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Molten Ventures Plc (GROW; GRW) Interim results 22-Nov-2023 / 07:00 GMT/BST Molten Ventures Plc ("Molten Ventures", "the Group" or the "Company")
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023
Molten Ventures (LSE: GROW, Euronext Dublin: GRW), a leading venture capital firm investing in and developing disruptive, high growth digital technology businesses, today announces its interim results for the six-month period ended 30 September 2023.
FINANCIAL HIGHLIGHTS £1,299m* Gross Portfolio Value (31 March 2023: £1,371m) £1,124m Net Assets (31 March 2023: £1,194m) 735p NAV per share (31 March 2023: 780p) -4%* Gross Portfolio fair value movement (six months to 30 September 2022: -12%) £17m Cash invested in the period by the Company, and a further £35m from the managed EIS/VCT funds (six months to 30 September 2022: £112m from Molten Ventures and £17m from the managed EIS/VCT funds) £25m Consolidated Group cash (31 March 2023: £23m Company cash), and a further £40m available to invest from the managed EIS/VCT funds (31 March 2023: £48m) £33m Cash proceeds from realisations (six months to 30 September 2022: £13m) Operating costs (net of fee income) continue to be substantially less than the targeted 1% of period-end NAV (31 March 2023: 1%) -£72m Loss after tax (loss after tax for the six months to 30 September 2022: -£155m) £150m Debt facility (£90m drawn at 30 September 2023)
\* The above figures contain alternative performance measures (“APMs”) - see Note 24 for reconciliation of APMs to IFRS measures. See the Glossary below for defined terms.
PORTFOLIO HIGHLIGHTS Five primary investments made with a combined funding of £2 million; £2 million in seven companies for follow-on deals, with a further £8 million invested in Fund of Funds (“FoF”) and £5 million in Earlybird. Committed to four new seed funds via our Fund of Funds programme, bringing the overall Fund of Funds portfolio to 79 funds. Portfolio remains well funded with more than £467 million of capital raised by its investee companies in the last 12 months, of which over 85% have been by higher or equivalent valuations, and over 80% of the Core having more than 12 months of cash runway, and over 50% having more than 24 months cash runway (based on existing budgets and growth plans). Forecast weighted average revenue growth of our Core Portfolio of 57% in the 2023 calendar year and forecast to be 50% for the 2024 calendar year. Core Portfolio average forecast gross profit margins of 68% for the 2023 calendar year compared to 70% for the 2022 calendar year. Further progress made with our ESG roadmap, including our second CDP climate change disclosure and providing financial and strategic support to portfolio companies in measuring, managing and offsetting their carbon emissions.
Martin Davis, CEO at Molten Ventures, commented:
“In the period, Molten has continued to back some of the most exciting, disruptive technology companies in Europe amid challenging conditions for the sector and an uncertain macroeconomic environment.
Our platform was built to operate and invest through the cycle, and our focus now is on positioning ourselves to capture exceptional opportunities at attractive valuations in what is increasingly a buyers’ market for venture capital”.
Results presentation A live webcast of the presentation including Q&A will be held today at 9.00am for analysts and will be available on https://brrmedia.news/Molten_HY24. Conference call details for the Q&A are available via Powerscourt.
Enquiries:
About Molten Ventures Molten Ventures is a leading venture capital firm in Europe, developing and investing in disruptive, high growth technology companies. We inject visionary companies with energy to help them transform and grow. This energy comes in many forms - capital, of course, but also knowledge, experience, and relationships. We believe it is our role to support the entrepreneurs who will invent the future, and that future is being built, today, in Europe.
As at 30 September 2023, Molten Ventures had a diverse portfolio with shareholdings in 74 companies, 17 of which represent our Core Portfolio holdings and account for 62% of the Gross Portfolio Value. Our core companies include Thought Machine, Coachhub, Form3, Aiven, Ledger and Aircall. We invest across four sectors: Enterprise Technology, Hardware and Deeptech, Consumer Technology, and Digital Health and Wellness, with highly experienced partners constantly looking for new opportunities in each. We look for high-growth companies operating in new markets, with aspirations for global expansion, strong IP, powerful technology, and strong management teams to deliver success. We also look for businesses with the potential to generate strong margins to ensure rapid, sustainable growth in substantial addressable markets.
Molten Ventures provides a unique opportunity for public market investors to access these fast-growing tech businesses, without having to commit to long term investments with limited liquidity. Since our IPO in June 2016, we have deployed over £1bn capital into fast growing tech companies and have realised £520m to 30 September 2023.
For more information, go to https://www.moltenventures.com/
CEO’s review
Overview In the six months to September 2023, Molten has continued to develop and invest in disruptive, high-growth technology companies and, in doing so, supporting the founders and entrepreneurs seeking to invent the future here in Europe. In the period, Molten has continued to be impacted by market pressures driven by ongoing global macroeconomic instability, high levels of inflation and rising interest rates. We believe that much of the impact of this ongoing uncertainty on both public and private valuations was factored in during the previous financial year, though these circumstances still affected valuations in the first half.
While we are disappointed to report a small decline in gross portfolio value in the period, our long-held and consistent approach to valuations has enabled Molten to demonstrate relative resilience. Having acted quickly at the onset of the downturn in early 2022, we are now seeing evidence of greater stability in our valuations, and we anticipate further stabilisation, and in parts, recovery. Our focus for both Molten and our portfolio is on disciplined capital allocation, positioning ourselves to capture exceptional opportunities as the valuation environment stabilises. Our seasoned investment team, who have collectively worked through many previous cycles, have first-hand knowledge of the challenges facing technology companies in a downturn and have the experience to support founders who are, in some instances, facing very difficult decisions.
The underlying commercial performance of our portfolio continues to be very strong, with signs of improved market comparables. While the nature of venture capital leads to a degree of risk, it is important to view the performance of the portfolio as a whole and also to focus across market cycles. Our well diversified portfolio, with 74 companies across four sectors, is triaged across different stages and technology sub-sectors, and we remain confident in its overall potential.
As venture capitalists we can do some of our best work in down markets and we have continued to identify attractive investment opportunities, particularly at the early stages. While the market environment for the technology ecosystem remains challenging, historically, some of the most innovative and commercially successful companies have been founded during similar periods of adversity. Data from previous downturns suggests that investments made in technology businesses during periods of economic crisis have historically generated some of the strongest returns for VC investors.
Against this backdrop, we believe that the investments that we have continued to make both into our platform and our team, together with the thesis-led, sectoral investment approach, mean that we are well positioned to withstand the current challenges. Our management teams at both the Group level and within the investment team remain stable. In September 2023, we appointed Lara Naqushbandi as a Non-Executive Director, and last week announced the appointment of our new Chair, Laurence Hollingworth, effective from 2 January 2024. Both appointments add further expertise to our Board and Board committees.
Finally, we have continued to build on our third-party assets strategy, for example through the launch of our Irish-focused co-investment. Our third-party assets strategy is an increasingly important part of our business, which is building out capital from other private sources to invest alongside the public balance sheet and derive income from this in the form of management fees.
Broader market environment The short-term macroeconomic outlook remains uncertain, with investor sentiment being negatively impacted by geopolitical tensions in Ukraine and most recently the rapid escalation in violence in the Middle East. While there has been some speculation regarding the better-than expected inflation figures, we do not believe that we will return anytime soon to the period of ultra-low interest rates and accompanying inflation that characterised the decade after the financial crisis. We anticipate a relatively higher interest rate environment for some time and, while we may see some downward movement on interest rates, the cost of capital will remain high for the coming years.
While these factors remain, we continue to be optimistic that market conditions will further stabilise in the second half of the year. The underlying technology held in our portfolio continues to transform the industries in which they operate, and both public and private market investors will continue to back innovative companies with a track record of sound commercial performance and strong business fundamentals. As a leading venture capital firm in Europe, Molten is not immune to the difficult market for technology companies. As stated at our Full Year Results, the previous year presented new challenges to financial markets with shifting valuations, broader public market sell-offs and a global shift in monetary policy.
While the IPO and M&A markets remain something of a mixed picture, there are signs of life, with the recent listings of companies like Klaviyo, InstaCart and, most notably, Arm. Late-stage technology companies, including those in our portfolio, continue to see a public listing as an attractive destination once circumstances allow. While most of this activity has revolved around stock exchanges in the U.S., often where U.S. public markets lead Europe’s markets follow.
Similarly, we have seen an uptick in private M&A across the market, and Molten is involved in active discussions regarding several of its portfolio companies. Trade sales are especially important for us, having historically made up the majority of our realisations, which we can then use to reinvest as part of our evergreen balance sheet investment strategy.
