Baronsmead 2vt Regulatory News (BMD)

Baronsmead Second Venture Trust plc

Annual Financial Report for the year ended 30 September 2017

Financial Headlines

· Net asset value ("NAV") per share increased 5.9 per cent to 97.60p before deduction of dividends in the year ended 30 September 2017.

· NAV total return of 313.5p to shareholders for every 100.0p invested at launch.

· Dividends totalled 7.5p in the year to 30 September 2017, including the proposed final dividend of 4.5p to be paid on 2 February 2018.

· £8.9m new investment made in the year - £5.5m unquoted investments and £3.4m quoted investments.

Our Investment Objective

Baronsmead Second Venture Trust is a tax efficient listed company which aims to achieve long-term investment returns for private investors.

Investment Policy

· To invest primarily in a diverse portfolio of UK growth businesses, whether unquoted or traded on AIM.

· Investments are made selectively across a range of sectors in companies that have the potential to grow and enhance their value.

Dividend Policy

The board of Baronsmead Second Venture Trust has the objective to maintain a minimum annual dividend level of around 4.5p per ordinary share if possible, but this depends primarily on the level of realisations achieved and cannot be guaranteed.

CHAIRMAN'S STATEMENT

I am pleased to report a 5.89 per cent (5.43p) increase in NAV per share for the year to 30 September 2017 before dividend payments. The Board has proposed final dividend of 4.5p per share, subject to shareholder approval, in order to maintain annual dividends of 7.5p per share.

Merger Information and Financial Reporting

On 30 November 2016, Baronsmead Second Venture Trust plc ("BSVT" or the "Company") merged with Baronsmead VCT 5 plc ("BVCT5") (the "BVCT5 Merger") resulting in the Company having a combined NAV of approximately £182m making it one of the largest VCTs in the industry.

The BVCT5 Merger was undertaken by way of the transfer of the assets and liabilities of BVCT5 in consideration for the issue of new shares in BSVT, on a NAV for NAV basis, to the shareholders of BVCT5. As a result, these mergers are accounted for as acquisitions in the Company's financial reports.

Results

In the year to 30 September 2017, the NAV grew by 5.43p per share (5.89 per cent) to 97.60p before payment of dividends. This growth (together with reserves accumulated from successful realisations) has enabled us to recommend a final dividend of 4.5p making a total of 7.5p for the year.

Over the past 10 years the Company has provided its shareholders with an annual average tax-free dividend of 9.64p per share. With a share price of 89.50p per share this is equivalent to a net tax-free yield of 10.77 per cent representing an excellent return for the Company's loyal shareholders and one that the Board is proud of.

Portfolio Review

As at 30 September 2017, the portfolio comprised direct investments in 71 unquoted and AIM-traded companies providing shareholders with a diverse range of investments. During the year to 30 September 2017, the underlying value of the unquoted portfolio increased by 5.36 per cent reflecting the continued positive performance of most of the investments. The AIM-traded portfolio increased by 7.93 per cent and CF Livingbridge UK Micro Cap Fund has had a particularly strong year with a 26.87 per cent increase in value.

Investments and Divestments

Following a period of adjustment to the more restrictive VCT investment rules introduced in November 2015, the Company invested a total of £8.93m in seven new and two follow on investments in the year to 30 September 2017. The Investment Manager has had to adapt its investment strategy to focus on the provision of development capital to younger companies. This is likely to result in greater volatility in returns over time, albeit the existing portfolio of larger investments will continue to determine returns for a number of years to come.

Livingbridge has continued to invest in its programme of proactively approaching prospective investee companies in order to identify a supply of new and attractive investment opportunities. Additionally, its value strategy team provides ongoing support and expertise to portfolio companies following the initial investment.

Following a period of divestments of the Company's more mature investments in 2015 and 2016, the pace of realisations slowed in 2017. A total of £9.06m was realised from the full and partial sale of investments and from loan note redemptions during the year.

Details of the Company's investments and divestments during the year are set out in the tables below and further commentary on portfolio companies is provided in the Managers Report below.

VCT Legislation and Policy Review

As reported at the interim stage, following on from the changes to VCTs introduced in November 2015, earlier this year the Government announced that tax advantaged venture capital schemes (SEIS, EIS and VCTs) were to be included in the Patient Capital Review which aims "to ensure that high growth businesses can access the long-term capital that they need to fund productivity enhancing investment."

This resulted in the publication of the "Financing growth in innovative firms" consultation in August 2017, with the aim that any policy recommendations concerning VCTs and the other tax advantaged venture capital schemes would be presented to the Chancellor ahead of the Autumn Budget Statement on 22 November 2017. Over the summer, the Manager, along with others in the VCT industry including managers and industry representative bodies, have consulted with HM Treasury ("HMT") and provided evidence to support the view that VCTs are meeting the Governments policy objectives of providing financial support to developing high growth businesses and represent value for money for taxpayers.

We await the outcome of the consultation and the proposals to be announced in the Autumn Budget and hope that any changes to the VCT scheme will not constrain this support and will enable VCTs to continue to invest money and expertise in small, entrepreneurial UK companies in line with the Government's policy objectives. 

Fundraising

Following the realisations achieved in 2015 and 2016 and the slowing down of the new investment rate in that period, the Company did not raise new funds in the 2016/17 year. As a result of the subsequent decrease in the rate of realisations and an improvement in the rate of new investment, in August 2017, the Board announced its intention to raise new funds to enhance the Company's resources available for new and follow on investments over the next two to three years. Consequently, on 4 October 2017 the Company launched an offer for subscription to raise £24m (before costs). As at 17 November 2017 shareholders had invested £20.6m. We would like to thank the Company's existing shareholders who so far have invested a further £11.1m and welcome the Company's new shareholders who invested £9.5m.

