is exposed to changes in the foreign exchange rate. An increase in the foreign exchange
rate of 5% would decrease the net asset value by 0.5% (£0.3 million). A decrease in the foreign exchange rate of 5% would have the
opposite effect, increasing the net asset value by 0.5% (£0.3 million). The 5% sensitivity used provides the most meaningful impact of
average foreign exchange rate changes across the portfolio.
20.0% of the VCT’s net assets (28.4% of portfolio value)
are valued after assessing the developments of the investee company against
performance milestone (e.g cash or revenue targets) including PRI calibration. An increase in the average multiple used by 15
% would
increase the net asset value by 3
.0%. A decrease in the average multiple used by
15
% would decrease the net asset value by
3
.0%. The
15
% sensitivity used provides the most meaningful impact of average multiple changes across the portfolio.
50.3% of net assets (71.6% of portfolio value) is valued using Price of Recent Investment (PRI), and an increase in the average PRI used
by 15
% would increase the net asset value by
7
.5%. A decrease in the average PRI used by
15
% would decrease the asset value by
7
.5%.
However, the impact on the portfolio value might be less given that most investments have some downside protection in the form of
liquidation preference. The 15
% sensitivity used provides the most meaningful impact of average PRI changes across the portfolio.
Interest Rate Risk
Some of the Company’s financial assets are interest bearing, of which some are at fixed rates and some at variable rates. As a result, the
Company is exposed to interest rate risk arising from fluctuations in the prevailing levels of market interest rates.
Fixed Rate
The table below summarised the weighted average effective interest rates for its fixed interest-bearing financial instruments:
The Company has two fixed interest investment loans, one in relation to its investment in Modern Power Generation and the other in
relation to its investment in Green Highland Shenval. The weighted average interest rate applicable to these loans is 19.2% (2023:19.2%).
Floating Rate
The Company’s floating rate investments as at 29 February 2024 comprised interest-bearing money market funds. The Company’s cash
held at bank earns no interest due to the HMRC VCT rule which prohibits a VCT from earning more than 30% of its income in non-VCT
qualifying income, and interest earned on bank balances is non-qualifying income.
Annual Report
|
2024
|
95
Notes to the Financial Statements
The benchmark rate which determines the rate of interest receivable on its money market investment is the Bank of England base rate,
which was 5.25% at 29 February. The amounts held in floating rate investments at the
Statement of Financial Position date were as follows:
|
29 February 2024
|
28 February 2023
|
|
|
£’000
|
£’000
|
|
|
Cash on Deposit
|
19
|
18,222
|
|
Money Market funds
|
18,180
|
–
|
|
18,199
|
18,222
|
A 1% change in the base rate would increase/decrease income receivable from these investments and the net assets for the year by
£182,000 (2023: £182,000).
Foreign Currency Risk
Foreign currency risk is defined as the risk that the fair values of future cash flows will fluctuate because of changes in foreign exchange
rates. With the exception of Adfenix AB, whose investment is denominated in Swedish Kroner (“SEK”), and Digital Therapeutics Inc
(trading as Quit Genius), Airly Inc, and Degreed Inc, which are denominated in US dollars (“USD”), and Knok LDA, whose investments
are denominated in Euros, the Company’s financial assets and liabilities are in GBP. Substantially all of its revenues and expenses are also
denominated in GBP, except for the aforementioned exceptions.
The Company’s investments denominated in foreign currency comprise 14.1
% of the Company’s Investment Portfolio, not including cash.
As a result, the Company does not consider the investments in Adfenix AB, Digital Therapeutics Inc (t/a Quit Genius), Airly Inc, Degreed
Inc, Knok LDA and Nory to materially expose the Company to foreign currency risk.
Credit Risk
Credit risk is the risk that a counterparty will fail to discharge an obligation or commitment that it has entered into with the Company. The
Investment Manager and the Board carry out a regular review of counterparty risk. The carrying value of the financial assets represent the
maximum credit risk exposure at the Statement of Financial Position date.
|
29 February 2024
|
28 February 2023
|
|
|
£’000
|
£’000
|
|
|
Non-Qualifying investment loans
|
172
|
172
|
|
Qualifying investment loans
|
1,076
|
883
|
|
Cash on Deposit
|
19
|
18,222
|
|
Money Market funds
|
18,180
|
–
|
|
Receivables
|
356
|
667
|
|
19,803
|
19,944
|
The Company’s bank accounts are maintained with The Royal Bank of Scotland plc (“RBS”) and Cater Allen Private Bank. Should the
credit quality or financial position of RBS or Cater Allen deteriorate significantly, the Investment Manager will move the cash holdings to
another bank.
Credit risk relating to listed money market funds is mitigated by investing in a portfolio of investment instruments of high credit quality,
comprising securities issued by major UK companies and institutions. Credit risk relating to loans to and preference shares in unquoted
companies is considered to be part of market risk.
Liquidity Risk
Liquidity risk is the risk that the Company may not be able to meet its financial obligations as they fall due. Prudent liquidity risk
management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of
committed credit facilities to meet obligations when due and to close out market positions.
The Investment Manager and the Board continuously monitor forecast and actual cash flows from operating, financing, and investing
activities to consider payment of dividends, repayment of trade and other payables or funding further investing activities. The Company
ensures it maintains adequate reserves and will put in place banking facilities and it will continuously monitor forecast and actual cash
flows to seek to match the maturity profiles of financial assets and liabilities. Further analysis on the Company’s liquidity is included within
the Going Concern assessment.
The Company’s listed money market funds are considered to be readily realisable as they are of high credit quality as outlined above.