We have also seen evidence of significant, large fundraises from privately held European venture capital firms in recent weeks, proving that there is the “dry powder” necessary for deployment in support of technology companies once broader conditions allow. More broadly, the need to support the technology industry continues to be a focus of government policy across Europe, as evidenced by the upcoming summits on artificial intelligence in the UK and France and, importantly for us, the UK Government’s proposals to unlock capital for high-growth companies through reforms to the pension system. Molten is one of 20 signatories to the Venture Capital Compact co-ordinated by the British Private Equity & Venture Capital Association (BVCA) in support of the UK Government’s Mansion House initiative to facilitate improved access to venture capital by Defined Contribution Pension Schemes in the UK.
Active management We are active managers, providing support and oversight to our portfolio, as well as access to a valuable network. As board members of many of our companies, we can support and contribute to our portfolio as they adapt in the current market environment. In September 2023, Molten held its annual CEO Summit in the Chamonix Valley, spending valuable time with founders from across the breadth of our portfolio. This time is critical, both in helping companies in our portfolio achieve greater success and allowing us to gain a deeper insight into how we can improve our service to founders.
The event, which included practical sessions about working on boards and the current status of the debt funding market, is a reflection of the approach we take to working with our founders and management teams. We inject visionary companies with energy to help them transform and grow. This energy comes in many forms – capital, of course, but also knowledge, experience, and relationships – more important than ever in this current environment.
Financial position The Gross Portfolio Value as at 30 September 2023 was £1,299 million, down from £1,371 million as at 31 March 2023, resulting from investments made of £17 million (with a further £35 million from EIS and VCT co-investment), realisations of £33 million and a net fair value movement (excluding the impact of FX) of £51 million.
Molten’s balance sheet has been preserved over the six months, with cash as at 30 September 2023 of £25 million and the Revolving Credit Facility undrawn, with capacity of up to £60 million, providing further funding flexibility to preserve the value of the portfolio though limiting the capacity for significant new investment.
Realisations and deployment While discipline around our deployment process remains a focus, with realisations exceeding the amount invested in the period, we have continued to support exceptional opportunities in innovative, early-stage companies such as Oliva and Binalyze.
Our portfolio remains well funded with over 80% of the Core Portfolio having more than 12 months of cash runway, and over 50% with more than 24 months. We anticipate funding requirements to be in line with the previous guidance (£20 million). The protection of value is a priority for our management team, with downside protection in 97% of Molten’s investments through the form of preferred share classes providing first call rights on invested capital at realisation.
Realisations generated cash proceeds for Molten in the period of £33 million, with realisations exceeding investments for two consecutive half years. £17 million relates to direct investments including our final exit of shares in Trustpilot, and a further £16 million in realisations through our Fund of Funds and EarlyBird.
Sustainability During the period we have continued to develop our ESG agenda, both at an operational level and throughout our investment process and portfolio management. ESG continues to be embedded throughout the business and is an integral part of our values and purpose.
We are committed to demonstrating transparency through voluntary reporting against external standards and have disclosed our climate change impact for the second year through CDP. As signatories to the UN Principles for Responsible Investment (UN PRI) we recognise the role we play and responsibilities we hold in building a more sustainable financial system and have reported against the UN PRI for the second time.
As part of our commitment to integrate ESG in our investment strategy, we have provided support on ESG to new investments, through 1:1 ESG onboarding and the development of a tailored 12-month ESG roadmap, as well as by providing financial and strategic support in measuring, managing and offsetting their carbon emissions.
Finally, the Esprit Foundation awarded its first three grants to charities and organisations whose objectives focus on the advancement of education for the public benefit (especially to those aged under 30), with particular emphasis on the fields of technology, business and entrepreneurship.
Outlook Even as economic headwinds persist, we will continue to deliver through our scalable and adaptable model, active approach to portfolio management, and thesis-led investment approach. We expect to further progress in building third-party assets and income, with the continued syndication of our Fund of Funds programme. Our platform was built to operate and invest through the cycle, and our focus now, as valuations continue to stabilise, is on positioning ourselves to capture exceptional opportunities at attractive valuations in what is increasingly a buyers’ market for venture capital.
Martin Davis Chief Executive Officer
Portfolio review During the period, we continued to operate in an environment of significant macro volatility, but we continue to be well diversified across our four key sectors and remain confident in our thesis-led, sectoral investment approach. Cash resource within the portfolio is a key focus and our portfolio remains well funded with over 80% of the Core Portfolio having more than 12 months of cash runway, and over 50% with more than 24 months. Portfolio valuations The Gross Portfolio Value as at 30 September 2023 is £1,299 million, down from £1,371 million at 31 March 2023, reflecting investments made of £17 million, realisations of £33 million and a fair value decrease (excluding the impact of FX) of £51 million. Of the 4% Gross Fair Value movement, £51 million results from a net decrease in the Gross Portfolio Value with an additional £5 million decrease due to the impact of foreign currency on the portfolio. It is further noted that decreases in enterprise valuations are being offset by downside protection from preferred share classes. 97% of the portfolio (directly held investments only) has downside protection, with c.46% currently benefiting from this, meaning that fair value in these companies has not decreased in line with an Enterprise Value decrease. Our portfolio valuations process continues to follow the IPEV Guidelines and aligns to the market movements in the period. We continue to expect revenue growth in our portfolio companies, with average forecast revenue growth in the Core Portfolio of over 57% in 2023 and average forecast revenue growth of over 50% in 2024. In the six months to 30 September 2023, we realised our final remaining holding in Trustpilot. Since Trustpilot’s IPO we have realised £121 million in proceeds from sale of these shares. The Core Portfolio is made up of 17 companies representing 62% of the Gross Portfolio Value. The Core Portfolio remains unchanged from the previous reporting period. Deployment We have continued with discipline around our investment process, deploying £17 million in the first half of the year, some of which relates to prior year deal activity that was finalised in the current financial year. New Companies During the period, we invested £2 million into new entrants to the portfolio: • Anima – We invested in Anima’s Series A £10 million round. Anima has developed a platform to digitise and optimise the workflows of healthcare team members, improving efficiency. • Binalyze – We invested in Binalyze’s Series A w£15 million round. Binalyze is a cyber security company focusing on Digital Forensic Response addressing cyber breaches. • Imu – We invested in IMU’s Series A £10 million round. IMU is a sophisticated tool used to interrogate and generate a comprehensive analysis of the immune system through patient samples. • Morressier – We invested in Morressier’s Series B £14 million round. Morressier provides software for scholarly communications. The platform supports academic conferences and end-to-end workflows for peer review. • Oliva – We invested in Oliva’s Series A £5 million round. Oliva is an online platform supporting mental health of corporate employees. They use personalised care to treat anxiety, depression and other mental health conditions. Follow-on We continued to support our existing portfolio as they grow, investing £2 million into follow-ons, including the following during the period: • Aktiia – We invested in Aktiia’s Series A extension round. Aktiia is a wearable device used to continuously monitors a customers’ blood pressure. • Allplants – We invested in Allplants Series B extension round. Allplants is an online chef-to-consumer food delivery company selling flash frozen meals. • Apperio – We invested in Apperio’s Series A+ extension round. Apperio is a cloud-based analytics solution built for legal departments to monitor and optimise legal spend. • Clue – We invested in Clue’s Series C extension round. Clue, a leading Femtech and female health company, has raised a further £8.5 million in their latest financing event. • Realeyes – We invested in the convertible bridge. Realeyes use webcams to understand the identity, attention and emotions of users who opt in to ultimately make digital experiences better. • Schüttflix – We invested in Schüttflix’s Series A extension round. Schüttflix is a digital marketplace and delivery platform for construction supplies like sand, rock and gravel. • Sweepr – We invested in Sweepr’s Series A extension round. Sweepr is an AI-powered Digital Care Platform for Service Providers and Smart Home Providers. Fund of Funds Our Fund of Funds program continues to grow, offering access to emerging companies and valuable deal flow for top-tier seed and early stage venture firms. In the initial six months of this financial year, we committed to another 4 funds, bringing our total commitments to 79 funds. Total commitments to new and existing seed funds at 30 September 2023 are £131 million (not including our commitments to our Earlybird funds (in excess of £5 million) which sit outside of the Fund of Funds program), of which £87 million has been drawn to period-end (£8 million during the period). Amongst the new funds within our Fund of Funds portfolio are: • Black Seed: Aiming to invest in Black-led technology-enabled start-ups by partnering with industry leaders. • Astanor II: A global leader in agrifood tech impact investing, successfully closed its second venture fund at €360 million. • Digital East Fund III: Leading European early-stage focused venture capital investors, investing in tech startups with roots in Emerging Europe. • Speedinvest IV: Is a leading pan-European early-stage venture capital fund. Earlybird During this period, funds managed by Earlybird (excluding Earlybird Funds held within our Fund of Fund program - see Digital East Fund III above) drew down £5 million. This allows us, via our partnership with Earlybird, to continue to access earlier stage companies in Germany and Europe with the benefit of Earlybird’s expertise.Realisations Total cash proceeds from realisations and distributions during the period was £33 million. Of the £33 million, this financial year we have generated proceeds of over £9 million from the sale of Trustpilot shares (listed company).