Annual General Meeting

I look forward to meeting as many new and longstanding shareholders as possible at the Annual General Meeting to be held at 11.00 am on 30 January 2018, at Saddlers' Hall, 40 Gutter Lane, London, EC2V 6BR. As well as my own review of the year, there will also be presentations from the Manager followed by lunch for all shareholders.

OUTLOOK

Given the continued uncertainty over the timing and terms of the UK's exit from the European Union, the impact of Brexit on the UK economy remains unknown and largely unquantifiable. Although the UK economy has remained largely resilient to date, recent inflationary pressures and some softening in consumer confidence may serve to weaken that resilience over the short term. As we await the outcome of HMT's deliberations over the Patient Capital Review it is hoped that HMT understand the industry's representations and will take full account of the benefits VCTs provide to the UK economy. We will know more following the Autumn Budget Statement on 22 November 2017.

Despite, these macro-economic and regulatory uncertainties, I believe our diverse investment portfolio exhibits a strength that underpins the returns to our shareholders. Our Investment Manager continues to invest in those systems and people that will help our portfolio companies to deliver profitable growth from which all our shareholders will benefit over the medium to long term.

Anthony Townsend

Chairman

21 November 2017

MANAGER'S REVIEW

The year has seen another strong performance from the investment portfolio. We have begun to increase the rate of investment following a period of adapting to VCT Legislation introduced in November 2015.

PORTFOLIO REVIEW

Overview

The net assets of £187m were invested as follows:

* By value as at 30 September 2017.

** Return includes interest received on unquoted realisations during the year.

Each quarter the direction of general trading and profitability of all investee companies is assessed so that the Board can monitor the overall health and trajectory of the portfolio. At 30 September 2017, 77 per cent of the 71 companies directly held in the portfolio (excluding the investments held by Collective Investment Vehicles) were progressing steadily or better.

The tables below show the breakdown of new investments and realisations over the course of the year and below is commentary on some of the key highlights in both the unquoted and quoted portfolios.

Unquoted Portfolio

The unquoted portfolio performance has been positive, growing by around 5.4 per cent over the course of the year. The portfolio is valued by the Board using a consistent process every quarter. The majority of the value created by portfolio companies comes from trading and operational improvements including revenue and margin growth, rather than financial leverage.

Investment Activity

During the year, £8.9m was invested in 9 companies including 7 new additions to the portfolio and 2 follow on investments. The largest investments were:

· In the style Fashion Ltd (unquoted) is a trend-led, fast growing purely online fashion retailer. Its popularity has been driven, in part by the business' royalty-based collaborations with celebrities and fashion influencers. Our investment will be used to support the business in scaling up its operations including upgrading IT and infrastructure, growth of the team and moving into international markets.

· Symphony Ventures Ltd (unquoted) is a leader in Robotic Process Automation ("RPA"). Symphony provides consulting, implementation and managed services to enterprise clients looking to automate operational processes that are manual, repetitive, complex and time consuming through RPA and Intelligent Automation solutions. Our investment will support new hires and extend Symphony's capabilities into new geographies.

· FreeAgent Holdings Plc (quoted) provides cloud-based accounting software solutions and mobile applications designed specifically for UK micro-SMEs. The company offers intuitive tools to complete tasks such as time tracking, invoicing, expense management and tax related workstreams. Our investment will be used for the growth and development of the business.

Unquoted Divestment Activity

Following a number of years of strong realisation activity this financial year has seen limited divestments from the portfolio.

Yeo Bridge and Kalyke Investments were two acquisitions vehicles set up in 2015, these became non-qualifying during the year and are subsequently being dissolved. There are now no acquisition vehicles in the portfolio and no intention to set up any new ones.

There was also a partial loan note redemption from Create Health during the year.

Quoted Portfolio (AIM-traded investments)

The quoted portfolio has shown strong overall performance over the year with an increase of 7.9 per cent. Stand out performers were Bioventix, a developer of antibodies for use in clinical diagnostics, following strong financial results and upgraded forecasts and Wey Education, a provider of online education services, following the achievement of a maiden group profit.

These were partially offset by weaker share price performance from Tasty, a casual dining restaurant operator, which downgraded forecasts on the back of well publicised restaurant sector weakness; and TLA Worldwide, which announced that certain accounting misstatements would result in a worse than expected 2016 financial result.

Quoted Divestment Activity

Proceeds from the sale of Electric Word totalled £2.78m making a return of 1.2x cost. £0.55m of proceeds were also received in the year following the partial sale of Escher Group Holdings and Ubisense Group making a return of 1.0x cost and 0.23x cost respectively.

Collective Investment Vehicles

CF Livingbridge UK Micro Cap Fund ("Micro Cap") performed strongly over the year increasing by 26.9 per cent (2016: 1 per cent). At 30 September 2017, BSVT's cumulative £6.2m investment was valued at £20.4m. As at 30 September 2017, the Micro Cap Fund held investments in 44 AIM-traded and listed companies. An investment was made in CF Livingbridge UK Multi Cap Income Fund ("Multi Cap") in July and since then the value has increased by 4.5 per cent. As at 30 September 2017, the Multi Cap held investments in 43 AIM-traded and listed companies.

Liquid assets (cash and cash equivalents)

Baronsmead Second Venture Trust had cash and cash equivalents of approximately £16m at the year-end. This asset class is conservatively managed to take minimal or no capital risk, a strategy outlined in prospectuses that have been issued in the past.

Outlook

Investee companies continue to perform well, providing good returns over the year and a firm foundation for future returns. Having had a lull in the rate of new investment in 2016, we continue to adapt our deal origination and sourcing activities which have resulted in the Company adding 4 unquoted and 3 AIM-traded companies to the portfolio and we look forward to making further additions over the coming year.

