22 May 2019 07:00
Annual Financial Report
21 May 2019
Oxford Technology 4 VCT plc ("the Company" or "OT4") Annual Report and Accounts for the year ended 28 February 2019
The Directors are pleased to announce the audited results of the Company for the year ended 28 February 2019. A copy of the Annual Report and Accounts (together the "Accounts") will be made available to Shareholders shortly. Set out below are extracts from the audited Accounts. References to page numbers below are to those Accounts.
The AGM will be held at Magdalen Centre, Oxford Science Park, Oxford OX4 4GA on Wednesday 3 July 2019, at 2pm. A copy of the Annual Report and Accounts will be available from the registered office of the Company at Magdalen Centre, Oxford Science Park, Oxford OX4 4GA, as well as on the Company's website: www.oxfordtechnologyvct.com/vct4.html
Financial Headlines
| Year Ended | Year Ended | |
| 28 February 2019 | 28 February 2018 | |
| Net Assets at Year End | £5.64m | £5.28m |
| Net Asset Value per Share | 49.0p | 45.9p |
| Dividend Paid in August 2018 | 3p | - |
| Cumulative Dividend per Share | 40.0p | 37.0p |
| NAV + Cumulative Dividend Paid per Share from Incorporation to 28 Feb 19 | 89.0p | 82.9p |
| Dividend Paid in April 2019* | 3p | - |
| Share Price at Year End | 29.5p | 39.0p |
| Earnings Per Share(Basic & Diluted) | 6.1p | (6.0)p |
* The payment of the 3p dividend on 26 April 2019 has reduced the NAV per share by a corresponding amount.
Chairman’s Statement
I am pleased to present my Annual Report for the year to 28 February 2019 to fellow shareholders.
Overview
75% of the Company’s assets are now represented by four holdings: Castleton Technology, Immunobiology, Select Technology and Arecor. All four have made progress during the year, and this is reflected in both an increase in the Net Asset Value (NAV), and the ability of your Company to pay a further interim dividend.
Castleton’s share price rose from 68.5p in March 2018 to 89.0p on the 28 February 2019. Your Company has used this strengthening of the share price to sell a further £643k of its shareholding, and this has allowed the Company to pay a further interim dividend of 3.0p post the year end. Your Company has now realised £2.9m from its original investment of £486k into Impact Applications (excluding repaid loans), representing a 5.9x multiple on its investment, and still holds around 40% of its Castleton shares.
Immunobiology has continued to progress its vaccine programmes, and has now signed its first commercial licence with China National Biotech Group. Arecor raised £6 million in 2018 for the clinical development of its diabetes speciality pharmaceutical portfolio. Select Technology continues to pursue its new commercial strategy, with sales growing over the year.
Abzena, the integrated life science group which originally purchased Warwick Effect Polymers in 2012 was purchased in a cash offer by Astro Bidco Limited. Your Company realised £15k.
An interim dividend of 3.0p per share was paid last year on 31 August 2018, and a further interim dividend of 3.0p on 26 April 2019; currently the Board of OT4 is not recommending an additional dividend at this time.
Portfolio Review
The NAV of the Company rose 3.1p during the year, ending at 49.0p per share (28 February 2018: 45.9p), which including the 3.0p dividend paid in 2018 takes the total return to 89.0p per share, giving a total return for the year of 6.1p.
Castleton remains the largest holding in your Company’s portfolio, representing 22.0% of the NAV. At the time of the acquisition of Impact, the deal structure was part cash on completion, and part shares in Castleton. Impact shareholders were given the choice of additional cash up front, or additional shares. Your VCT chose to take additional shares, which given the rise in the Castleton share price has proven the correct decision. Castleton continues to grow by acquisition, as well as by organic growth. 2018 was a year of several commercial milestones, which has led to a strong share price performance. There have been several significant sellers in the market, which has restricted your Company’s ability to sell its own shares within the price range set by the Board, but we have still been able to sell down around 60% of our holding.
ImmBio (more formally known as Immunobiology) has continued to progress its vaccine programmes, and following its first successful trial on humans, has now signed its first commercial licence with China National Biotech Group for its pneumonia vaccine PnuBioVax. This is significant not only as a commercial milestone, but also a third-party validation of the heat shock protein mediated vaccine approach pioneered by ImmBio. Your Company invested £57k to support ImmBio during the negotiation of this licence. As a result of signing the licence, Immunobiology has been revalued giving an increase in the value of your Company’s holding of over 58% and since the year end a further £38k has been invested to provide working capital until the first royalty payments are received from the Chinese licensee.
Arecor raised £6 million in 2018 for the clinical development of its diabetes speciality pharmaceutical portfolio. Your Company contributed £99k to the fund raising. Arecor has used the investment to strengthen its management team with the appointment of a Chief Financial Officer as well as to progress its portfolio into the clinic. A Phase 1 Clinical Trial Application (“CTA”) for product candidate AT247 has been approved by the Austrian Federal Office for Safety in Health Care. The double-blind, randomised, three-way cross over study will compare the pharmacokinetic and pharmacodynamic profiles of AT247 to current best in class insulin treatments. The trial is being conducted in Austria at an internationally recognised centre of excellence in the field of diabetes research.
Select Technology, a photocopier (or more generally Multi Function Device, or MFD) software company, is the second largest holding in your Company’s portfolio. It has been positioning itself for growth and has made a welcome return to profitability (and indeed paid a small dividend to OT4 in February 2019). Select Technology now sells a more balanced portfolio of software products worldwide, and in fact some of the recent progress has been from export markets. In 2017 we reverted to a valuation methodology based on a sales multiple to more appropriately reflect the prospects of the business. Our 18.4% stake in this business has increased in value by over 20% over the course of the 12 months ending 28 February 2019, and makes up approximately 19% of your Company’s overall NAV. Select Technology is held as a shareholding in its holding company STL Management Limited.
Your Company also has holdings in eight other companies, which together represent 20% of the NAV. Whilst these holdings are currently held at lower valuations, some have potential for future value growth. To support the growth of these companies, your Company invested a further £79k into Orthogem.
Your Company also invested a further £30k into ZuvaSyntha to support their application and successful bid for a £490k Innovate UK grant. Unfortunately, under EU State Aid Rules ZuvaSyntha was deemed to be “an undertaking in distress” as it has been funding losses using shareholders equity and was disqualified from accepting the grant. In the absence of the grant ZuvaSyntha was unable to continue to trade and was placed into a solvent dissolution.
Diamond Hard Surfaces (DHS) continues to supply a growing customer base with its materials in a wide range of sectors, engaging in research and development projects with both new and existing customers. However, larger orders are proving slow to crystallise and turnover has dropped. As DHS is valued on a multiple of turnover this has resulted in a reduction of the valuation.