Core Portfolio highlights The Molten Ventures Core Portfolio is made up of 17 companies representing 62% of the Gross Portfolio Value. There are no movement in new entrants or leavers in this period. Note – narrative updates based on publicly available information from the Core Portfolio companies.
Financial review The first half of this financial year saw a continuation of the themes that existed through the financial year of 2023. In particular, the capital preservation of the Group in response to a more volatile investment environment as interest rates continued to rise in response to inflationary pressures. The valuation environment appears to be stabilising and portfolio performance continues to be resilient. In aggregate we have seen modest reductions in Gross Portfolio Value as we have taken specific provisions to some company valuations while growth rates continue across the portfolio but at a slower pace. As at 30 September 2023, net assets of £1,124 million were recognised, a decrease of £70 million (5.8%) from 31 March 2023. This decrease is mainly driven by the movement of our Net Portfolio Value, which is recognised at fair value through profit or loss (“FVTPL”) in the consolidated statement of financial position. Balance sheet strength has been preserved with realisations above investment amounts for the second consecutive six month period. We continue to have limited net costs with management fee income during the period of £10 million. As such our costs (net of income) are close to parity, and substantially less than the stated target of less than 1% of NAV. Limited cost drag on investment returns is an under-appreciated facet of the Molten Ventures model but remains to be an area of focus for management as we continue to build third party assets that are managed alongside the balance sheet. Statement of financial position Portfolio The Gross Portfolio Value at 30 September 2023 is £1,299 million (£1,371 million at 31 March 2023). The Gross Portfolio Value is an APM (see Note 24) and a reconciliation from gross to net portfolio value, which is recognised in the condensed consolidated interim statement of financial position, is shown on page 19. In the current volatile environment our focus has been to protect the value of the portfolio and to preserve our balance sheet capital. Investments of £17 million were made during the period, while cash proceeds from exits and sales of shares were received of £33 million. The gross fair value movement on the portfolio was a reduction of £56 million, £5 million of which from foreign exchange tailwinds with a decrease of £51 million from fair value movements. The fair value decrease reflects the sentiment throughout the market. The decrease in the valuation of public companies has impacted our private portfolio. Decreases in fair value have largely been through the recalibration of the technology sector in public markets, impacting the private portfolio holding valuations. The Gross Portfolio Value is subject to adjustments for the fair value of accrued carry liabilities and deferred tax to generate the Net Portfolio Value of £1,204 million. Both carried interest liabilities and deferred tax arise at the level of our investment vehicles and are taken into account when arriving at the fair value of these vehicles to be recognised in the consolidated statement of financial position. The net fair value movement on investments, excluding foreign exchange movements of £51 million, is reflected in the condensed consolidated interim statement of financial position. Carry balances of £95 million are accrued to previous and current employees of the Group based on the current fair value at the year-end and deducted from the Gross Portfolio Value. The Gross Portfolio Value table below reconciles the Gross to Net Portfolio Values and the movements between 31 March 2023 to 30 September 2023. The percentage of Net Portfolio Value to Gross Portfolio Value is 93% (31 March 2023: 93%), which reflects the movement in carry balances in line with the movements of the portfolio. Total liquidity Total cash for the Group at 30 September 2023 was £85 million, including £60 million undrawn on the Company’s revolving credit facility (31 March 2023: £83 million, including £60 million undrawn on the Company’s revolving credit facility). In addition to the balance sheet liquidity, our managed EIS and VCT funds also have £40 million of cash available for investment at 30 September 2023. The consolidated cash balance at 30 September 2023 was £25 million (31 March 2023: £23 million). During the period, we received cash proceeds from portfolio realisations of £33 million. This was offset by investments made during the period of £17 million, as well as carry, management fees, and operating costs. Debt facility As at 30 September 2023, no additional drawdowns had taken place on the £150 million debt facility with J.P. Morgan Chase Bank N.A. London Branch (“JPM”) and HSBC Innovation Bank Limited (“HSBC”) (the “Debt Facility”). The Debt Facility comprises a £90 million term loan and a revolving credit facility (“RCF”) of up to £60 million on three and two-year availability periods respectively, and is secured against various assets and LP interests in the Group. The Debt Facility interest rate is SONIA plus a margin of 5.5% per annum and is underpinned by the value of the investment portfolio. The value of the portfolio companies may be subject to periodic independent third-party valuation. The Debt Facility is utilised for investment and working capital purposes. We have been compliant with all relevant financial covenants throughout the period and at period-end. As at 30 September 2023, the £90 million term loan was fully drawn and the £60 million RCF was undrawn. The drawn amount is recognised in the condensed consolidated interim statement of financial position at 30 September 2023, offset by capitalised fees from the setup of the Debt Facility, which are being amortised over its life. Drawdowns and paydowns on the RCF will be driven by portfolio investments and realisations. Post period-end On 14 November 2023, we drew an additional £38 million from the Debt Facility in order to further support our portfolio companies and make future investments. The remaining balance on the RCF is now £22 million. See note 25 for all subsequent events since the balance sheet date. Gross Portfolio Value table
1 Fully diluted interest categorised as follows: Cat A: 0–5%, Cat B: 6–10%, Cat C: 11–15%, Cat D: 16–25%, Cat E: > 25%. 2 The Company’s holdings in pre-IPO co-investment entities managed by Esprit Capital Partners LLP.
Principal risks and uncertainties A detailed explanation of the principal risks and uncertainties faced by the Group, the management and mitigation of those risks and uncertainties, and the Group’s governance of risk management is disclosed in the Risk Management and Principal Risks sections (on pages 80 to 90) of the Annual Report and Accounts for the year ended 31 March 2023. The Audit, Risk and Valuations Committee has assessed the principal risks and uncertainties included in the Annual Report and determined that for the remaining six months of the financial year, the risks to which the Group will be exposed are expected to be substantially the same as described. In summary, those principal risks and uncertainties comprise strategic, business, operational and venture capital industry-specific risks. Statement of Directors’ Responsibilities The Directors confirm that these unaudited condensed interim financial statements for the six months ended 30 September 2023 have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ (IAS 34) as adopted by the European Union, UK-adopted IAS 34, the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and the Central Bank of Ireland (Investment Market Conduct) Rules 2019, and that the Interim Management report includes a fair review of the information required by the Disclosure Guidance and transparency Rules (“DTR”) 4.2.7R and 4.2.8R, namely: • An indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and, • Material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report. This responsibility statement was approved by the Board on 21 November 2023 and signed on its behalf by:
Martin Davis Chief Executive Officer Ben Wilkinson Chief Financial Officer
Independent review report to Molten Ventures plc Report on the condensed consolidated interim financial statements Our conclusion We have reviewed Molten Ventures plc’s condensed consolidated interim financial statements (the “interim financial statements”) in the Interim report FY24 of Molten Ventures plc for the 6-month period ended 30 September 2023 (the “period”). Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and the Central Bank of Ireland (Investment Market Conduct) Rules 2019. The interim financial statements comprise: • the Condensed consolidated interim statement of financial position as at 30 September 2023; • the Condensed consolidated interim statement of comprehensive income for the period then ended; • the Condensed consolidated interim statement of cash flows for the period then ended; • the Condensed consolidated interim statement of changes in equity for the period then ended; and • the explanatory notes to the interim financial statements. The interim financial statements included in the Interim report FY24 of Molten Ventures plc have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and the Central Bank of Ireland (Investment Market Conduct) Rules 2019. Basis for conclusion We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’ issued by the Financial Reporting Council for use in the United Kingdom (“ISRE (UK) 2410”). A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We have read the other information contained in the Interim report FY24 and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements. Conclusions relating to going concern Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However, future events or conditions may cause the group to cease to continue as a going concern. Responsibilities for the interim financial statements and the review Our responsibilities and those of the directors The Interim report FY24, including the interim financial statements, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the Interim report FY24 in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority. In preparing the Interim report FY24, including the interim financial statements, the directors are responsible for assessing the group’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 group or to cease operations, or have no realistic alternative but to do so. Our responsibility is to express a conclusion on the interim financial statements in the Interim report FY24 based on our review. Our conclusion, including our Conclusions relating to going concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and the Central Bank of Ireland (Investment Market Conduct) Rules 2019. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
PricewaterhouseCoopers LLP Chartered Accountants London 21 November 2023
Condensed consolidated interim statement of comprehensive income For the period ending 30 September 2023
The notes on pages 23 to 42 are an integral part of these condensed consolidated interim financial statements.