Livingbridge VC LLP

Investment Manager

21 November 2017

Investments in the year

* Technology, Media & Telecommunications ("TMT").

† All investments other than investments in FreeAgent Holdings plc and CloudCall Group plc were made after BSVT acquired the assets of BVCT5 on 30 November 2016. Hence, the book cost of new investments shown (except for FreeAgent Holdings plc and CloudCall Group plc) relate only to the investments made by BSVT post merger. BSVT acquired the BVCT5 investment portfolio (total £39,138,000) on 30 November 2016.

Realisations in the year

‡ Proceeds at time of realisation including interest.

* Includes interest/dividends received, loan note redemptions and partial realisations accounted for in prior periods.

** Acquisition vehicle dissolved during the year.

† Deferred consideration of £60,000 was received in respect of Kingsbridge Risk Solutions and £7,000 in respect of Fisher Outdoor Leisure Holdings, both of which had been sold in a prior period.

No realisations were made before the acquisition of the BVCT5 investment portfolio and proceeds shown relate to those made after 30 November 2016.

Ten Largest Investments

The top ten investments by current value at 30 September 2017 illustrate the diversity of investee companies within the portfolio. For consistency across the top ten and based on guidance from the AIC, data extracted from the last set of published audited accounts is shown in the tables below. However, this may not always be representative of underlying financial performance for several reasons. Published accounts lodged at Companies House are out of date and the Manager works from up to date management accounts and has access to draft but unpublished annual audited accounts prepared by the auditor. In addition, pre-tax profit in statutory accounts is often not a representative indicator of underlying profitability as it can be impacted by, for example, deductions of non-cash items such as amortisation that relates to investment structures rather than operating performance.

1. IDOX Plc - Berkshire

All funds managed by Livingbridge

First investment: May 2002

Total original cost: £1,641,000

Total equity held: 4.2%

Baronsmead Second Venture Trust only

Original book cost: £1,028,000

Valuation: £7,141,000

Valuation basis: Last Traded Price

% of equity held: 2.7%

Year ended 31 October

(Source: IDOX plc Annual Report & Accounts 2016.)

2. Netcall Plc - Hertfordshire

All funds managed by Livingbridge

First investment: July 2010

Total original cost: £4,354,000

Total equity held: 17.3%

Baronsmead Second Venture Trust only

Original cost: £2,616,000

Valuation: £7,100,000

Valuation basis: Bid Price

% of equity held: 10.4%

Year ended 30 June

(Source: Netcall plc, Annual Report and Accounts, 30 June 2017.)

3. Bioventix Plc - Surrey 

All funds managed by Livingbridge

First investment: June 2013

Total original cost: £1,008,000

Total equity held: 7.5%

Baronsmead Second Venture Trust only

Original cost: £555,000

Valuation: £5,712,000

Valuation basis: Bid Price

% of equity held: 4.1%

Year ended 30 June

(Source: Bioventix plc, Annual Report and Accounts, 30 June 2016.)

4. Dods Group PLC - London

All funds managed by Livingbridge

First investment: March 2003

Total original cost: £5,289,000

Total equity held: 20.1%

Baronsmead Second Venture Trust only

Original book cost: £3,268,000

Valuation: £5,551,000

Valuation basis: Bid Price

% of equity held: 12.1%

Year ended 31 March

(Source: Dods (Group) PLC Annual Report 31 March 2017.)

5. Inspired Energy Plc - Lancashire  

All funds managed by Livingbridge

First investment: November 2011

Total original cost: £1,437,000

Total equity held: 8.0%

Baronsmead Second Venture Trust only

Original book cost: £861,000

Valuation: £5,337,000

Valuation basis: Bid Price

% of equity held: 4.8%

Year ended 31 December

(Source: Inspired Energy plc Annual Report 31 December 2016.)

6. Pho Holdings Limited - London

All funds managed by Livingbridge

First investment: July 2012

Total original cost: £4,415,000

Total equity held: 28.0%

Baronsmead Second Venture Trust only

Original book cost: £2,422,000

Valuation: £5,139,000

Valuation basis: Earnings Multiple

% of equity held: 13.6%

Year ended 28 February

(Source: Pho 2012 Limited, Directors' Report and Financial Statements 28 February 2016.)

* 52 week period ended 28 February 2016.

** 53 week Period ended 1 March 2015.

7. Crew Clothing Holdings Limited - London  

All funds managed by Livingbridge

First investment: November 2006

Total original cost: £5,833,000

Total equity held: 31.0%

Baronsmead Second Venture Trust only

Original book cost: £2,904,000

Valuation: £5,032,000

Valuation basis: Earnings Multiple

% of equity held: 15.1%

Year ended 30 October

(Source: Crew Clothing Holdings Limited, Report and Financial Statements 30 October 2016.)

* 53 week period ended 30 October 2016.

** Year ended 25 October 2015.

8. Happy Days Consultancy Limited - Cornwall

All funds managed by Livingbridge

First investment: April 2012

Total original cost: £7,617,000

Total equity held: 65.0%

Baronsmead Second Venture Trust only

Original book cost: £ 4,180,000

Valuation: £5,029,000

Valuation basis: Earnings Multiple

% of equity held: 31.5%

Year ended 31 December

(Source: H. Days Holdings Limited Annual Report and Financial Statements 31 December 2016.)

9. Ideagen Plc - Nottinghamshire

All funds managed by Livingbridge

First investment: January 2013

Total original cost: £3,000,000

Total equity held: 5.6%

Baronsmead Second Venture Trust only

Original book cost: £1,650,000

Valuation: £4,904,000

Valuation basis: Bid Price

% of equity held: 3.1%

Year ended 30 April

(Source: Ideagen plc, Annual Report & Accounts, 30 April 2017.)