The Directors continue to take an active interest in the companies within the portfolio, both to support their management teams to achieve company development, but also to prepare companies for realisation at the appropriate time. It should be noted, however, that approaches do occur at other times, and the ability of the Directors and Investment Advisor to be able to provide support when such approaches occur is essential for maximising value.
Further details are contained within the Investment Advisor’s Report, and on our website.
Dividends/Return of Capital
An interim capital dividend of 3.0p per share was paid last year on 31 August 2018, and a further interim capital dividend of 3.0p on 26 April 2019. The Board of OT4 is not recommending an additional dividend at this time.
The ongoing strategy is to seek to crystallise value from the portfolio and distribute cash to shareholders. As a small VCT, our options for reinvestment are limited due to VCT rules and we expect to continue to distribute any excess income to shareholders in the form of dividends. There is a reasonable expectation of continued income from Select Technology, though our priority is to maximise shareholder value and liquidity over the medium term by seeking exits for these holdings at the appropriate time. Castleton Technology has announced that it expects to pay a dividend this year, which will contribute extra income to your VCT.
VCT Market Changes
After some bigger changes in previous years, the regulatory landscape remained broadly unchanged during the period following the Patient Capital Review (PCR) in the autumn of 2017. Post PCR, we have noticed an increase in VCT activity in the venture and growth sectors, which we believe to be a good thing. In fact, the move away from secondary capital investment by the VCT industry seems to be going well – and this is no bad thing for UK Plc.
Planning for the Future
Shareholders will be aware of previous announcements relating to plans for the future. We have continued to look at methods of improving operational efficiency, reducing costs and, more generally, putting in place appropriate plans to ensure your VCT’s operational costs relative to its overall size remain within acceptable limits.
The uptick in interest in ‘business as usual’ VCT venture and growth investing has resulted in these listed retail investment vehicles becoming of more interest to mainstream fund managers who do not already have a VCT as part of their ‘waterfront’. This new environment may present an opportunity for your VCT – despite not being able to bring forward proposals on these matters to date. Shareholders will have noticed developments at sister company Oxford Technology 2 Venture Capital Trust Plc – despite this particular opportunity not resulting in a completion of the intended corporate action, the Board continues to explore similar options and looks forward to presenting these to shareholders in due course. However, there can be no certainty that any of these discussions will lead to a concrete proposal, at this time or in the future.
Whilst all companies will be affected in some way by the eventual outcome of Brexit, your Board do not consider any of our portfolio companies to be at an unusual level of risk dependant on the outcome, as their trading relationships in Europe are not material to their immediate future growth. However, your Board is monitoring the on-going negotiations, and will be prepared to take appropriate action to support portfolio companies if the situation changes.
Change of Auditor
As we announced in our half year results, James Cowper Kreston, our previous auditor, decided to withdraw from auditing Public Interest Entities (which include VCTs) for the time being due to the increasing regulatory landscape and associated costs, and hence resigned as our auditor in October 2018. During a previous tender process, the Audit Committee was also impressed by one of the other firms who responded, and on its recommendation, the Board has appointed UHY Hacker Young LLP ("UHY") to fill the casual vacancy that had arisen. UHY have audited this year’s results, and shareholders are being asked to reappoint them at the AGM for the year ending 29 February 2020.
AGM
Shareholders should note that the AGM for the Company will be held on Wednesday 3 July 2019 at the Magdalen Centre, Oxford Science Park, starting at the later time of 2pm and will include presentations by Oxford Technology Management and some of the companies that the Oxford Technology VCTs have invested in.
A formal Notice of the AGM has been enclosed with these Financial Statements together with a Form of Proxy for those not attending. We appreciate all the input we get from our shareholders and very much look forward to welcoming as many of you as possible on the day – thank you for your ongoing support.
Outlook
The Oxford Technology VCTs have operated and continue to operate very much in the spirit of the VCT legislation by investing in and subsequently supporting early stage technology companies. After pursuing apparently lower risk strategies such as solar subsidies, management buyouts, managed exit portfolios and the like, following the publication of the Patient Capital Review it seems that the VCT market is returning to the area that we have always occupied. While this is welcome, current VCT rules sometimes limit the amount of follow on investment that we are able to make.
Looking ahead, the Board continues to believe your VCT is an appropriate structure to hold your Company’s investments. Your Board continues to work to maximise value and reduce costs so as to best provision your VCT such that – when valuations and liquidity allow – holdings can be exited and proceeds distributed to shareholders.
David Livesley Chairman21 May 2019
Investment Portfolio Review
OT4 was formed in 2004 and has invested in 35 companies which were start-up or early stage technology companies. Some of these companies failed with the loss of the investment. Some have succeeded and have been sold. The table on page 17 shows the companies remaining in the portfolio. A more detailed analysis is given of the major investments on the following pages. Several still have the potential to deliver significant returns.
OT4 received shares in AIM-listed Castleton Technology Plc as part of the proceeds of sale when Castleton purchased Impact Applications in 2015. Castleton is a provider of software, services and IT infrastructure to the social, public and commercial housing sector. During the year Castleton posted its first profits and had several major contract wins including first contracts in Australia. The effective price of acquisition of these shares for OT4 was 45p. As at 28 February 2019, the bid price for the shares was 89p. In March 2019 the Company sold an additional 520,000 Castleton shares at 95p per share to enable the Company to pay a further dividend to shareholders and provide continued support of the remaining portfolio.
Select Technology specialises in software for photocopiers – now known as MFDs – Multi-Function Devices. Over the last decade Select Technology has built up a global network of distributors and dealers through which it sells both its own and third party products. These products now include PaperCut, KPAX, Foldr, Drivve Image, EveryonePrint and Square 9 Enterprise Content Management. Sales have increased from £210k in the year to July 2010 to over £6.8m in the year to January 2019, up from £5.6m in the year before. Select Technology paid a dividend in February 2019.
Arecor has progressed its insulin programme and has both the fastest acting and most concentrated formulations in the world. The company raised £6m to start clinical trials for its insulin products. In March 2019 following the year end, Arecor obtained approval to start its clinical trial for the Ultra-Rapid Acting Insulin. It has also received funding from Innovate for its Superfast post-prandial insulin.
In February 2019, ImmBio signed a license deal for PnuBioVax with a subsidiary of CNBG, the leading Chinese biologics company. The deal grants a license to CNBG for the Chinese market. PnuBioVax is a vaccine that targets pneumococcal disease in children and the elderly. £57k was invested in April 2018 and a further £38k invested after the year end, in March 2019, following the signature of the Chinese licence deal.