Condensed consolidated interim statement of financial position As at 30 September 2023
The condensed consolidated interim financial statements were approved by the Board of Directors for issue on 21 November 2023. The notes on pages 23 to 42 are an integral part of these condensed consolidated interim financial statements. Ben Wilkinson Chief Financial Officer Molten Ventures plc registered number 09799594
Condensed consolidated interim statement of cash flows for the period ending 30 September 2023
The notes in pages 23 to 42 are an integral part of these condensed consolidated interim financial statements.
Condensed consolidated interim statement of changes in equity for the period ended 30 September 2023
The notes in pages 23 to 42 are an integral part of these condensed consolidated interim financial statements.
Notes to the condensed consolidated interim financial statements 1. General information
Molten Ventures plc (the “Company”) is a public limited company incorporated and domiciled in England and Wales. On 23 July 2021, the Company’s ordinary shares were admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s Main Market for listed securities, as well as to the secondary listing of the Official List of the Irish Stock Exchange plc and to trading on the regulated market of Euronext Dublin. Prior to this, between 15 June 2016 and 22 July 2021, the Company was listed on the London Stock Exchange’s AIM market and the Irish Stock Exchange’s Euronext Growth market. The Company is the ultimate parent company in which results of subsidiaries are consolidated in line with IFRS 10. The condensed consolidated interim financial statements for the period ending 30 September 2023, and for the comparative periods ending 31 March 2023 and 30 September 2022, comprise the condensed consolidated interim financial statements of the Company and its subsidiaries (together, the “Group”). These condensed interim financial statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006 and have been reviewed, not audited. The Annual Report and Accounts for the year ended 31 March 2023 were approved by the Board of Directors on 14 June 2023 and delivered to the Registrar of Companies. The condensed consolidated interim financial statements are presented in Pounds Sterling (GBP/£), which is the currency of the primary economic environment in which the Group operates. All amounts are rounded to the nearest million, unless otherwise stated. 2. Going concern assessment and principal risks Going concern The Group’s primary sources of liquidity are the cash flows it generates from its operations, realisations of its investments and borrowings. The primary use of this liquidity is to fund the Group’s operations (including the purchase of investments). Responsibility for liquidity risk management rests with the Board, which has established a framework for the management of the Group’s funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and with ongoing monitoring of forecast and actual cash flows. The Group has undertaken a going concern assessment and the latest assessment showed sufficient headroom for liquidity for at least the next 12 months from the date of signing of these financial statements. The assessment of going concern considered both the Group’s current performance and future outlook, including: • An assessment of the Group’s liquidity and solvency position using a severe but plausible scenario to assess the potential impact on the Group’s operations and portfolio companies. This scenario include (i) unpredictability of exit timing, being no realisations throughout the Going Concern period; (ii) portfolio company valuations subject to change, being a 25% decrease in GPV to assess the impact on covenant compliance; and (iii) the impact of an additional 2% increase in interest rates to take SONIA to 7.2%. The Group manages and monitors liquidity regularly and continually assesses investments, commitments, realisations, operating expenses, and receipt of portfolio cash income including under stress scenarios ensuring liquidity is adequate and sufficient. As at the date of signing, the Directors believe the Group has sufficient cash resources and liquidity, and is well placed to manage the business risks in the current economic environment with the ability to utilise the Debt Facility as required. • The Group must comply with financial and non-financial covenants as part of its Debt Facility agreement. In order to assess forecast covenant compliance, management have performed a reverse stress assessment to identify the level at which covenants would be breached. This is based on the current portfolio and assuming no intervention to manage a breach. For a breach to occur under these circumstances, a 31% decrease in gross asset value would need to occur, which would trigger debt repayment. The Directors do not consider this to be plausible based on the performance since IPO and the current outlook. Remedial action would be taken in advance of such a significant decrease to the gross asset value such as the sale of investments in the secondaries market to repay the Debt Facility. After making enquiries and following challenge and review, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for 12 months from the date of approval of these financial statements. For this reason, they continue to adopt the going concern basis in preparing the financial statements. Principal risks The Group has reviewed its exposure to its principal risks and concluded that these did not have a significant impact on the financial performance and/or position of the Group for the period as at 30 September 2023, respectively. For further details on the Group’s principal risks, as well as its risk management processes, please see the Management Report to these accounts and the Risk Management and Principal Risks Section of the Annual Report and Accounts for the year ended 31 March 2023. 3. Adoption of new and revised standards i. Adoption of new and revised standards No changes to IFRS have impacted this period’s financial statements. ii. Impact of standards issued not yet applied No upcoming changes under IFRS are likely to have a material effect on the reported results or financial position. Management will continue to monitor upcoming changes. 4. Significant accounting policies Basis of preparation These condensed consolidated interim financial statements for the six months ended 30 September 2023 have been prepared in accordance with International Accounting Standard 34, ‘Interim Financial Reporting’ (“IAS 34”) as adopted by the European Union, UK-adopted IAS 34, the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom’s Financial Conduct Authority and the Transparency (Directive 2004/109/ EC) Regulations 2007 (as amended) and the Central Bank of Ireland (Investment Market Conduct) Rules 2019. The unaudited condensed consolidated interim financial statements for the six months ended 30 September 2023 were approved by the Board of Directors on 21 November 2023. The annual financial statements of the Group for the year ended 31 March 2023 were prepared in accordance with UK-adopted International Accounting Standards (“IAS”) and the requirements of the Companies Act 2006 as applicable to companies reporting under those standards and International Financial Reporting Standards (“IFRS”) adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. Except as noted below, the condensed consolidated interim financial statements have been prepared applying the accounting policies that were applied in the preparation of the Group’s published consolidated financial statements for the year ended 31 March 2023. A. Significant accounting policiesThe condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted by the Group’s most recent Annual Report and Accounts for the year ended 31 March 2023. b. Basis of consolidationThe condensed consolidated interim financial statements have been prepared in accordance with the basis of consolidation adopted by the Group’s most recent Annual Report and Accounts for the year ended 31 March 2023. During the period, two new entities were incorporated within the Group structure – Molten Ventures Ireland I GP LLP and Molten Ventures Investments Ireland I LP. There has been no material impact to these interim consolidated financial statements. 5. Critical accounting estimates and judgements The Directors have made the following judgements and estimates that have had the most significant effect on the carrying amounts of the assets and liabilities in the consolidated financial statements. 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 only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Actual results may differ from estimates. The key estimate, (5) (a), and judgement, (5)(b), are discussed below. There have been no new critical accounting estimates and judgements in the period ended 30 September 2023. Estimate: a. Valuation of unquoted equity investments at fair value through profit and loss The Group invests into limited companies and Limited Partnerships, which are considered to be investment companies that invest for the benefit of the Group. These investment companies are measured at fair value through profit or loss based on their net asset value (“NAV”) at the year-end. The Group controls these entities and is responsible for preparing their NAV, which is mostly based on the valuation of their unquoted investments. The Group’s valuation of investments measured at fair value through profit or loss is, therefore, dependent upon estimations of the valuation of the underlying portfolio companies. The Group, through its controlled investment companies also invests in Investment funds, which primarily focus on seed and early stage European investments. These investments are considered to be “Fund of Fund investments” for the Group and are recognised at their NAV at the year-end date. These Fund of Fund investments are not controlled by the Group and some do not have coterminous year-ends with the Group. To value these investments, management obtains the latest audited financial statements or partner reports of the investments and discusses further movements with the management of the funds following consideration of whether the funds follow the International Private Equity and Venture Capital Guidelines (“IPEV Guidelines”). Where the Fund of Funds hold investments that are individually material to the Group, management perform further procedures to determine that the valuation of these investments has been prepared in accordance with the Group’s valuation policies for portfolio companies, as outlined below, and these valuations will be adjusted by the Group where necessary based on the Group valuation policy for portfolio companies. The estimates required to determine the appropriate valuation methodology of investments means there is a risk of material adjustment to the carrying amounts