10. Carousel Logistics Ltd - Kent

All funds managed by Livingbridge

First investment: October 2013

Total original cost: £5,595,000

Total equity held: 40.0%

Baronsmead Second Venture Trust only

Original book cost: £2,336,000

Valuation: £4,672,000

Valuation basis: Earnings Multiple

% of equity held: 14.7%

Year ended 31 December

(Source: Carousel Logistics Limited Financial Statement 31 December 2016.)

Principal Risks & Uncertainties

The Board has included below details of the principal risks & uncertainties facing the Company and the appropriate measures taken in order to mitigate these risks as far as practicable.

The financial risks faced by the Company are covered within the notes to the Financial Statements below.

Extract from the Strategic Report

Applying the Business Model

This section of the Strategic Report sets out the practical steps that the Board has taken in order to apply the business model, achieve the investment objective and adhere to the investment policy. The investment policy, which is set out in the full Annual Report and Financial Statements, is designed to ensure that the Company continues to qualify and is approved as a VCT by HM Revenue and Customs.

Investing in the Right Companies

Investments are primarily made in companies which are substantially based in the UK, although many of these investees may have some trade overseas. Investments are selected in the expectation that the application of private equity disciplines, including an active management style for unquoted companies, will enhance value and enable profits to be realised from planned exits.

The Board has delegated the management of the investment portfolio to Livingbridge VC LLP ("Livingbridge" or the "Manager"). The Manager has adopted a 'top-down, sector-driven' approach to identifying and evaluating potential investment opportunities, by assessing a forward view of firstly the business environment, then the sector and finally the specific potential investment opportunity.

Based on its research, the Manager has selected a number of sectors that it believes will offer attractive growth prospects and investment opportunities. Diversification is also achieved by spreading investments across different asset classes and making investments for a variety of different periods.

The Manager's Review above provides a review of the investment portfolio and of market conditions during the year, including the main trends and factors likely to affect the future development, performance and position of the business.

Risk is spread by investing in a number of different businesses within different qualifying industry sectors using a mixture of securities. The maximum the Company will invest in a single company (including a collective investment vehicle) is 15 per cent of its investments by value of its investments calculated in accordance with Section 278 of the Income Tax Act 2007 (as amended) ("VCT Value"). The value of an individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of its suitability for sale.

The Company invests in a range of securities including, but not limited to, ordinary and preference shares, loan stocks, convertible securities and permitted non qualifying investments as well as cash. Unquoted investments are usually structured as a combination of ordinary shares and loan stocks or preferred shares, while AIM-traded investments are primarily held in ordinary shares. Pending investment in VCT qualifying investments, the Company's cash and liquid funds are held in permitted non qualifying investments.

VCTs are required to comply with a number of different regulations and the Company has appointed PricewaterhouseCoopers LLP ("PwC") as VCT Tax Status Advisers to advise it on compliance with VCT requirements. PwC reviews new investment opportunities, as appropriate, and regularly reviews the investment portfolio of the Company. PwC works closely with the Manager but reports directly to the Board.

Environmental, Human Rights, Employee, Social and Community Issues

The Company seeks to conduct its affairs responsibly and the Manager is encouraged to consider environmental, human rights, social and community issues, where appropriate, with regard to investment decisions.

The Company is required, by company law, to provide details of environmental (including the impact of the Company's business on the environment), employee, human rights, social and community issues; including information about any policies it has in relation to these matters and the effectiveness of these policies. The Company does not have any employees and as a result does not maintain specific policies in relation to these matters.

Livingbridge has an Environmental, Social and Governance ("ESG") policy. As a responsible investor, Livingbridge fully incorporates ESG factors into its investment programme. The ESG policy focuses on environmental, social and corporate governance factors, including risks and opportunities, affecting both the Company and/or specific portfolio companies.

Livingbridge undertakes an in-house risk assessment questionnaire pre-investment to highlight any significant or material ESG issues. Should any such issues be identified, these are then addressed via specific due diligence pre-investment.

Upon completion of an investment the completed in-house questionnaires are assessed by an external consultant to corroborate risks identified, advise the company how to address any ESG issues and also to identify any potential upside opportunities (e.g. energy savings). Relevant ESG matters are then included in the portfolio company board meetings as appropriate and also in the standard Livingbridge portfolio progress reports allowing Livingbridge to assess the impact of any interventions or recommendations.

Global Greenhouse Gas Emissions

The Company has no greenhouse gas emissions to report from the operations of the Company, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013, including those within its underlying investment portfolio.

Gender Diversity

The Board of Directors of the Company comprises four male Directors. The Manager has an equal opportunity policy and currently employs 47 men and 38 women.

Appointment of the Manager

The Board expects the Manager to deliver a performance which meets the objective of achieving long-term investment returns, including tax free dividends. A review of the Company's performance during the financial year, the position of the Company at the year end and the outlook for the coming year is contained within the Chairman's Statement above. The Board assesses the performance of the Manager in meeting the Company's objective against the Key Performance Indicators ("KPIs").

The management agreement

Under the management agreement, the Manager receives a fee of 2.5 per cent per annum of the net assets of the Company. In addition, the Manager is responsible for providing all secretarial, administrative and accounting services to the Company. The Manager has appointed Link Alternative Fund Administrators Limited to provide these services to the Company on its behalf. The Company is responsible for paying the fee charged by Link Alternative Fund Administrators Limited to the Manager in relation to the performance of these services.

Annual running costs are capped at 3.5 per cent of the net assets of the Company (excluding any performance fee payable to the Manager and irrecoverable VAT), any excess being refunded by the Manager by way of an adjustment to its management fee. The running cost as at 30 September 2017 was 2.7 per cent.