Dynamic Extractions was formed as a spin-out from Brunel University in 2005. The objective of the company was to commercialise a technology developed at Brunel University for high performance counter current chromatography. Initially the business was based on the trading estate in Slough, and designed and sold HPCCC instruments which were manufactured by subcontract. The company and its business model have been transformed in the last few years. The HPCCC instruments have been redesigned from scratch and the first of the much improved instruments, manufactured by a subcontractor in Wales emerged in late 2016. Also, although the sale of HPCCC instruments remains part of the business (these are now in use all over the world) more of the company's effort will be devoted to using its own technology to produce valuable compounds for sale.
In February 2019, the company has secured is first order for a small quantity of 99.9% CBD (Cannabidiol) which has pain relieving and other medicinal qualities (but is not psychoactive). This order is from a start-up company which aims to supply CBD as a means of relieving the pain of arthritis. Dynamic Extractions’ technology is ideally suited to producing very high purity materials with all the other ingredients in the mix separated out. So, the expectation is that the number and size of orders for high purity compounds will now increase.
OT4 was the first investor in Diamond Hard Surfaces (DHS) when the company was founded in 2004. The objective was to develop a process for creating a hard diamond like coating that was superior to other similar coatings. The DHS coating is extremely hard and also has exceptionally low friction against itself. The technology is a low temperature process which can be applied to a wide range of substrate materials and geometries and is applied in sectors such as Aerospace, Oil and Gas and Electronics. Over the last few years the company has been developing a coating which has the unusual properties of being an almost perfect electrical insulator while having three times the thermal conductivity of copper. This coating has now been branded ThermaSp3c™.
This coating is used as a heat sink – removing heat from chips which are working particularly hard (and therefore getting hot) particularly in defense applications. Interest in this particular product has been growing and the prospects for 2019 look encouraging, despite the uncertain economic/political landscape. The company continues to supply a growing customer base with its materials in a wide range of sectors, engaging in research and development projects with both new and existing customers.
Oxis Energy is developing a Lithium Sulphur rechargeable battery with a significantly higher specific energy (energy storage per unit weight) than the currently available Lithium Ion batteries. Oxis has signed a $60m contract and has started work on the development of a factory to produce 2m Lithium Sulphur batteries per year. It also started work on a £7m automotive battery project supported by a grant from Innovate UK. The value of the holding fell due to the repricing of an investment received in 2018.
ZuvaSyntha is in the process of being wound up and is not expected to return any money.
New Investments in the year
There were four follow on investments during the year of £57k into ImmBio, £30k into ZuvaSyntha, £79k into Orthogem and £99k into Arecor. All new investments have complied with both EU State Aid rules and HMRC VCT rules.
Disposals during the year
During the year Historic Futures was dissolved and OT4 received £7k. The remaining shares in Abzena were also sold for £15k. Further shares in Castleton have been disposed of during the year yielding £643k and enabling the payment of the dividend of 3p per share on 31 August 2018. Glide Technologies was dissolved in October 2018, but there was no impact in the P&L as the investment had been fully provided for.
Valuation Methodology
Quoted and unquoted investments are valued in accordance with current industry guidelines that are compliant with International Private Equity and Venture Capital (IPEVC) Valuation Guidelines and current financial reporting standards.
VCT Compliance
Compliance with the main VCT regulations as at 28 February 2019 and for the year then ended is summarised as follows:
| Type of InvestmentBy HMRC Valuation Rules | Actual | Target |
| VCT Qualifying Investments | 88% | Minimum obligation of: 70.0% |
| Non-Qualifying Investments | 12% | Maximum allowed: 30.0% |
| Total | 100.0% | 100.0% |
At least 70% of each investment must be in eligible shares - Complied.
No more than 15% of the income from shares and securities is retained - Complied.
No investment constitutes more than 15% of the Company’s portfolio (by value at time of investment or when the holding is added to) - Complied.
The Company’s income in the period has been derived wholly or mainly (70% plus) from shares or securities - Complied.
No investment made by the VCT has caused the company to receive more than £5m of State Aid investment in the year, nor more than the lifetime limit of £12m - Complied.
Table of Investments held by Company at 28 February 2019
| Company | Description | Date of initial investment | Net cost of investment £’000 | Carrying value at 28/02/19£’000 | Change in value for the year £’000 | % equity held OT4 | % equity held by all OTVCTs | % Net Assets |
| Castleton Technology(Bid Price 89p) | Mobile software for contractors | Oct 2005 | 115 | 1,243 | (348) | 1.7 | 1.7 | 22.0 |
| Select- STL Management Ltd | Photocopier Interfaces | Aug 2006 | 237 | 1,064 | 183 | 18.4 | 58.6 | 18.9 |
| ImmBio | Novel vaccines | Oct 2005 | 789 | 1,011 | 558 | 12.0 | 20.9 | 17.9 |
| Arecor | Protein stabilization | Jul 2007 | 590 | 907 | 172 | 5.6 | 10.5 | 16.1 |
| Diamond Hard Surfaces | Diamond coatings | Jan 2005 | 640 | 337 | (182) | 49.9 | 49.9 | 6.0 |
| Dynamic Extractions | Separation technology | Aug 2005 | 377 | 313 | - | 30.4 | 30.4 | 5.6 |
| Orthogem | Bone graft material | May 2007 | 309 | 227 | 92 | 10.9 | 30.5 | 4.0 |
| Oxis Energy | Rechargeable batteries | Nov 2005 | 305 | 90 | (44) | 0.2 | 0.4 | 1.6 |
| Insense | Active wound healing dressings | Apr 2005 | 476 | 67 | - | 2.5 | 6.8 | 1.2 |
| Novacta | Antibiotics Development | Apr 2005 | 347 | 59 | - | 2.3 | 2.3 | 1.0 |
| Plasma Antennas | Solid state antennas | Mar 2005 | 700 | 41 | - | 30.9 | 48.8 | 0.8 |
| MirriAd Advertising(Bid Price 15p) | Virtual product placement | May 2015 | - | 7 | (15) | 0.0 | 0.0 | 0.1 |
| Metal Nanopowers | Production of metal nanopowers | Aug 2006 | 52 | - | (4) | 16.7 | 36.7 | 0.0 |
| Superhard Materials | Very hard materials | Feb 2012 | 9 | - | (1) | 18.2 | 40.0 | 0.0 |
| ZuvaSyntha | Microbial technology | Feb 2012 | 413 | - | (162) | 29.1 | 29.1 | 0.0 |
| Totals | 5,359 | 5,366 | 249 | 95.2 | ||||
| Other Net Assets | 273 | 4.8 | ||||||
| NET ASSETS | 5,639 | 100.0 |
Number of shares in issue: 11,516,946Net Asset Value per share at 28 February 2019: 49.0pDividends paid to date: 40.0p at 28 February 2019 with a further 3p paid on 26 April 2019.