of assets and liabilities. These estimates include whether to increase or decrease investment valuations and require the use of assumptions about the carrying amounts of assets and liabilities that are not readily available or observable. The fair value of investments is established with reference to the International Private Equity and Venture Capital Valuation Guidelines. An assessment will be made at each measurement date as to the most appropriate valuation methodology. The Group invests in early-stage and growth technology companies, through predominantly unlisted securities. Given the nature of these investments, there are often no current or short-term future earnings or positive cash flows. Consequently, although not considered to be the default valuation technique, the appropriate approach to determine fair value may be based on a methodology with reference to observable market data, being the price of the most recent transaction. Fair value estimates that are based on observable market data will be of greater reliability than those based on estimates and assumptions and, accordingly, where there have been recent investments by third parties, the price of that investment will generally provide a basis of the valuation. If this methodology is used, its initial use and the length of period for which it remains appropriate to use the calibration of last round price depends on the specific circumstances of the investment, and the Group will consider whether this basis remains appropriate each time valuations are reviewed. In addition, the inputs to the valuation model (e.g. revenue, comparable peer group, product roadmap, and other milestones) will be recalibrated to assess the appropriateness of the methodology used in relation to the market performance and technical/product milestones since the round and the Company’s trading performance relative to the expectations of the round. The Group considers alternative methodologies in the IPEV Guidelines, being principally price-revenue or price-earnings multiples, depending upon the stage of the asset, requiring management to make assumptions over the timing and nature of future revenues and earnings when calculating fair value. When using multiples, we consider public traded multiples as at measurement date (30 September 2023 for this report) in similar lines of business, which are adjusted based on the relative growth potential and risk profile of the subject company versus the market and to reflect the degree of control and lack of marketability as well as considering company performance against milestones (e.g. financial/technical/product milestones). The equity values of our portfolio companies are generally assessed via the methodologies described above. For direct investments, the equity values are run through their relevant waterfalls to assess the fair value of the investment to Molten Ventures under the current value methodology. Other methodologies are considered if appropriate. In all cases, valuations are based on the judgement of the Directors after consideration of the above and upon available information believed to be reliable, which may be affected by conditions in the financial markets. Due to the inherent uncertainty of the investment valuations, the estimated values may differ significantly from the values that would have been used, had a ready market for the investments existed, and the differences could be material. Due to this uncertainty, the Group may not be able to sell its investments at the carrying value in these financial statements when it desires to do so, or to realise what it perceives to be fair value in the event of a sale. See Note 19 for information on unobservable inputs used and sensitivity analysis on investments held at fair value through profit or loss. Judgement b. Investment entity The Group has a number of entities within its corporate structure and a judgement has been made regarding which should be consolidated in accordance with IFRS 10, and which should not. The Group consolidates all entities where it has control, as defined by IFRS 10, over the following: • power over the investee to significantly direct the activities; • exposure, or rights, to variable returns from its involvement with the investee; and • the ability to use its power over the investee to affect the amount of the investor’s returns. The Company does not consolidate qualifying investment entities it controls in accordance with IFRS 10 and instead recognises them as investments held at fair value through profit or loss. An investment entity, as defined by IFRS 10, is an entity that: • obtains funds from one or more investors for the purpose of providing those investor(s) with the investment management services; • commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and • measures and evaluates the performance of substantially all of its investments on a fair value basis. When judging whether an entity within the Group is an investment entity, the Group structure as a whole is considered. As a Group, the investment entities have the characteristics of an investment entity. This is because the Group has: • more than one investment; • more than one investor; • unrelated investors; and • equity ownership interests. 6. Movements on investments held at fair value through profit or loss
7. Net finance expense
8. Loss per share and net asset value The calculation of basic earnings per weighted average share is based on the profit attributable to Shareholders and the weighted average number of shares. When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effect of all dilutive share options and awards. Basic loss per ordinary share
Diluted loss per ordinary share
1The basic number of shares is 153.0 million (period to 30 September 2022: 153.0 million). This has been adjusted to calculate the diluted number of shares by accounting for options of 0.5 million in the period (period to 30 September 2022: 1.4 million) to get to the diluted number of shares of 153.5 million (period to 30 September 2022: 154.4 million). Net asset value per share is based on the net asset attributable to Shareholders and the number of shares at the relevant reporting date. When calculating the diluted earnings per share, the number of shares in issue at balance sheet date is adjusted for the effect of all dilutive share options and awards. Net asset value per ordinary share
Diluted net asset value per ordinary share
2 The basic number of shares is 153.0 million (31 March 2023: 153.0 million). This has been adjusted to calculate the diluted number of shares by accounting for options of 1.0 million in the year (31 March 2023: 0.7 million) to get to the diluted number of shares of 154.0 million (31 March 2023: 153.7 million). 9. Intangible assets
The amortisation charge for the period is shown in the “depreciation and amortisation” line of the condensed consolidated interim statement of comprehensive income. 10. Related undertakings Please see below details of investments held by the Group’s investment companies, where the ownership percentage or partnership interest exceeds 20%. These are held at fair value through the profit or loss in the condensed consolidated interim statement of financial position.
* Fully diluted interest categorised as follows: Cat A: 0–5%, Cat B: 6–10%, Cat C: 11–15%, Cat D: 16–25%. Details of the fair value of the core companies are detailed as part of the Gross Portfolio Value table in the Financial Review. 11. Financial assets held at fair value through profit or loss The Group holds investments through the investment vehicles it manages. The investments are predominantly in unquoted securities and are carried at fair value through profit and loss. The Group’s valuation policies are set out in detail in the Annual Report and Accounts for the year ended 31 March 2023. The table below sets out the movement in the balance sheet value of investments from the start to the end of the period, showing investments made, cash receipts and fair value movements.
1 Investments and loans made in the period/year are amounts the Company has invested in underlying investment vehicles. 12. Operating Segments IFRS 8 ‘Operating Segments’ defines operating segments as those activities of an entity about which separate financial information is available and which are evaluated by the Chief Operating Decision Maker to assess performance and determine the allocation of resource. The Board of Directors have identified Molten’s Chief Operating Decision Maker to be the Chief Executive Officer (“CEO”). The Group’s investment portfolio engages in business activities from which it earns revenues and incurs expenses, has operating results that are regularly reviewed by the CEO to make decisions about resources and assess performance, and the portfolio has discrete financial information available. The Group’s investment portfolio has similar economic characteristics, and investments are similar in nature. Dealflow for the investment portfolio is now consistent across all funds (except for the Legacy funds – see below) and the Group’s Investment Committee reviews and approves (where appropriate) investments for all the investment portfolio in line with the strategy set by the Molten Ventures plc Board of Directors (approvals from the Molten Ventures plc Board of Directors is required for investments where the proposed value of the investments to be made by the Company is above £1.0 million). Legacy funds – the legacy funds (Esprit Capital I Fund No 1 LP, Esprit Capital Fund No 2 LP and Esprit Capital IIIiA fund LP) continue to be managed by the Group (Esprit Capital Partners LLP). These funds are in run-off. Although the investments held within these funds are not consistent with the rest of the investment portfolio (although there has been some cross-over in the past), they are similar in nature and the Group does not earn material revenue (neither is material expenditure incurred) from the management of these funds, which would meet the quantitative thresholds set out in IFRS 8. Management does not believe that separate disclosure of information relating to the legacy funds would be useful to users of the financial statements. The Group’s management considers the Group’s investment portfolio represents a coherent and diversified portfolio with similar economic characteristics, and as a result, these individual investments have been aggregated into a single operating segment. In the view of the Directors, there is accordingly one reportable segment under the provisions of IFRS 8. 13. Deferred tax Deferred tax is calculated in full on temporary differences under the balance sheet liability method using the tax rate expected to apply when the temporary differences reverse. See breakdown below:
14. Share capital and share premium
Share premium
15. Share-based payments
\* This is a vesting period of three years and a further two-year holding period.