Liquidity risk is managed on a continuing basis by the Investment Manager in accordance with policies and procedures laid down by
the Board. The Company’s overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains sufficient
Triple Point
Venture VCT Plc
96
|
Notes to the Financial Statements
investments in cash and readily realisable securities to pay accounts payable and accrued expenses. At 29 February 2024, these
investments were valued at £18.2 million (2023: £nil).
20. Net Asset Value per Share
|
Year ended
29 February 2024
|
Year ended
28 February 2023
|
|
|
Net asset value per share (p) Venture Shares
|
98.55
|
102.17
|
The net asset value per Share for the Venture Shares is 98.55p (2023: 102.17p) and is calculated based on net assets of £62.196 million
(2023: £43.817 million) divided by the 63,113,620 Venture Shares in issue.
21. Relationship with Investment Manager
During the period, TPIM received £1.2 million (2023: £1.2 million) (which has been expensed by the Company) for providing management
and administrative services to the Company, of which £0.3 million remained outstanding at the year end.
The Investment Manager charged £24,000 (2023: £18,000) for the provision of Company Secretarial services.
In addition, TPIM received £352,245 (2023: £335,880) of arrangement fees on Venture Share allotments during the year.
22. Ultimate controlling party
In the opinion of the Board, on the basis of the shareholdings advised to them, the Company has no ultimate controlling party.
23. Related Party Transactions
The Directors Remuneration Report on pages 57 to 61 discloses the Directors’ remuneration and shareholdings and transactions with the
Investment Manager are disclosed in note 21.
24. Commitments and Contingencies
There were no commitments or contingencies in place at the end of the financial year.
25. Post Balance Sheet Events
The following events occurred between the balance sheet date and the signing of these financial statements:
The Company paid an interim dividend of 2 pence per share equivalent to £1.04 million on 18 March 2024.
The Company issued 8,130,242 shares following the year end. At the date of this report, the Company had 71,243,862 shares in issue.
The Company has made three investments since the period end: a £1.015m new investment into Treefera; a £150k follow-on investment
into Tuza (formerly Statement); and an £804k follow-on investment into Nory.
Annual Report
|
2024
|
97
Notes to the Financial Statements
1.
Ongoing Charges Ratio
29 February 2024
£’000
28 February 2023
£’000
Management fee
1,024
1,127
Other operating expenses
704
347
Total management fee and other operating expenses
(a)
1,728
1,474
Average undiluted net assets
(b)
53,551,396
45,917,974
Ongoing charges ratio % (c = a/b)
(c)
3.23%
3.21%
The ongoing charges ratio for the Company for the year to 29 February 2024 was 3.23% (2023: 3.21%). Total annual running costs are
capped at 3.50% of the Company’s net assets. The ratio is calculated by dividing annualised ongoing charges by the average net asset
value in the period.
The annualised ongoing charges represent the total expense for the year with the exclusion of performance and arrangement fees
payable to Triple Point Investment Management LLP. No performance or arrangement fees were charged during the year.
Any excess will be met by Triple Point by way of a reduction in future management fees.
2. Total Return
29 February 2024
£’000
28 February 2023
£’000
Closing NAV per share (pence)
98.55
102.17
Add back dividends paid (pence)
11.00
9.00
Adjusted closing NAV (pence)
109.55
111.17
Adjusted NAV per share as at the period end less NAV per share at 28 February 2023
(28 February 2022)
(a)
(109.55 – 111.17)
(111.17 – 119.55)
NAV per share at 28 February 2023 (28 February 2022)
(b)
111.17
119.55
Total return % (c = a/b)
(c)
(1.46%)
(7.01%)
Triple Point
Venture VCT Plc
98
|
Alternative Performance Measures
Annual Report
|
2024
Board
Jane Owen (Chair)
Sam Smith
Julian Bartlett
Jamie Brooke
Administrator, Company Secretary
and Registered Office:
Hanway Advisory Limited
1 King William Street
London EC4N 7AF
Registered Number
07324448
FCA Registration number
659605
Investment Manager
Triple Point Investment Management LLP
1 King William Street
London EC4N 7AF
Tel: 020 7201 8989
Independent Auditor
BDO LLP
55 Baker Street
London W1U 7EU
Solicitors
Howard Kennedy LLP
No. 1 London Bridge
London SE1 9BG
Registrars
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol BS13 8AE
VCT Taxation Advisers
Philip Hare & Associates LLP
6 Snow Hill
London EC1A 2AY
Bankers
The Royal Bank of Scotland plc
54 Lime Street
London EC3M 7NQ
Adviser (Venture Investments)
Shoosmiths LLP
1 Bow Churchyard
London EC4M 9DQ
Depositary
Indos Financial Limited
The Scalpel
18th Floor
52 Lime Street
London EC3M 7AF
Shareholder Information
Financial Calendar
Key Events
Date
Annual General Meeting
23 July 2024
Financial half-year end
31 August 2024
Announcement of half-year results
October 2024
Financial year end
28 February 2025
|
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1 King William Street, London, EC4N 7AF
For further information about the Triple Point Venture VCT, please call 020 7201 8990
or email contact@triplepoint.co.uk
Triple Point is the trading name for the Triple Point Group, which includes the following companies and associated entities:
Triple Point Investment Management LLP registered in England & Wales no. OC321250, authorised and regulated by the
Financial Conduct Authority no. 456597, Triple Point Administration LLP registered in England & Wales no. OC391352 and
authorised and regulated by the Financial Conduct Authority no. 618187, and TP Nominees Limited registered in England &
Wales no.07839571, all of 1 King William Street, London, EC4N 7AF, UK.
We will process any personal data of yours received in connection with the business we carry on with you in accordance with our
privacy policy, which can be found on our website at https://www.triplepoint.co.uk/contact-us/ privacy-policy/70/ or provided to
you upon request.