The table shows the current portfolio holdings. The investments in Bluewater Bio, Cutting the Wires, Dynamic Discovery, EKB, Ingenious, Inspiration Matters, Kinomi, Glide Technologies, Historic Futures and Water Innovate have been written off. The investments in Dexela, Imagineer Systems, Impact Applications, Incentec, Mecira, OxTox, Pharma Engineering, Telegesis, Naked Objects and Abzena have been sold. Some Castleton shares have also been sold.
Lucius Cary - DirectorOT4 Managers LtdInvestment Manager 21 May 2019
Directors’ Report
The Directors present their report together with Financial Statements for the year ended 28 February 2019.
The Directors consider that the Annual Report and Financial Statements, taken as a whole are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company’s performance, business model and strategy.
This report has been prepared by the Directors in accordance with the requirements of s415 of the Companies Act 2006. The Company’s independent auditor is required by law to report on whether the information given in the Directors’ Report is consistent with the Financial Statements.
Principal Activity
The Company commenced business in 2004. The Company invests in start-up and early stage technology companies in general located within 60 miles of Oxford. The Company has maintained its approved status as a Venture Capital Trust by HMRC.
Directors
The Directors of the Company are required to notify their interests under Disclosure and Transparency Rule 3.12R. The membership of the Board and their beneficial interests in the ordinary shares of the company at 28 February 2019 and at 28 February 2018 are set out below:
| Name | 2019 | 2018 |
| D Livesley | 3,499 | 3,499 |
| R Goodfellow | 20,000 | 20,000 |
| R Roth | 44,310 | 44,310 |
| A Starling | Nil | Nil |
Under the Company’s Articles of Association one third of the Directors are required to retire by rotation each year. David Livesley and Alex Starling will be nominated for re-appointment at the forthcoming AGM. The Board believes that both non-executive Directors continue to provide a valuable contribution to the Company and remain committed to their roles. The Board recommends that Shareholders support the resolutions to re-elect David Livesley and Alex Starling at the forthcoming AGM.
The Board is cognisant of shareholders' preference for Directors not to sit on the boards of too many larger companies ("overboarding"). Shareholders will be aware that in July 2015, the Company, along with the other VCTs that were managed by Oxford Technology Management, appointed directors such that the four VCTs each had a Common Board. In addition, Richard Roth has subsequently also become a Director of Seneca Growth Capital VCT Plc, a VCT investing in the Med Tech sector which is also self-managed and has a number of investments in common with the Oxford Technology VCTs.
Whilst great care is taken to safeguard the interests of the shareholders of each separate company, there is an element of overlap in the workload of each Director across the four OT funds due to the way the VCTs are managed. The Directors note that the workload related to the four OT funds is less than it would be for four totally separate and larger funds and are satisfied that Richard Roth has the time to focus on the requirements of each OT fund.
Investment Management Fees
OT4 Managers Ltd, the Company’s wholly owned subsidiary, has an agreement to provide investment management services to the Company for a fee of 1% of net assets per annum. David Livesley and Richard Roth, together with Lucius Cary are Directors of OT4 Managers Ltd.
Directors’ and Officers’ Insurance
The Company has maintained insurance cover on behalf of the Directors, indemnifying them against certain liabilities which may be incurred by them in relation to their duties as Directors of the Company.
Ongoing Review
The Board has reviewed and continues to review all aspects of internal governance to mitigate the risk of breaches of VCT rules or company law.
Whistleblowing
The Board has been informed that the Investment Manager has arrangements in place in accordance with the UK Corporate Governance Code’s recommendations by which staff of Oxford Technology Management or the Secretary of the Company may, in confidence, raise concerns within their respective organisations about possible improprieties in matters of financial reporting or other matters.
Bribery Act 2010
The Company is committed to carrying out business fairly, honestly and openly. The Investment Manager has established policies and procedures to prevent bribery within its organisation. The Company has adopted a zero tolerance approach to bribery and will not tolerate bribery under any circumstance in any transaction the Company is involved in. The Company has instructed the Investment Manager to adopt the same approach with investee companies.
Relations with Shareholders
The Company values the views of its shareholders and recognises their interest in the Company. The Company’s website provides information on all of the Company’s investments, as well as other information of relevance to shareholders (www.oxfordtechnologyvct.com/vct4.html)
Shareholders have the opportunity to meet the Board at the Annual General Meeting. In addition to the formal business of the AGM the Board is available to answer any questions a shareholder may have.
The Board is also happy to respond to any written queries made by shareholders during the course of the year and can be contacted at the Company’s registered office: Magdalen Centre, Oxford Science Park, Oxford OX4 4GA.
Going Concern
The assets of the Company consist mainly of securities, two of which are AIM quoted, quite liquid and readily accessible, as well as cash. After making enquiries, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they have adopted the going concern basis in preparing the Financial Statements.
Share Capital
As disclosed on page 59, the Board has authority to make market purchases of the Company’s own shares. No shares were purchased by the Company during the year.
The Board has authority to allot up to 575,840 shares (representing approximately 5% of the ordinary share capital as at 2 May 2018). No shares were allotted by the Company during the year.
The total number of Ordinary Shares of 10p each in issue at 28 February 2019 was 11,516,946 (2018: 11,516,946) with each share having one vote. There are no other share classes in issue.
Companies Act 2006 disclosures
In accordance with Schedule 7 of the Large and Medium Size Companies and Groups (Accounts and Reports) Regulations 2008, as amended, the Directors disclose the following information:
The Company’s capital structure and voting rights are summarised above, and there are no restrictions on voting rights nor any agreement between holders of securities that result in restrictions on the transfer of securities or on voting rights; There exist no securities carrying special rights with regard to the control of the Company;The rules concerning the appointment and replacement of directors, amendment of the Articles of Association and powers to issue or buy back the Company’s shares are contained in the Articles of Association of the Company and the Companies Act 2006;The Company does not have any employee share scheme;There exist no agreements to which the Company is party that may affect its control following a takeover bid; andThere exist no agreements between the Company and its Directors providing for compensation for loss of office that may occur following a takeover bid or for any other reason.Substantial Shareholders
At 28 February 2019, the Company has been notified of the following investors whose interest exceeds three percent of the Company’s issued share capital: State Street Nominees Limited, 8.9% (representing the beneficial interest of Oxfordshire County Council Pension Fund) and Hargreaves Lansdown Nominees Limited, 5.6%.
Auditors
As discussed in the Chairman’s statement on page 7, UHY Hacker Young LLP have been appointed as the independent auditors in accordance with Section 489 of the Companies Act 2006 and will offer themselves up for reappointment at the AGM.