Both the CSOP, LTIP and DBP are, as of 30 September 2023, partly administered by the Molten Ventures Employee Benefit Trust (“Trust”). The Trust is consolidated in these consolidated financial statements. The Trust may purchase shares from the market and, from time to time, when the options are exercised, the Trust transfers the appropriate number of shares to the employee or sells these as agent for the employee. The proceeds received, net of any directly attributable transaction costs, are credited directly to equity. Shares held by the Trust at the end of the reporting period are shown as own shares in the consolidated financial statements (see Note 17). Of the 34,249 options exercised during the period, none were satisfied with new ordinary shares issued by Molten Ventures plc (six-month period ended 30 September 2022: 9,932 options exercised, no new ordinary shares issued). All outstanding options have been assessed to be reportable as equity-settled. For share options granted under the CSOP, the Black–Scholes Option Pricing Model has been used for valuation purposes. All options are settled in shares. Volatility is expected to be in the range of 10–20% based on an analysis of the Company’s and peer group’s share price. The risk-free rates used were taken from zero coupon United Kingdom Government bonds on a term consistent with the vesting period. There are no non-market performance conditions attached to the share options granted under the CSOP. Share options granted during the year under the LTIP vest if certain performance standards are met. The amount of options that will vest depends on performance conditions included within the agreement relating to realisations, assets under management, and Total Shareholder Return. These options are granted under the plan for no consideration and are granted at a nominal value of one pence. All options are settled in shares. The fair value of the LTIP shares will be valued using the Black–Scholes model, which includes a Monte Carlo simulation model. A six-monthly review takes place of non-market performance conditions and as at 30 September 2023, the best estimate for expected vesting of unvested share options is 81%. Share options granted under the DBP relate to Executive Team bonuses which have been deferred in shares of Molten Ventures plc. Bonus amounts for the year ended 31 March 2023 were paid in cash for an amount up to 100% (FY22: 100%) of each Director’s salary, with the balance being paid in the form of a deferred share award over a number of shares calculated based on the Volume Weighted Average Price per share for the five trading days immediately prior to the date of grant. The deferral period under the bonus scheme is two years from the date of the award. Vesting is not subject to any further performance conditions (other than continued employment at the date of vesting). The share-based payment charge for the period is £2.5 million (six-month period ended 30 September 2022: £2.1 million). 16. Financial liabilities
The below table shows the changes in liabilities from financing activities.
Loans and borrowings On 6 September 2022, the Company entered into a facility agreement (the “Debt Agreement”) with J.P. Morgan Chase Bank N.A., London Branch (“JPM”) and SVB UK Limited (“SVB”), with a JPM affiliate acting as the appointed agent (the “Debt Facility”). Following the acquisition of SVB by HSBC Bank Plc, the Debt Facility was novated to HSBC Innovation Bank Limited with no impact to the agreement. The Debt Facility comprises a £90.0 million term loan (“Term Loan”) and a revolving credit facility (“RCF”) of up to £60.0 million on three and two-year availability periods respectively. Repayment date is September 2025, or both may be extended by two 12-month periods subject to the lenders’ willingness to extend and satisfaction of various conditions. The headline interest rate applied on both the Term Loan and RCF includes a “margin” of 5.50% per annum plus SONIA. The Debt Facility is secured against various Group assets, including bank accounts; listed shares; and LP interests, with a number of entities within the Group acceding as guarantors. The Company’s ability to borrow under the Debt Facility and satisfy its financial and non-financial covenants is dependent on the value of the investment portfolio (excluding third-party funds under management), with drawdowns being subject to a maximum loan to value ratio of 10% (1.10:1.00). The lenders may commission quarterly independent valuations of the investment portfolio. The Debt Facility replaced the Company’s previous revolving credit facility with SVB and Investec Bank plc of £65.0 million, which was repaid in full. In addition to repaying the previous facility, the Debt Facility may be used for general working capital purposes and to finance the purchase of portfolio companies, but cannot be used to fund share buybacks. The Group incurred transaction fees of £1.3 million, which are presented within loans and borrowings on the statement of financial position and are amortised over the life of the facility, and to date professional fees of £0.3 million have been accrued arising from the negotiation of the Debt Facility Agreement, which have been presented in general administrative expenses. On execution of the Debt Facility Agreement, the Group drew down £90.0 million of the Term Loan, with the RCF (£60.0 million, undrawn as at 30 September 2023) being available to draw until September 2024 subject to any extension. After expiry of the availability period, a cash sweep on realisations will apply. Both the RCF and Term Loan must be fully repaid by September 2025 being the third anniversary of the date of the Debt Facility Agreement, subject to any extension. The Debt Facility contains financial and non-financial covenants, which the Company and certain members of the Group must comply with throughout the term of the Debt Facility: • Maintain a value to cost ratio of investments of at least 10% (1.10:1.00). • Total financial indebtedness not to exceed 15% (10% on each utilisation) of the value of investments in the portfolio with adjustments for concentration limits (see below) together with the value of all amounts held in specified bank accounts subject to the security package. • Total aggregate financial indebtedness of the Company and certain members of the Group is not to exceed 35% (25% on each utilisation) of the value of secured investments in the portfolio with adjustments for concentration limits calculated by reference to specified assets and bank accounts subject to the security package. • The Company and certain members of its Group must maintain a minimum number of investments subject to concentration limits connected to sector, geography, joint or collective value, and/or listed status. Failure to satisfy financial covenants may limit the Company’s ability to borrow and/or also trigger events of default, which in some instances could trigger a cash sweep on realisations and/or require the Company to cure those breaches by repaying the Debt Facility (either partially or in full).
17. Own shares and other reserves (i) Own shares reserve Own shares are shares held in Molten Ventures plc that are held by Molten Ventures Employee Benefit Trust (“Trust”) for the purpose of issuing shares under the Molten Ventures plc 2016 Company Share Options Plan, Long-Term Incentive Plan and Deferred Bonus Plan. Shares issued to employees are recognised on a weighted average cost basis. The Trust holds 0.7% of the issued share capital at 30 September 2023.
* Disposals or transfers of shares by the Trust also include shares transferred to employees net of exercise price with no resulting cash movements. Cash receipts in respect of sale of shares in the period ending 30 September 2023 were £Nil (year ending 31 March 2023: £Nil). (ii) Other reserves The following table shows a breakdown of the “other reserves” line in the condensed consolidated interim statement of financial position and the movements in those reserves during the period. A description of the nature and purpose of each reserve is provided below the following tables.
Merger relief reserve In accordance with the Companies Act 2006, a Merger Relief Reserve of £13.1 million (net of the cost of share capital issued of £80,000) was created on the issue of 4,392,332 ordinary shares for 300 pence each in Molten Ventures plc as consideration for the acquisition of 100% of the capital interests in Esprit Capital Partners LLP on 15 June 2016. Share-based payment reserve Where the Group engages in equity-settled share-based payment transactions, the fair value at the date of grant is recognised as an expense over the vesting period of the options. The corresponding credit is recognised in the share-based payment reserve. Please see Note 15 for further details on how the fair value at the date of grant is recognised. 18. Adjustments to reconcile operating profit to net cash (outflow) in operating activities
Please see Note 16 for the changes in liabilities from financing activities. 19. Fair value measurements i. Fair value hierarchy This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value in the financial statements. This section should be read with reference to Notes 5a and 11. As outlined in Note 5a, valuation of unquoted equity investments at fair value through profit or loss is a critical accounting estimate and actuals may differ from estimates. Based on work performed so far, management have considered climate-related risks and consider these to be currently immaterial to the value of our portfolio for six months to 30 September 2023 (year ending 31 March 2023: immaterial). For further discussion of our climate-related risks, please see our TCFD and Principal Risks sections of the Strategic Report in the Annual Report for the year ending 31 March 2023. The Group classifies financial instruments measured at fair value through profit or loss (“FVTPL”) according to the following fair value hierarchy prescribed under the accounting standards: • Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; • Level 2: inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and • Level 3: inputs are unobservable inputs for the asset or liability. All financial instruments measured at FVTPL in both periods presented are financial assets relating to holdings in high-growth technology companies. The Group invests in special purpose vehicles and limited partnerships that are considered to be investment companies that invest in equities for the benefit of the Group. These are held at their respective net asset values and, as such, are noted to be all Level 3 for both periods presented. For details of the reconciliation of those amounts please refer to Note 11. The additional disclosures below are made on a look-through basis and are based on the Gross Portfolio Value (“GPV”). In order to arrive at the Net Portfolio Value (“NPV”), which is the value recognised as investments held at FVTPL in the statement of financial position, the GPV is subject to deductions for the fair value of carry liabilities and adjustments for Irish deferred tax. UK deferred tax is recognised in the consolidated statement of financial position as a liability to align the recognition of deferred tax to the location in which it will likely become payable on realisation of the assets. For details of the GPV and its reconciliation to the investment balance in the financial statements, please refer to the extract of the Gross Portfolio Value table below:
Carry external – this relates to accrued carry that is due to former and current employees or managers external to the Group. These values are calculated based on the reported fair value, applying the provisions of the limited partnership agreements to determine the value that would be due to the carried interest partnerships. Portfolio deferred tax – this relates to tax accrued against gains in the portfolio to reflect those portfolio companies where tax is expected to be payable on exits. These values are calculated based on unrealised fair value of investments at the reporting date at the applicable tax rate. Trading carry and co-invest – this relates to accrued carry that is due to the Group. Non-investment cash movements – this relates to cash movements relating to management fees and other non-investment cash movements to the subsidiaries held at FVTPL. During the six months ending 30 September 2023, there were no transfers between levels. The financial assets held in Level 1 were disposed of during the period – see below for the breakdown of investments by fair value hierarchy and part (iii) for movements. The Group’s policy is to recognise transfers into, and out of, fair value hierarchy levels as at the end of the reporting period.