The management agreement may be terminated at any date by either party giving twelve months' notice of termination and, if terminated, the Manager is only entitled to the management fees paid to it and any interest due on unpaid fees.

Performance fees

A performance fee is payable to the Manager when the total return on net proceeds of the ordinary shares exceeds 8 per cent per annum (simple). To the extent that the total return exceeds the threshold over the relevant period then a performance fee of 10 per cent of the excess will be paid to the Manager. The amount of any performance fee which is paid in an accounting period is capped at 5 per cent of net assets.

No performance fee was payable for the year to 30 September 2017 (2016: £nil).

Management retention

The Board is keen to ensure that the Manager continues to have one of the best investment teams in the VCT and private equity sector. A co-investment scheme was introduced in November 2004 under which members of the Manager's investment team invest their own money into a proportion of the ordinary shares of each eligible unquoted investment made by the Baronsmead VCTs. The Board regularly monitors the co-investment scheme arrangements but considers the scheme to be essential in order to attract, retain and incentivise the best talent. The scheme is in line with current market practice in the private equity industry and the Board believes that it aligns the interests of the Manager with those of the Baronsmead VCTs.

Executives have to invest their own capital in every unquoted transaction and cannot decide selectively which investments to participate in. In addition, the co-investment only delivers a return after each VCT has realised a priority return built into the structure. The shares held by the members of the co-investment scheme in any portfolio company can only be sold at the same time as the investment held by the Baronsmead VCTs is sold. Any prior ranking financial instruments, such as loan stock, held by the Baronsmead VCTs have to be repaid in full together with the agreed priority annual return before any gain accrues to the ordinary shares. This ensures that the Baronsmead VCTs achieve a good priority return before profits accrue to the co-investment scheme.

The executives participating in the co-investment scheme subscribe jointly for a proportion (currently 12 per cent) of the ordinary shares available to the Baronsmead VCTs in each eligible unquoted investment. The level of participation was increased from 5 per cent in 2007 when the Manager's performance fee was reduced from 20 per cent to its current level of 10 per cent.

Since the formation of the scheme in 2004, 72 executives have invested a total of £896,000 in 49 companies. At 30 September 2017, 33 of these investments have been realised generating proceeds of £275.6m for the Baronsmead VCTs and £13.9m for the co-investment scheme. For Baronsmead Second Venture Trust the average money multiple on these 33 realisations was 1.8 times cost. Had the co-investment shares been held instead by the Baronsmead VCTs, the extra return to shareholders would have been the equivalent of 3.6p a share (based on the current number of shares in issue). The Board considers this small cost to retain quality people to be in the best interests of shareholders.

Advisory and Directors' Fees

During the year the Manager and an affiliate received £48,000 (2016: £nil) advisory fees, £448,000 (2016: £252,000) directors' fees for services provided to companies in the investment portfolio and incurred £14,000 (2016: £12,000) abort fees with respect to investments attributable to BSVT.

Alternative Investment Fund Manager's Directive ("AIFMD")

The AIFMD regulates the management of alternative investment funds, including VCTs. On 22 July 2014 the Company was registered as a Small UK registered Alternative Investment Fund Manager under the AIFMD.

Viability Statement

In accordance with principle 21 of the AIC Code of Corporate Governance ("AIC Code"), the Directors have assessed the prospects of the Company over the three year period to 30 September 2020. This period is used by the board during the strategic planning process and is considered reasonable for a business of our nature and size. The three year period is considered the most appropriate given the forecasts that we request from the Manager and the estimated time line for finding, assessing and completing investments.

In making this statement the Board carried out a robust assessment of the principal risks facing the Company, including those that might threaten its business model, future performance, solvency, or liquidity.

The Board also considered the ability of the Company to raise finance and deploy capital. Their assessment took account of the availability and likely effectiveness of the mitigating actions that could be taken to avoid or reduce the impact of the underlying risks.

This review has considered the principal risks as outlined above. The Board concentrated its efforts on the major factors which affect the economic, regulatory and political environment. The Board also paid particular attention to the importance of its close working relationship with the Manager, Livingbridge.

The Directors have also considered the Company's income and expenditure projections and find these to be realistic and sensible.

Based on the Company's processes for monitoring costs, share price discount, the Manager's compliance with the investment objective, policies and business model, asset allocation and the portfolio risk profile, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to 30 September 2020.

Returns to Investors

Dividend policy

The Board of Baronsmead Second Venture Trust has the objective to maintain a minimum annual dividend level of around 4.5p per ordinary share.

Since launch, the average annual tax free dividend paid to shareholders has been 7.6p per ordinary share (equivalent to a pre-tax return of 11.3p per ordinary share on dividends otherwise subject to tax at the higher rate of 32.5 per cent).

For shareholders who received up front tax reliefs of 20 per cent, 30 per cent or 40 per cent, their returns would have been even higher.

Shareholder choice

The Board wishes to provide shareholders with a number of choices that enable them to utilise their investment in Baronsmead Second Venture Trust in ways that best suit their personal investment and tax planning and in a way that treats all shareholders equally.

· Fund raising | From time to time the Company seeks to raise additional funds by issuing new shares at a premium to the latest published net asset value to account for costs. The Company launched an offer for subscription to raise £24m (before costs) on 4 October 2017.

· Dividend Reinvestment Plan | The Company offers a Dividend Reinvestment Plan which enables shareholders to purchase additional shares through the market in lieu of cash dividends. Approximately 753,000 shares were bought in this way during the year to 30 September 2017.

· Buy back of shares | From time to time the Company buys its own shares through the market in accordance with its share price discount policy. Subject to certain conditions, the Company seeks to maintain a mid-share price discount of approximately 5 per cent to net asset value.