On behalf of the Board David LivesleyChairman21 May 2019
Directors’ Remuneration Report
Introduction
This report has been prepared by the Directors in accordance with the requirements of the Companies Act 2006. The Company’s independent auditor, UHY Hacker Young LLP, is required to give its opinion on certain information included in this report. This report includes a statement regarding the Directors’ Remuneration Policy. This report sets out the Company’s Directors’ Remuneration Policy and the Annual Remuneration Report which describes how this policy has been applied during the year.
The Directors' Remuneration Policy was last approved by shareholders at the AGM on 12 July 2018. It needs to be put to a shareholder vote every three years, and shareholders will be asked to approve it again at the Annual General Meeting in 2021.
Shareholders also need to approve the Directors' Remuneration Report every year. It was last approved at the AGM on 12 July 2018 on a unanimous show of hands and 99.8% of proxies voted in favour. A resolution to approve the Directors’ Remuneration Report for the year ended 28 February 2019 will also be proposed at the Annual General Meeting on 3 July 2019.
Directors’ Terms of Appointment
The Board consists entirely of non-executive Directors who meet at least four times a year and on other occasions as necessary to deal with important aspects of the Company’s affairs. Directors are appointed with the expectation that they will serve for at least three years and are expected to devote the time necessary to perform their duties. All Directors retire at the first general meeting after election and thereafter every third year, with at least one Director standing for election or re-election each year. Re-election will be recommended by the Board, but is dependent upon shareholder vote. Directors who have been in office for more than nine years will stand for annual re-election in line with the AIC Code. There are no service contracts in place, but Directors have a letter of appointment.
Directors’ Remuneration Policy
The Board acts as the Remuneration Committee and meets annually to review Directors’ pay to ensure it remains appropriate given the need to attract and retain candidates of sufficient calibre and ensure they are able to devote the time necessary to lead the Company in achieving its strategy.
The Articles of Association of the company state that the aggregate of the remuneration (by way of fee) of all the Directors shall not exceed £50,000 per annum unless otherwise approved by Ordinary Resolution of the Company. The following Directors’ fees are payable by the Company:
per annumDirector Base Fee £3,500Chairman’s Supplement £2,000Audit Committee Chairman £3,000Audit Committee Member £1,500
The OT4 Director Fees are amongst the lowest of any VCT (apart from the other OT VCTs). However the Board has spent and continues to spend more time on Company activities than was initially envisaged in Summer 2015 (when the fees were last changed) partly due to closer involvement with investment, accounting and administration procedures and partly due to compliance with additional government regulations. Fees remain at the levels approved last year.
Typically, VCT industry total directors’ fees are in excess of £50k and individual fees in excess of £15k for equivalent levels of work.
David Livesley chairs the Company. Richard Roth chairs the Audit Committee, with Robin Goodfellow as a member of the Committee. As the VCT is self-managed, the Audit Committee carries out a particularly important role for the VCT and plays a significant part in the sign off of quarterly management accounts, and the production of the half year and annual statutory accounts.
Fees are currently paid annually. The fees are not specifically related to the Directors’ performance, either individually or collectively. No expenses are paid to the Directors. There are no share option schemes or pension schemes in place, but Directors are entitled to a share of the carried interest as detailed below. Directors may at their discretion pay additional sums in respect of specific tasks carried out by the individual Directors on behalf of the Company.
David Livesley and Richard Roth receive no remuneration in respect of their directorships of OT4 Managers Ltd, the Company’s Investment Manager.
The performance fee is detailed in note 3. Current Directors are entitled to benefit from any payment made, subject to a formula driven by relative lengths of service. The performance fee becomes payable if a certain cash return threshold to shareholders is exceeded – the excess is then subject to a 20% carry that is distributed to Oxford Technology Management, past Directors and current Directors; the remaining 80% is returned to shareholders. At 28 February 2019 no performance fee was due.
Should any performance fee be payable at the end of the year to 29 February 2020, Alex Starling, Robin Goodfellow, and Richard Roth would each receive 0.27% of any amount over the threshold and David Livesley 1.17%. No performance fee will be payable for the year ending 29 February 2020 unless original shareholders have received back at least 122.2p in cash for each 100p (gross) invested.
Relative Spend on Directors’ Fees
The Company has no employees, so no consultation with employees or comparison measurements with employee remuneration are appropriate.
Loss of Office
In the event of anyone ceasing to be a Director, for any reason, no loss of office payments will be made. There are no contractual arrangements entitling any Director to any such payment.
Annual Remuneration Report
No change to Director’s remuneration is expected for the year ending 29 February 2020.
| Directors’ Fees | Year End 29/02/20(unaudited) | Year End 28/02/19(audited) | Year End 28/02/18(audited) |
| David Livesley | £5,500 | £5,500 | £5,500 |
| Richard Roth | £6,500 | £6,500 | £6,500 |
| Robin Goodfellow | £5,000 | £5,000 | £5,000 |
| Alex Starling | £3,500 | £3,500 | £3,500 |
| Total | £20,500 | £20,500 | £20,500 |
Income Statement
| Year Ended28 February 2019 | Year Ended28 February 2018 | ||||||
| NoteRef. | Revenue£’000 | Capital£’000 | Total£’000 | Revenue£’000 | Capital£’000 | Total£’000 | |
| Gain on disposal of fixed asset investments | - | 185 | 185 | - | - | - | |
| Unrealised gain/ (loss) on valuation of fixed asset investments | - | 617 | 617 | - | (579) | (579) | |
| Investment income | 2 | 11 | - | 11 | - | - | - |
| Investment management fees | 3 | (13) | (40) | (53) | (15) | (45) | (60) |
| Other expenses | 4 | (56) | - | (56) | (56) | - | (56) |
| Return on ordinary activities before tax | (58) | 762 | 704 | (71) | (624) | (695) | |
| Taxation on return on ordinary activities | 5 | - | - | - | - | - | - |
| Return on ordinary activities after tax | (58) | 762 | 704 | (71) | (624) | (695) | |
| Return on ordinary activities after tax attributable toequity shareholders | (58) | 762 | 704 | (71) | (624) | (695) | |
| Earnings per share – basic and diluted | 6 | (0.5)p | 6.6p | 6.1p | (0.6)p | (5.4)p | (6.0)p |
There was no other Comprehensive Income recognised during the year.
The ‘Total’ column of the Income Statement is the Profit and Loss Account of the Company, the supplementary Revenue and Capital return columns have been prepared under guidance published by the Association of Investment Companies.All Revenue and Capital items in the above statement derive from continuing operations.The Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds.
The accompanying notes are an integral part of the Financial Statements.