* “other” includes Fund of Funds investments and Earlybird investments where we do not perform a look-through valuation. This differs from the analysis in the Strategic Report in order to align to valuation methodologies. ii. Valuation techniques used to determine fair values The fair value of unlisted securities is established with reference to the IPEV Guidelines. In line with the IPEV Guidelines, the Group may base valuations on earnings or revenues where applicable, market comparables, calibrated price of recent investment in the investee companies, or on net asset values of underlying funds (“NAV of underlying funds”). An assessment will be made at each measurement date as to the most appropriate valuation methodology, including that for investee companies owned by third-party funds that Molten Ventures plc invests in, and which are valued on a look-through basis. Financial instruments, measured at fair value, categorised as Level 3 can be split into three main valuation techniques: • Calibrated price of recent investment. • NAV of underlying fund. • Revenue-multiple. Each portfolio company will be subject to individual assessment. For a valuation based on a revenue-multiple, the main assumption is the multiple. The multiple is derived from comparable listed companies or relevant market transaction multiples. Companies in the same industry and geography, and, where possible, with a similar business model and profile are selected and then adjusted for factors including liquidity risk, growth potential and relative performance. They are also adjusted to represent our longer-term view of performance through the cycle based on our existing assumption. We select forward revenues from our portfolio companies mostly with reference to financial updates in their board packs, adjusted where required in the event we do not have forward-looking information. At half-year we apply the portfolio company’s “blended” revenue of the current and coming year. For a valuation based on calibrated price of recent investment, the recent round enterprise value is calibrated against the equivalent value at year/period-end using a revenue-multiple valuation methodology as well as in relation to technical/product milestones since the round and the Company’s trading performance relative to the expectations of the round. Where the Group invests in Fund of Funds investments, the value of the portfolio will be reported by the fund to the Group. The Group will ensure that the valuations comply with the Group policy and that they are adjusted with any cash and known or estimated valuation movements where reporting periods do not align. iii. Fair value measurements using significant unobservable inputs (Level 3) The table below presents the changes in Level 3 items for the year ended 31 March 2023 and period ended 30 September 2023.
iv. Valuation inputs and relationships for fair value The following table summarises the methodologies used by the Group to measure fair value of Level 3 instruments at 30 September 2023 and 31 March 2023 (FY23):
* There were no significant inter-relationships between unobservable inputs that materially affect fair values. v. Valuations processes The Audit, Risk and Valuations Committee is responsible for ensuring that the financial performance of the Group is properly reported on and monitored. In addition to continuous portfolio monitoring through the Board positions held in portfolio companies and the Investment Committee, a bi-annual strategy day is held every six months to discuss the investment performance and valuations of the portfolio companies. The Investment Team leads discussions focused on business performances and key developments, exit strategy and timelines, revenue and EBITDA progression, funding rounds and latest capitalisation table, and valuation metrics of listed peers. Valuations are prepared every six months by the Finance Team during each reporting period, with direct involvement and oversight from the CFO. Challenge and approvals of valuations are led by the Audit, Risk and Valuations Committee every six months, in line with the Group’s half-yearly reporting periods. 20. Financial instruments risk Financial risk management Financial risks are usually grouped by risk type: market, liquidity and credit risk. These risks are discussed in turn below. Market risk – Foreign currency A significant portion of the Group’s investments and cash deposits are denominated in a currency other than sterling. The principal currency exposure risk is to changes in the exchange rate between GBP and USD/EUR. Presented below is an analysis of the theoretical impact of 10% volatility in the exchange rate on Shareholder equity. Theoretical impact of a change in the exchange rate of +/-10% between GBP and USD/EUR would be as follows:
Certain cash deposits held by the Group are denominated in Euros and US Dollars. The theoretical impact of a change in the exchange rate of +/-10% between GBP and USD/EUR would be as follows:
The combined theoretical impact on shareholders’ equity of the changes to revenues, investments and cash and cash equivalents of a change in the exchange rate of +/- 10% between GBP and USD/EUR would be as follows:
Market risk – Price risk Market price risk arises from the uncertainty about the future prices of financial instruments held in accordance with the Group’s investment objectives. It represents the potential loss that the Group might suffer through holding market positions in the face of market movements. Valuation of unquoted equity investments at fair value through profit or loss is a critical accounting estimate and actuals may differ from estimates. The Group is exposed to equity price risk in respect of equity rights and investments held by the Group and classified on the balance sheet as financial assets at fair value through profit or loss (Note 11). These equity rights are held mostly in unquoted high-growth technology companies and are valued by reference to revenue or earnings multiples of quoted comparable companies (taken as at the period/year-end date), last round price (calibrated against market comparable), or NAV of underlying fund, and also in certain quoted high-growth technology companies. These valuations are subject to market movements. See Note 19 for more information on the fair value measurements applied. The Group seeks to manage this risk by routinely monitoring the performance of these investments, employing stringent investment appraisal processes. Theoretical impact of a fluctuation in equity prices of +/-10% would be as follows:
Given the impact on both private and public markets from current market volatility, which could impact the valuation of our unquoted and quoted equity investments, we further flexed by 20% in order to analyse the impact on our portfolio of larger market movements. For further details of movements in our quoted investments post period-end, please see Note 26, Subsequent events. Theoretical impact of a fluctuation of +/- 20% would have the following impact:
Liquidity risk Cash and cash equivalents comprise of cash and short-term bank deposits with an original maturity of three months or less held in readily accessible bank accounts. The carrying amount of these assets is approximately equal to their fair value. Responsibility for liquidity risk management rests with the Board of Molten Ventures plc, which has established a framework for the management of the Group’s funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows. The utilisation of the loan facility and requirement for utilisation requests is monitored as part of this process. For the contractual maturities of the Group’s liabilities see the below tables.
Lease liabilities fall due over the term of the lease. The Debt Facility comprises a £90.0 million term loan and a revolving credit facility (“RCF”) of up to £60.0 million, which are available to draw until September 2024 and must be fully repaid by September 2025, subject to a one-year extension up to two years. All other Group payable balances at balance sheet date and prior periods fall due for payment within one year. As part of our Fund of Funds strategy, we make commitments to funds to be drawn down over the life of the fund. Projected drawdowns are monitored as part of the monitoring process above. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss. The Group is exposed to this risk for various financial instruments, for example by granting receivables to customers and placing deposits. As part of the Group’s investments, the Group invests in debt instruments such as bridging loans and convertible loan notes (included within the investments held at FVTPL). This is not included below as the risk is considered as part of the fair value measurement. The Group’s trade receivables are amounts due from the investment funds under management, or underlying portfolio companies. The Group’s maximum exposure to credit risk is limited to the carrying amount of trade receivables, cash and cash equivalents, and restricted cash at each period-end is summarised below:
The Directors consider that expected credit losses relating to the above financial assets are immaterial for each of the reporting dates under review as they are of good credit quality. In respect of trade and other receivables, the Group is not exposed to significant risk as the principal customers are the investment funds managed by the Group, and in these the Group has control of the banking as part of its management responsibilities. Investments in unlisted securities are held within limited partnerships for which Esprit Capital Partners LLP acts as manager, and, consequently, the Group has responsibility itself for collecting and distributing cash associated with these investments. The credit risk of amounts held on deposit is limited by the use of reputable banks with high-quality external credit ratings and, as such, is considered negligible. The Group has an agreed list of authorised counterparties. Authorised counterparties and counterparty credit limits are established within the parameters of the Group Treasury Policy to ensure that the Group deals with creditworthy counterparties and that counterparty concentration risk is addressed. Any changes to the list of authorised counterparties are proposed by the CFO after carrying out appropriate credit worthiness checks and any other appropriate information, and the changes require approval from the Board. Cash at 30 September 2023 is held with the following institutions (and their respective Moody’s credit rating): (1) Barclays Bank plc (A1); (2) HSBC Innovation Bank Limited (A1); and at 31 March 2023 Investec Bank plc (Baa1). Capital management The Group’s objectives when managing capital are to: • safeguard their ability to continue as a going concern, so that they can continue to provide returns for Shareholders and benefits for other stakeholders; and • maintain an optimal capital structure. The Group is funded through equity and debt at the balance sheet date. As at 30 September 2023, the Group has a £90 million term loan which has been fully drawn and an undrawn revolving credit facility, see Note 16 for further information. In order to maintain or adjust the capital structure, the Group may make distributions to Shareholders, return capital to Shareholders, issue new shares or sell assets between related parties or otherwise to manage cash. Interest rate risk The Group’s interest rate risk arises from borrowings on the £150.0 million Debt Facility with JPM and HSBC, which was entered into in September 2022, at which point £90.0 million term loan was drawn down (30 September 2022: £90.0 million drawn). The Group’s borrowings are denominated in GBP and are carried at amortised cost. There have been no additional drawdowns during the six-month period to 30 September 2023. Interest is charged at a rate of SONIA plus 5.50% on the loan facility with JPM and HSBC. This balance remains outstanding at the period-end. The interest charged on future drawdowns will fluctuate with the movements on SONIA. If the base rate (SONIA) had been 2.5% higher during the six-month period to 30 September 2023, the difference to the consolidated statement of comprehensive income would have been an increase in finance costs of £1.1 million. 21. Related party transactions The Group has various related parties stemming from relationships with Limited Partnerships managed by the Group, its investment portfolio, its advisory arrangements/Directors’ fees (Board seats) and its key management personnel. Key management personnel compensation Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, and are considered to be the Directors of the Company.