· Secondary market | The Company's shares are listed on the London Stock Exchange and can be bought using a stockbroker or authorised share dealing service in the same way as shares of any other listed company. Approximately 1,417,000 shares were bought by investors in the Company's existing shares in the year to 30 September 2017.

On behalf of the Board

Anthony Townsend

Chairman

21 November 2017

Extract of the Directors Report

Shares and Shareholders

Share capital

As a result of the reconstruction and winding up of Baronsmead VCT 5 plc, on 30 November 2016, the Company allotted 47,077,911 ordinary shares.

During the year, the Company bought back a total of 2,604,000 ordinary shares to be held in Treasury, representing 1.25 per cent of the issued share capital as at 30 September 2017, with an aggregate nominal value of £260,400. The total amount paid for these shares was £2.30m. The Company's remaining authority to buy back shares from the AGM held in 2017 is 18,884,696. During the year, there were no ordinary shares sold from Treasury.

Since the year end, on 26 October 2017, the Company allotted 13,797,365 new ordinary shares pursuant to the offer for subscription set out in the prospectus published on 4 October 2017. These new shares were allotted at a price of 97.60 pence per share, representing 6.19 per cent of the issued share capital following the allotment with an aggregate nominal value of £1.38m, raising a further £13.47m of new funds (before expenses).

A second allotment of shares pursuant to the prospectus published on 4 October 2017 was completed on 21 November 2017. The Company allotted 7,350,154 new ordinary shares at a price of 97.10 pence per share, representing 3.19 per cent of the issued share capital following the allotment, with a nominal value of £0.74m, raising a further £7.14m of new funds (before expenses).

As at the date of this report the Company's issued share capital was as follows:

The maximum number of shares held in Treasury during the year was 11,693,214. Shares will not be sold out of Treasury at a discount wider than the discount at which the shares were initially bought back by the Company.

Shareholders

Each 10p ordinary share entitles the holder to attend and vote at general meetings of the Company, to participate in the profits of the Company, to receive a copy of the Annual Report & Financial Statements and to a final distribution upon the winding up of the Company.

There are no restrictions on voting rights, no securities carry special rights and the Company is not aware of any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights. There are no agreements to which the Company is party that may affect its control following a takeover bid.

In addition to the powers provided to the Directors under UK company law and the Company's Articles of Association, at each AGM the shareholders are asked to authorise certain powers in relation to the issuing and purchasing of the Company's own shares. Details of the powers granted at the AGM held in 2017 all of which remain valid, can be found in the previous Notice of AGM.

The Board is not, and has not been throughout the year, aware of any beneficial interests exceeding 3 per cent of the total voting rights.

Dividends

The Company paid the following dividends for the year to ended 30 September 2017:

Subject to shareholder approval at the AGM, a final dividend of 4.5p per share will be paid to shareholders on the register at 5 January 2018.

Annual General Meeting

The notice of the AGM of the Company to be held at 10.00am on 30 January 2018 at Saddlers' Hall, 40 Gutter Lane, London EC2V 6BR will be sent to shareholders and will be available on the Company's website.

Directors

Appointments

The rules concerning the appointment and replacement of Directors are contained in the Company's Articles of Association and the Companies Act 2006. Further details in relation to the appointed Directors and the governance arrangements of the Board can be found in the Annual Report and Financial Statements.

Directors are entitled to a payment in lieu of three months' notice by the Company for loss of office in the event of a takeover bid.

Directors' indemnity

Directors' and Officers' liability insurance cover is in place in respect of the Directors. The Company's Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgement is given in their favour by the Court.

Save for such indemnity provisions in the Company's Articles of Association and in the Directors' letters of appointment, there are no qualifying third party indemnity provisions in force.

Conflicts of Interest

The Directors have declared any conflicts or potential conflicts of interest to the Board of Directors which has the authority to approve such situations. The Company Secretary maintains the Register of Directors' Conflicts of Interests which is reviewed quarterly by the Board, when changes are notified, and the Directors advise the Company Secretary and the Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest do not take part in discussions which relate to any of their conflicts.

Responsibility for Accounts and Going Concern

The Directors who held office at the date of approval of this Directors' Report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware; and each Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information.

After making enquires, and bearing in mind the nature of the Company's business and assets, the Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. In arriving at this conclusion the Directors have considered the liquidity of the Company and its ability to meet obligations as they fall due for a period of at least twelve months from the date that these financial statements were approved. As at 30 September 2017, the Company held cash balances and investments in readily realisable securities with a value of £16.0m. Cash flow projections have been reviewed and show that the Company has sufficient funds to meet both its contracted expenditure and its discretionary cash outflows in the form of the share buyback programme and dividend policy. The Company has no external loan finance in place and therefore is not exposed to any gearing or covenants.

The Directors have chosen to include their report on global greenhouse emissions in the Strategic Report under the section on environmental, human rights, employee, social and community issues.

By Order of the Board

Livingbridge VC LLP

Secretary

100 Wood Street London EC2V 7AN

21 November 2017

Statement of Directors' Responsibilities in respect of the Annual Report and the Financial Statements

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland.

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 of 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 estimates that are reasonable and prudent;

· state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

· assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

· use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

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 its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility Statement of the Directors in respect of the annual financial report

We confirm that to the best of our knowledge:

· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company taken as a whole; and

· the strategic report/directors' report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

We consider the annual report and financial statements, 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.

On behalf of the Board

Anthony Townsend

Chairman

21 November 2017

NON-STATUTORY ACCOUNTS

The financial information set out below does not constitute the Company's statutory accounts for the periods ended 30 September 2016 and 2017 but is derived from those accounts. Statutory accounts for 2016 have been delivered to the Registrar of Companies, and those for 2017 will be delivered in due course. The Auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the Auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditors' report can be found in the Company's full Annual Report and Accounts at www.baronsmeadvcts.co.uk 

Income Statement

For the year ended 30 September 2017

All items in the above statement derive from continuing operations.