Statement of Changes in Equity
| Share Capital£’000 | Share Premium£’000 | Unrealised Capital Reserve£’000 | Profit & Loss Reserve£’000 | Total£’000 | |
| As at 1 March 2017 | 1,152 | 813 | (878) | 4,888 | 5,975 |
| Revenue return on ordinary activities after tax | - | - | - | (71) | (71) |
| Expenses charged to capital | - | - | - | (45) | (45) |
| Current period losses on fair value of investments | - | - | (579) | - | (579) |
| Balance as at 28 February 2018 | 1,152 | 813 | (1,457) | 4,772 | 5,280 |
| Revenue return on ordinary activities after tax | - | - | - | (58) | (58) |
| Expenses charged to capital | - | - | - | (40) | (40) |
| Current period gains on disposal | - | - | - | 185 | 185 |
| Current period gains on fair value of investments | - | - | 617 | - | 617 |
| Prior years’ unrealised losses now realised | - | - | 847 | (847) | - |
| Dividends paid | - | - | - | (345) | (345) |
| Balance as at 28 February 2019 | 1,152 | 813 | 7 | 3,667 | 5,639 |
The accompanying notes are an integral part of the Financial Statements.
Balance Sheet
| Year Ended28 February 2019 | Year Ended28 February 2018 | |||||
| Note Ref. | £’000 | £’000 | £’000 | £’000 | ||
| Fixed Asset Investments At Fair Value | 7 | 5,366 | 5,141 | |||
| Current Assets | ||||||
| Debtors | 8 | 2 | 2 | |||
| Cash At Bank | 284 | 147 | ||||
| Creditors: Amounts Falling DueWithin 1 Year | 9 | (13) | (10) | |||
| Net Current Assets | 273 | 139 | ||||
| Net Assets | 5,639 | 5,280 | ||||
| Called Up Equity Share Capital | 10 | 1,152 | 1,152 | |||
| Share Premium | 813 | 813 | ||||
| Unrealised Capital Reserve | 11 | 7 | (1,457) | |||
| Profit and Loss Account Reserve | 11 | 3,667 | 4,772 | |||
| Total Equity Shareholders’ Funds | 11 | 5,639 | 5,280 | |||
| Net Asset Value Per Share | 49.0p | 45.9p | ||||
The accompanying notes are an integral part of the Financial Statements. The statements were approved by the Directors and authorised for issue on 21 May 2019 and are signed on their behalf by
David LivesleyChairman
Statement of Cash Flows
| Year Ended28 February 2019£’000 | Year Ended28 February 2018£’000 | |
| Cash flows from operating activities | ||
| Return on ordinary activities before tax | 704 | (695) |
| Adjustments for: | ||
| Gain on disposal of investments | (185) | - |
| (Gain)/loss on valuation of investments | (617) | 579 |
| Increase/(decrease) in creditors | 3 | (24) |
| Outflow from operating activities | (95) | (140) |
| Cash flows from investing activities | ||
| Purchase of investments | (265) | (149) |
| Disposal of investments | 842 | - |
| Inflow / (outflow) from investing activities | 577 | (149) |
| Cash flows from financing activities | ||
| Dividends paid | (345) | - |
| Outflow from financing activities | (345) | - |
| Increase/(decrease) in cash at bank | 137 | (289) |
| Opening cash and cash equivalents | 147 | 436 |
| Cash and cash equivalents at year end | 284 | 147 |
The accompanying notes are an integral part of the Financial Statements.
Notes to the Financial Statements
The Financial Statements have been prepared under Financial Reporting Standard 102 – 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' ('FRS 102'). The accounting policies have not materially changed from last year. 1. Principal Accounting Policies
Basis of Preparation
The Financial Statements have been prepared under the historical cost convention, except for the measurement at fair value of certain financial instruments, and in accordance with UK Generally Accepted Accounting Practice (“GAAP”), including FRS 102 and with the Companies Act 2006 and the Statement of Recommended Practice (SORP) ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts (revised 2014)’ issued by the AIC.
The principal accounting policies have remained materially unchanged from those set out in the Company’s 2018 Annual Report and Financial Statements. A summary of the principal accounting policies is set out below.
FRS 102 sections 11 and 12 have been adopted with regard to the Company’s financial instruments. The Company held all fixed asset investments at fair value through profit or loss. Accordingly, all interest income, fee income, expenses and gains and losses on investments are attributable to assets held at fair value through profit or loss.
The most important policies affecting the Company’s financial position are those related to investment valuation and require the application of subjective and complex judgements, often as a result of the need to make estimates about the effects of matters that are inherently uncertain and may change in subsequent periods. These are discussed in more detail below.
Going Concern
The assets of the Company consist mainly of securities, two of which are AIM quoted, quite liquid and readily accessible, as well as cash. After reviewing the Company’s forecasts and expectations, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The Company therefore continues to adopt the going concern basis in preparing its Financial Statements.
Key Judgements and Estimates
The preparation of the Financial Statements requires the Board to make judgements and estimates regarding the application of policies and affecting the reported amounts of assets, liabilities, income and expenses. Estimates and assumptions mainly relate to the fair valuation of the fixed asset investments particularly unquoted investments. Estimates are based on historical experience and other assumptions that are considered reasonable under the circumstances. The estimates and the assumptions are under continuous review with particular attention paid to the carrying value of the investments.
Investments are regularly reviewed to ensure that the fair values are appropriately stated. Unquoted investments are valued in accordance with current IPEVC Valuation Guidelines, which can be found on their website at www.privateequityvaluation.com, although this does rely on subjective estimates such as appropriate sector earnings multiples, forecast results of investee companies, asset values of investee companies and liquidity or marketability of the investments held.
Although the Directors believe that the assumptions concerning the business environment and estimate of future cash flows are appropriate, changes in estimates and assumptions could result in changes in the stated values. This could lead to additional changes in fair value in the future.
Functional and Presentational Currency
The Financial Statements are presented in Sterling (£). The functional currency is also Sterling (£).
Cash and Cash Equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and also include bank overdrafts.
Fixed Asset InvestmentsThe Company’s principal financial assets are its investments and the policies in relation to those assets are set out below.
Purchases and sales of investments are recognised in the Financial Statements at the date of the transaction (trade date).
These investments will be managed and their performance evaluated on a fair value basis and information about them is provided internally on that basis to the Board. Accordingly, as permitted by FRS 102, the investments are measured as being fair value through profit or loss on the basis that they qualify as a group of assets managed, and whose performance is evaluated, on a fair value basis in accordance with a documented investment strategy. The Company's investments are measured at subsequent reporting dates at fair value.
In the case of investments quoted on a recognised stock exchange, fair value is established by reference to the closing bid price on the relevant date or the last traded price, depending upon convention of the exchange on which the investment is quoted. In the case of AIM quoted investments this is the closing bid price.
In the case of unquoted investments, fair value is established by using measures of value such as the price of recent transactions, earnings multiple, revenue multiple, discounted cash flows and net assets. These are consistent with the IPEVC Valuation Guidelines.