During the six-month period to 30 September 2023, employees of Molten Ventures plc, including key management personnel, were granted and exercised share options – see Note 15 for further details. Transactions with other related parties In addition to key management personnel, the Company has related parties in respect of its subsidiaries and other related entities. On 30 March 2022, Molten Ventures plc entered into an agreement with Softcat plc to provide Molten Ventures plc with fractional CIO services. Karen Slatford was both the Chair of Softcat plc’s Board and was Chair of Molten Ventures plc’s Board at the time of entering the agreement until 17 January 2023. During the period, fees of £Nil have been recognised in relation to the services (30 September 2022: £0.1 million). Management fees Fees are received by the Group in respect of the EIS and VCT funds as well as unconsolidated structured entities managed by Esprit Capital Partners LLP, which is consolidated into the Group. The EIS funds are managed by Encore Ventures LLP under an Investment Management Agreement; Encore Ventures LLP is a consolidated subsidiary of the Group. Molten Ventures VCT plc is managed under an Investment Management Agreement by Elderstreet Investments Limited, which is a consolidated subsidiary of the Group. Management fees are received by the Group in respect of these contracts. See Note 4(b) for further information on consolidation.
1 Management fees from unconsolidated structured entities are based on the cost of investments within the entities less cost of realisations. 2 Management fees from EIS and VCT are dependent on the activity within the period. This also includes a fee from Encore Ventures LLP to Molten Ventures plc, which is eliminated on consolidation. Directors’ fees Administration fees for the provision of director services are received where this has been agreed with the portfolio companies. These amounts are immaterial. At times, expenses incurred relating to director services can be recharged to portfolio companies – these are also immaterial. Molten Ventures does not exercise control or management through any of these non-executive positions. Carry payments Carry was paid to 15 beneficiaries in the period, of which the below was to related parties. Carry payments have been made in respect of Esprit Capital III LP and Esprit Capital IV LP to key management personnel in the periods presented.
Performance fees No performance fees have been paid during the period to date by the EIS and VCT funds to Encore Ventures LLP. At 30 September 2023, £0.1 million unpaid (31 March 2023: £Nil;, 30 September 2022: £Nil).
Unconsolidated structured entities The Group has exposure to a number of unconsolidated structured entities as a result of its venture capital investment activities. The Group ultimately invests all funds via a number of limited partnerships and some via Molten Ventures plc’s wholly owned subsidiary, Molten Ventures (Ireland) Limited and Molten Ventures Holdings Limited. These are controlled by the Group and not consolidated, but they are held as investments at fair value through profit or loss on the consolidated statement of financial position in line with IFRS 10 (see the 31 March Annual Report for further details and for the list of these investment companies and limited partnerships). The material assets and liabilities within these investment companies are the investments, which are held at FVTPL in the consolidated accounts. Please see further details in the table below.
Molten Ventures (Ireland) Limited invests via the following limited partnerships: Esprit Investments (1) LP, Esprit Investments (2) LP, Esprit Capital III LP and Esprit Capital IV LP (which also holds investments via DFJ Europe X LP). Molten Ventures Holdings Limited invests via the following limited partnerships: Molten Ventures Investments LP, Molten Ventures Investments (Ireland) LP, Molten Ventures FoF I LP, Esprit Investments (2)(B)(i) LP and Esprit Investments (2)(B)(ii) LP. The investments balance in the consolidated statement of financial position also includes investments held by consolidated entities. The Group also co-invests or historically co-invested with a number of limited partnerships (see Note 4(b) for further details). The exposure to these entities is immaterial. Vested but unrealised carried interest of £0.5 million is recognised by the Group via Encore I Founder LP (14.5% aggregate carry LP interest) and Esprit Capital III Carried Interest LP (2.2% aggregate carry LP interest). 22. Capital commitments The Group makes commitments to seed and early stage funds (including funds invested in as part of our partnership with Earlybird) as part of its investment activity, which will be drawn down as required by the funds over their investment period. Contractual commitments for the following amounts have been made as at 30 September 2023 but are not recognised as a liability on the consolidated statement of financial position:
Total exposure for the Group to these seed funds (including Earlybird) is £305.0 million of investments (31 March 2023: £387.9 million). 23. Ultimate controlling party The Directors of Molten Ventures plc do not consider there to be a single ultimate controlling party of the Group. 24. Alternative Performance Measures (“APM”) The Group has included the APMs listed below in this report as they highlight key value drivers for the Group and, as such, have been deemed by the Group’s management to provide useful additional information to readers of this report. These measures are not defined by IFRS and should be considered in addition to IFRS measures. Gross Portfolio Value (“GPV”) The GPV is the gross fair value of the Group’s investment holdings before deductions for the fair value of carry liabilities and any deferred tax. The GPV is subject to deductions for the fair value of carry liabilities and deferred tax to generate the net investment value, which is reflected on the consolidated statement of financial position as financial assets held at FVTPL. This table also shows the Gross to Net movement, which is 93% in the current year calculated as the net investment value (£1,203.6 million) divided by the GPV (£1,298.6 million). The table reflects a Gross fair value movement of £(56.0 million), on an opening balance of £1,370.7 million, which is a (5)% percentage change on the 31 March 2023 GPV. This is described in the report as the Gross fair value decrease/increase. Net Portfolio Value (“NPV”) The NPV is the net fair value of the Group’s investment holdings after deductions for the fair value of carry liabilities and any deferred tax (via Ireland) from the GPV. The NPV is the value of the Group’s financial assets classified at “fair value through profit or loss” on the statement of financial position. NAV per share The NAV per share is the Group’s net assets attributable to shareholders divided by the number of shares at the relevant reporting date. See the calculation in Note 8. Net fair value movement This is the fair value movement as calculated by dividing the fair value movement, excluding foreign exchange movements, by the opening Gross Portfolio Value at the relevant period.
Gross fair value movement This is the fair value movement as calculated by dividing the fair value movement, including foreign exchange movements, by the opening Gross Portfolio Value at the relevant period.
Platform AuM The latest available fair value of investments held at FVTPL and cash managed by the Group, including funds managed by Elderstreet Investments Limited, Encore Ventures LLP, and Esprit Capital Partners LLP. This includes a deduction for Molten Ventures plc operating costs budget for the year. We also refer to the EIS and VCT fund AUM separately within the report. 25. Subsequent events On 15 November 2023 announced the appointment of our new Chair, Laurence Hollingworth. Laurence’s appointment is effective from 2 January 2024. Both appointments add further expertise to our Board and committees. On 14 November 2023, £38 million was drawn from the debt facility in order to further support our portfolio companies and make future investments. The remaining balance on the Revolving Credit Facility is now £22 million. There are no further post balance sheet events requiring comment.
Glossary In this document, where the context permits, the expressions set out below shall bear the following meaning:
Half Year Report The Company has opted not to post half year reports to shareholders. Copies of the Half Year Report will be available from the Secretary at the Registered Office and from the Company's website at https://investors.moltenventures.com/investor-relations/plc/reports National Storage Mechanism The Company has also submitted the Half Year Report to the UK National Storage Mechanism (available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and Euronext Dublin (available for inspection at https://direct.euronext.com/#/oamfiling).
Neither the contents of the Company's website nor the contents of any website accessible from the hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. Dissemination of a Regulatory Announcement, transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ISIN: | GB00BY7QYJ50 |
| Category Code: | IR |
| TIDM: | GROW; GRW |
| LEI Code: | 213800IPCR3SAYJWSW10 |
| OAM Categories: | 1.2. Half yearly financial reports and audit reports/limited reviews |
| Sequence No.: | 286406 |
| EQS News ID: | 1778809 |
| End of Announcement | EQS News Service |
UK Regulatory announcement transmitted by EQS Group AG. The issuer is solely responsible for the content of this announcement.