There are no recognised gains and losses other than those disclosed in the Income Statement.

The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the realised and unrealised profit or loss on investments and the proportion of the management fee charged to capital.

The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued in November 2014 by the Association of Investment Companies ("AIC SORP").

Statement of Changes in Equity

For the year ended 30 September 2017

For the period ended 30 September 2016

Balance Sheet

As at 30 September 2017

The financial statements were approved by the Board of Directors of Baronsmead Second Venture Trust on 21 November 2017 and were signed on its behalf by:

Anthony Townsend

Chairman

Statement of Cash Flows

For the year ended 30 September 2017

Notes to the Financial Statements

We have grouped notes into sections under three key categories:

1. Basis of preparation

2. Investments, performance and shareholder returns

3. Other required disclosures

1. Basis of Preparation

1.1 Basis of accounting

2. Investments, Performance and Shareholder Returns

2.1 NAV per share

The treasury NAV per share as at 30 September 2017 has been calculated by assuming that all shares held in treasury were sold to the market at the mid-share price of 89.50p at 30 September 2017 (2016: 87.13p).

2.2 Return per share

2.3 Investments

All investments are initially recognised and subsequently measured at fair value. Changes in fair value are recognised in the Income Statement. The details of which are set out above.

The methods of fair value measurement are classified into a hierarchy based on reliability of the information used to determine the valuation.

· Level 1 - Fair value is measured based on quoted prices in an active market.

· Level 2 - Fair value is measured based on directly observable current market prices or indirectly being derived from market prices.

· Level 3 - Fair value is measured using a valuation technique that is not based on data from an observable market.

\* TLA Worldwide plc has been changed to a level 3 investment due to a suspension of trading during the year.

The gains and losses included in the above table have all been recognised in the Income Statement above.

TLA Worldwide plc has been changed to a level 3 investment due to a suspension of trading during the year.

2.4 Dividends

2.5 Income

† All investments have been designated at fair value through profit or loss on initial recognition, therefore all investment income arises on investments at fair value through profit or loss.

‡ Other income on financial assets not included at fair value through profit or loss.

2.6 Investment management fee and other expenses

Management fees are allocated 25 per cent income and 75 per cent capital derived in accordance with the board's expected split between long term income and capital returns. Performance fees are allocated 100 per cent to capital.

The management agreement may be terminated by either party giving 12 months notice of termination.

The Manager, Livingbridge VC LLP, receives a fee of 2.5 per cent per annum of the net assets of the Company, calculated and payable on a quarterly basis.

The Manager is entitled to a performance fee when the total return on net proceeds of the ordinary shares exceeds 8 per cent per annum (on a simple basis). The Manager is entitled to 10 per cent of the excess. The amount of any performance fee which is paid in respect of a calculation period shall be capped at 5 per cent of the shareholders' funds at the end of the calculation period. No performance fee is payable for the year ended 30 September 2017 (period ended 30 September 2016: £nil).

Other expenses

Information on directors' remuneration is given in the Directors' emoluments table in the full Annual Report and Financial Statements.

Charges for other services provided by the Auditors in the year ended 30 September 2017 were in relation to the interim review. The Audit Committee reviews the nature and extent of non-audit services to ensure that independence is maintained. The Directors consider that the Auditors were best placed to provide such services.

2.7 Debtors

2.8 Creditors (amounts falling due within one year)

2.9 Tax

The tax charge for the year is lower than the standard rate of corporation tax in the UK for a company. The differences are explained below:

* The corporation tax rate applied is based on the average tax rates for the financial years ended 30 September 2017 and 2016. The actual rates were 20 per cent until 31 March 2017 and 19 per cent from 1 April 2017.

At 30 September 2017 the Company had surplus management expenses of £9,609,937 (2016: £6,728,994) which have not been recognised as a deferred tax asset. This is because the Company is not expected to generate taxable income in a future year in excess of the deductible expenses of that future year and, accordingly, the Company is unlikely to be able to reduce future tax liabilities through the use of existing surplus expenses. Due to the Company's status as a VCT, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments.

3. Other Required Disclosures

3.1 Called-up share capital

Allotted, called-up and fully paid:

* Carrying one vote each.

On 30 November 2016, the Company acquired the assets of Baronsmead VCT 5 plc ("BVCT5") in exchange for the issue of new shares to BVCT5 shareholders. This resulted in a total consideration, as shown above and Note 3.2, of £42,953,000 being transferred to the Company which included investments, as shown in Note 2.3, totalling £39,138,000. The remaining assets, including cash and other net current assets and liabilities, totalled £3,815,000. All identified assets and liabilities were recognised at cost which approximated fair value and no goodwill was recognised on acquisition.

During the period the Company bought back into treasury 2,604,000 ordinary shares, representing 1.61 per cent of the ordinary shares in issue at the beginning of the financial year.

On 26 October 2017, the Company allotted 13,797,365 new ordinary shares and a further 7,350,154 new ordinary shares on 21 November 2017. See above for further details.

Treasury shares

When the Company re-acquires its own shares, they are currently held as treasury shares and not cancelled.

Shareholders have authorised the board to re-issue treasury shares at a discount to the prevailing NAV subject to the following conditions:

-- It is in the best interests of the Company;

-- Demand for the Company's shares exceeds the shares available in the market;

-- A full prospectus must be produced if required; and

-- HMRC will not consider these 'new shares' for the purposes of the purchasers' entitlement to initial income tax relief.