Gains and losses arising from changes in fair value of investments are recognised as part of the capital return within the Income Statement and allocated to the unrealised capital reserve.
In the preparation of the valuations of assets the Directors are required to make judgements and estimates that are reasonable and incorporate their knowledge of the performance of the investee companies.
Fair Value HierarchyParagraph 34.22 of FRS 102 regarding financial instruments that are measured in the balance sheet at fair value requires disclosure of fair value measurements dependent on whether the stock is quoted and the level of the accuracy in the ability to determine its fair value. The fair value measurement hierarchy is as follows:
For Quoted Investments:Level 1: quoted prices in active markets for an identical asset. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held is the bid price at the Balance Sheet date.
Level 2: where quoted prices are not available (or where a stock is normally quoted on a recognised stock exchange that no quoted price is available), the price of a recent transaction for an identical asset, providing there has been no significant change in economic circumstances or a significant lapse in time since the transaction took place. The Company held no such investments in the current or prior year.
For investments not quoted in an active market:
Level 3: the fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable data (e.g. the price of recent transactions, earnings multiple, discounted cash flows and/or net assets) where it is available and rely as little as possible on entity specific estimates.
There has been no transfer between classifications in the year (2018: Mirriad Advertising Limited listed on AIM and is now Mirriad Advertising Plc). Any change in fair value for the current and previous year is recognised in the income statement.
IncomeInvestment income includes interest earned on bank balances and from unquoted loan note securities, and dividends. Fixed returns on debt are recognised on a time apportionment basis so as to reflect the effective yield, provided it is probable that payment will be received in due course. Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established, normally the ex dividend date.
ExpensesAll expenses are accounted for on an accruals basis. Expenses are charged wholly to revenue with the exception of the investment management fee which has been charged 75% to capital and 25% to revenue. Any applicable performance fee will be charged 100% to capital.
Revenue and CapitalThe revenue column of the Income Statement includes all income and revenue expenses of the Company. The capital column includes gains and losses on disposal and holding gains and losses on investments. Gains and losses arising from changes in fair value of investments are recognised as part of the capital return within the Income Statement and allocated to the appropriate capital reserve on the basis of whether they are realised or unrealised at the balance sheet date.
TaxationCurrent tax is recognised for the amount of income tax payable in respect of the taxable profit for the current or past reporting periods using the current tax rate. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return on the "marginal" basis as recommended in the SORP.
Deferred tax is recognised on an undiscounted basis in respect of all timing differences that have originated, but not reversed, at the balance sheet date, except as otherwise indicated.
Deferred tax assets are only recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Financial InstrumentsThe Company’s principal financial assets are its investments and the policies in relation to those assets are set out above. Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument.
The Company does not have any externally imposed capital requirements.
ReservesCalled up Equity Share Capital – represents the nominal value of shares that have been issued.
Share Premium Account – includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the Share Premium Account.
Unrealised Capital Reserve arises when the Company revalues the investments still held during the period and any gains or losses arising are credited/charged to the Unrealised Capital Reserve. When an investment is sold, any balance held on the Unrealised Capital Reserve is transferred to the Profit and Loss Reserve as a movement in reserves.
The Profit and Loss Reserve represents the aggregate of accumulated realised profits, less losses and dividends.
Dividends PayableDividends payable are recognised as distributions in the Financial Statements when the Company’s liability to make payment has been established. This liability is established for interim dividends when they are declared by the Board, and for final dividends when they are approved by the Shareholders.
In the year to 28 February 2019 the manager received a fee of 1% of the net asset value as at the previous year end (2018: 1%). Oxford Technology Management (OTM) is also entitled to certain monitoring fees from investee companies and the Board reviews the amounts. OTM also received a further £27k in 2018, the final tranche of a payment which had been deferred from previous years. This was part of the revised agreement, with effect from 1 March 2015. No further liability is payable as at 28 February 2018 or 28 February 2019.
A performance fee is payable to the Investment Manager once original shareholders have received a specified threshold in cash for each 100p (gross) invested. The original threshold of 100p has been increased by compounding that portion that remains to be paid to shareholders by 6% per annum with effect from 1 March 2015, resulting in the remaining required threshold rising to 77.5p at 28 February 2019, corresponding to a total shareholder return of 117.5p after taking into account the 40p already paid out (40p + 77.5p = 117.5p).
After this amount has been distributed to shareholders, each extra 100p distributed goes 80p to the shareholders and 20p to the beneficiaries of the performance incentive fee, of which Oxford Technology Management receives 15p. No performance fee has become due or been paid to date. Any applicable performance fee will be charged 100% to capital.
Expenses are capped at 3%, including the management fee, but excluding Directors’ fees and any performance fee.
| Year Ended28 February 2019£’000 | Year Ended28 February 2018£’000 | |
| Dividends received | 11 | - |
| Total | 11 | - |
3. Investment Management Fees
Expenses are charged wholly to revenue with the exception of the investment management fee which has been charged 75% to capital in line with industry practice.
| Year Ended28 February 2019£’000 | Year Ended28 February 2018£’000 | |
| Investment management fee | 53 | 60 |
| Total | 53 | 60 |
In the year to 28 February 2019 the manager received a fee of 1% of the net asset value as at the previous year end (2018: 1%). Oxford Technology Management (OTM) is also entitled to certain monitoring fees from investee companies and the Board reviews the amounts. OTM also received a further £27k in 2018, the final tranche of a payment which had been deferred from previous years. This was part of the revised agreement, with effect from 1 March 2015. No further liability is payable as at 28 February 2018 or 28 February 2019.
A performance fee is payable to the Investment Manager once original shareholders have received a specified threshold in cash for each 100p (gross) invested. The original threshold of 100p has been increased by compounding that portion that remains to be paid to shareholders by 6% per annum with effect from 1 March 2015, resulting in the remaining required threshold rising to 77.5p at 28 February 2019, corresponding to a total shareholder return of 117.5p after taking into account the 40p already paid out (40p + 77.5p = 117.5p).
After this amount has been distributed to shareholders, each extra 100p distributed goes 80p to the shareholders and 20p to the beneficiaries of the performance incentive fee, of which Oxford Technology Management receives 15p. No performance fee has become due or been paid to date. Any applicable performance fee will be charged 100% to capital.
Expenses are capped at 3%, including the management fee, but excluding Directors’ fees and any performance fee.