3.2 Reserves

* Changes in fair value of investments are dealt with in this reserve.

# The total of these items is £11,157,000 which agrees to the total profit on ordinary activities.

Distributable reserves include any net unrealised loss on investments whose prices are quoted in an active market and deemed readily realisable in cash.

The Company does not have any externally imposed capital requirements.

On 20 September 2017, the share premium account was cancelled by an Order of Court following the passing of a Special Resolution. The credit arising of £119,711,000 has been applied in creating a special reserve, within the capital reserve, which shall be able to be applied in any manner in which the Company's profits available for distribution (as determined in accordance with section 649 of the Companies Act 2006) are able to be applied.

3.3 Financial instruments risks

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 to invest in a diverse portfolio of UK growth businesses.

The Company's investing activities expose it to a range of financial risks. These key risks and the associated risk management policies to mitigate these risks are described below.

Market risk

Market risk includes price risk on investments and interest rate risk on investments and other financial assets and liabilities.

Price Risk

The investment portfolio is managed in accordance with the policies and procedures described above.

Investments in unquoted stocks and AIM-traded companies involve a higher degree of risk than investments in the main market. The Company aims to reduce this risk by diversifying the portfolio across business sectors and asset classes.

Management performs continuing analysis on the fair value of investments and the Company's overall market positions are monitored by the board on a quarterly basis. Management are comfortable that a 5% movement in share price is a reasonable estimate of the upside and downside alternatives.

Valuation methodology includes the application of earnings multiples derived from either listed companies with similar characteristics or recent comparable transactions. Therefore the value of the unquoted element of the portfolio may also indirectly be affected by price movements on the listed exchanges.

Interest rate risk

The Company has the following investments in fixed and floating rate financial assets:

Credit risk

Credit risk refers to the risk that counterparty will default on its obligation resulting to a financial loss to the Company. The Investment Manager monitors credit risk on an ongoing basis.

At the reporting date, the Company's financial assets exposed to credit risk amounted to the following:

Credit risk on unquoted loan stock held within unlisted investments is considered to be part of market risk as disclosed earlier in the note.

Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to unsettled transactions is considered to be small due to the short settlement period involved and the high credit quality of the brokers used. The Board monitors the quality of service provided by the brokers used to further mitigate this risk.

All the assets of the Company which are traded on a recognised exchange are held by JP Morgan Chase ("JPM"), the Company's custodian. The board monitors the Company's risk by reviewing the custodian's internal controls reports as described in the Corporate Governance section of the Annual Report and Financial Statements.

The cash held by the Company is held by JPM. The board monitors the Company's risk by reviewing regularly the internal control reports of these banks. Should the credit quality or the financial position of either bank deteriorate significantly the Investment Manager will seek to move the cash holdings to another bank.

There were no significant concentrations of credit risk to counterparties at 30 September 2017 or 2016. No individual investment in a portfolio company exceeded 3.8 per cent of the net assets attributable to the Company's shareholders at 30 September 2017 (2016: 5.4 per cent).

Liquidity risk

The Company's financial instruments include investments in unquoted companies which are not traded in an organised public market, as well as AIM-traded equity investments, all of which generally may be illiquid. As a result, the Company may not be able to liquidate quickly some of its investments in these instruments at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of any particular issuer.

The Company's liquidity risk is managed on an ongoing basis by the Investment Manager. The Company's overall liquidity risks are monitored on a quarterly basis by the Board.

The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and accrued expenses. At 30 September 2017 these investments were valued at £16,005,000 (2016: £24,110,000).

3.4 Related parties

Related party transactions include Management, Secretarial, Accounting and Performance fees payable to the Manager, Livingbridge VC LLP, as disclosed in notes 2.6 and 2.8, and fees paid to the Directors as disclosed in note 2.6. In addition, the Manager operates a Co-investment Scheme, detailed in the Management retention section of the Strategic Report in the Annual Accounts and Financial Statements, whereby employees of the Manager are entitled to participate in all unquoted investments alongside the Company.

During the year the Manager and an affiliate received £48,000 (2016: £nil) advisory fees, £448,000 (2016: £252,000) directors' fees for services provided to companies in the investment portfolio and incurred £14,000 (2016: £12,000) abort fees with respect to investments attributable to BSVT.

3.5 Segmental reporting

The Company has one reportable segment being investing in primarily a portfolio of UK growth businesses, whether unquoted or traded on AIM.

3.6 Post balance sheet events

Realisations

Following the Balance Sheet date the Company realised its investment in IP Solutions Limited at the trading company level with funds being retained at the group level at present, this realisation is expected to return proceeds to the Company totalling £1.02m and making a return of 0.43x cost.

Following the Balance Sheet date the Company realised its investment in Eque2 Limited returning proceeds totalling £5.13m and making a return of 2.74x cost.

Fundraising

Since the year end on 26 October 2017 the Company allotted 13,797,365 new ordinary shares pursuant to the offer for subscription set out in the prospectus published on 4 October 2017. These new shares were allotted at a price of 97.60 pence per share, representing 6.19 per cent of the issued share capital following the allotment with an aggregate nominal value of £1.38m, raising a further £13.47m of new funds (before expenses).

The Company allotted 7,350,154 new ordinary shares on 21 November 2017 pursuant to the offer for subscription set out in the prospectus published on 4 October 2017. These shares were allotted at a price of 97.10 pence per share, representing 3.19 per cent of the issued share capital following the allotment with an aggregate nominal value of £0.74m, raising a further £7.14m of new funds (before expenses).

TLA Worldwide plc

The suspension for trading on AIM was lifted on 16 November 2017.

National Storage Mechanism

A copy of the Annual Report and Financial Statements will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: http://www.morningstar.co.uk/uk/NSM

END

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.