4. Other Expenses
All expenses are accounted for on an accruals basis. All expenses are charged through the income statement except as follows:
those expenses which are incidental to the acquisition of an investment are included within the cost of the investment;expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment.| Year Ended28 February 2019£’000 | Year Ended28 February 2018£’000 | |
| Directors’ remuneration | 21 | 21 |
| Auditors’ remuneration | 8 | 6 |
| Other expenses | 27 | 29 |
| Total | 56 | 56 |
5. Tax on Ordinary Activities
Corporation tax payable at 19.0% (2018: 19.1%) is applied to profits chargeable to corporation tax, if any. The corporation tax charge for the period was £nil (2018: £nil)
| Year Ended28 February 2019£’000 | Year Ended28 February 2018£’000 | |
| Return on ordinary activities before tax | 704 | (695) |
| Current tax at standard rate of taxation | 134 | (133) |
| UK dividends not taxable | (2) | - |
| Unrealised (gains)/losses not taxable | (117) | 111 |
| Realised gains not taxable | (35) | - |
| Excess management expenses carried forward | 20 | 22 |
| Total current tax charge | - | - |
Unrelieved management expenses of £2,242,461 (2018: £2,134,147) remain available for offset against future taxable profits.
6. Earnings per Share
The calculation of earnings per share (basic and diluted) for the period is based on the net gain of £704,000 (2018: loss of £695,000) attributable to shareholders divided by the weighted average number of shares 11,516,946 (2018: 11,516,946) in issue during the period.
There are no potentially dilutive capital instruments in issue and, therefore, no diluted returns per share figures are relevant. The basic and diluted earnings per share are therefore identical.
7. Investments
| AIM quoted investmentsLevel 1£’000 | Unquoted investmentsLevel 3£’000 | Total investments £’000 | |
| Valuation and net book amount: | |||
| Book cost as at 28 February 2018 | 225 | 6,373 | 6,598 |
| Cumulative revaluation to 28 February 2018 | 1,413 | (2,870) | (1,457) |
| Valuation at 28 February 2018 | 1,638 | 3,503 | 5,141 |
| Movement in the year: | |||
| Purchases at cost | - | 265 | 265 |
| Disposals – cost | (110) | (1,394) | (1,504) |
| Disposals - revaluation | (547) | 1,394 | 847 |
| Revaluation in year | 269 | 348 | 617 |
| Valuation at 28 February 2019 | 1,250 | 4,116 | 5,366 |
| Book cost at 28 February 2019 | 115 | 5,244 | 5,359 |
| Cumulative revaluation to 28 February 2019 | 1,135 | (1,128) | 7 |
| Valuation at 28 February 2019 | 1,250 | 4,116 | 5,366 |
Subsidiary Company
The Company also holds 100% of the issued share capital of OT4 Managers Ltd at a cost of £1.Results of the subsidiary undertaking for the year ended 28 February 2019 are as follows:
| Country of Registration | Nature of Business | Turnover | Retained profit/loss | Net Assets | |
| OT4 Managers Ltd | England and Wales | Investment Manager | £52,809 | £0 | £1 |
Consolidated group Financial Statements have not been prepared as the subsidiary undertaking is not considered to be material for the purpose of giving a true and fair view. The Financial Statements therefore present only the results of Oxford Technology 4 VCT plc, which the Directors also consider is the most useful presentation for Shareholders.
8. Debtors
| 28 February 2019£’000 | 28 February 2018£’000 | |
| Prepayments, accrued income & other debtors | 2 | 2 |
| Total | 2 | 2 |
9. Creditors – amounts falling due in less than 1 year
| 28 February 2019£’000 | 28 February 2018£’000 | |
| Creditors and accruals | 13 | 10 |
| Total | 13 | 10 |
10. Share Capital
| 28 February 2019£’000 | 28 February 2018£’000 | |
| Allotted, called up and fully paid: | ||
| 11,516,946 (2018: 11,516,946) ordinary shares of 10p each | 1,152 | 1,152 |
11. Reserves
When the Company revalues its investments during the period, any gains or losses arising are credited/charged to the Income Statement. Changes in fair value of investments are then transferred to the Unrealised Capital Reserve. When an investment is sold any balance held on the Unrealised Capital Reserve is transferred to the Profit and Loss Account Reserve as a movement in reserves.
Distributable reserves are £3,667,000 at 28 February 2019 (2018: 3,315,000).
Reconciliation of Movement in Shareholders’ Funds
| 28 February 2019£’000 | 28 February 2018£’000 | |
| Shareholders’ funds at start of year | 5,280 | 5,975 |
| Return on ordinary activities after tax | 704 | (695) |
| Dividends paid | (345) | - |
| Shareholders’ funds at end of year | 5,639 | 5,280 |
12. Financial Instruments and Risk Management
The Company’s financial instruments comprise equity and loan note investments, cash balances and debtors and creditors. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT – qualifying quoted and unquoted securities whilst holding a proportion of its assets in cash or near cash investments in order to provide a reserve of liquidity. The risk faced by these instruments, such as interest rate risk or liquidity risk is considered to be minimal due to their nature. All of these are carried in the accounts at fair value.
The Company’s strategy for managing investment risk is determined with regard to the Company’s investment objective. The management of market risk is part of the investment management process and is a central feature of venture capital investment. The Company’s portfolio is managed with regard to the possible effects of adverse price movements and with the objective of maximising overall returns to shareholders. Investments in unquoted companies, by their nature, usually involve a higher degree of risk than investments in companies quoted on a recognised stock exchange, though the risk can be mitigated to a certain extent by diversifying the portfolio across business sectors and asset classes, though VCT rules limit the extent to which suitable Qualifying Investments can be bought or sold. The overall disposition of the Company’s assets is regularly monitored by the Board.
13. Capital Commitments
The Company had no commitments at 28 February 2019 or 28 February 2018.
14. Related Party Transactions
OT4 Managers Ltd, a wholly owned subsidiary, provides investment management services to the Company with effect from 1 July 2015 for a fee of 1% of net assets per annum. During the year, £52,809 was paid in respect of these fees (2018: £59,754). No amounts were outstanding at the year end.
15. Events after the Balance Sheet Date
During March 2019, OT4 subscribed for ImmBio shares at a cost of £38k.
520,000 Castleton shares were sold at 95p per share during March 2019 (£494k).
OT4 declared a dividend of 3p per share on 4 April 2019. This dividend was paid on 26 April 2019.
16. Control
Oxford Technology 4 VCT Plc is not under the control of any one party or individual.
Company Number: 5038854 Note to the announcement: The financial information set out in this announcement does not constitute statutory accounts as defined in the Companies Act 2006 ("the Act"). The balance sheet as at 28 February 2019, income statement and cash flow statement for the period then ended have been extracted from the Company's 2019 statutory financial statements upon which the auditor's opinion is unqualified and does not include any statement under the section 495 of the Act. The Annual Report and Accounts for the year ended 28 February 2019 will be filed with the Registrar of Companies. Copies of the documents will be submitted to the National Storage Mechanism and are available for inspection at: http://www.mornningstar.co.uk/uk/NSM