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Half-year report

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24 NOVEMBER 2021

NORTHERN 2 VCT PLC

UNAUDITED HALF-YEARLY FINANCIAL REPORT

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2021

Northern 2 VCT PLC is a Venture Capital Trust (VCT) managed by Mercia Fund Management. It invests mainly in unquoted venture capital holdings and aims to provide high long-term tax-free returns to shareholders through a combination of dividend yield and capital growth.

Financial highlights (comparative figures as at 30 September 2020 and 31 March 2021)







Six months ended
30 September
2021

Six months ended
30 September
2020



Year ended
31 March
2021

Net assets

£112.7m

£104.8m

£115.5m

Net asset value per share

69.2p

64.3p

71.3p

Return per share:
Revenue
Capital
Total


0.2p
3.2p
3.4p


0.3p
12.5p
12.8p


0.3p
21.5p
21.8p

Dividend per share declared
in respect of the period


2.0p


2.0p


7.5p

Cumulative returns to shareholders
since launch:
Net asset value per share
Dividends paid per share*
Net asset value plus dividends paid per share



69.2p
130.4p
199.6p



64.3p
122.9p
187.2p



71.3p
124.9p
196.2p

Mid-market share price at end of period

64.0p

51.1p

61.0p

Share price discount to net asset value

7.5%

20.6%

14.5%

Annualised tax-free dividend yield (based on net asset value per share)**

Excluding special dividend

5.4%

5.6%

6.5%

Including special dividend

11.7%

N/A

14.0%

*Excluding interim dividend not yet paid

**The annualised dividend yield is calculated by dividing the dividends in respect of the 12 month period ended on each reference date by the net asset value per share at the start of the period.

For further information, please contact:

Simon John / James Bryce, NVM Private Equity LLP - 0191 244 6000

James Sly / Graham Venables, Mercia Asset Management PLC – 0330 223 1430

Website: www.mercia.co.uk/vcts

HALF-YEARLY MANAGEMENT REPORT TO SHAREHOLDERS

I am pleased to report on an encouraging six month period to 30 September 2021, building on the strong performance of the previous financial year. The period saw several pleasing exits from investments, while portfolio businesses continued to make good use of our invested capital to pursue their growth plans. Inevitably the impact of COVID-19 has continued to influence the UK economy, but the widespread rollout of vaccines in the UK has permitted at least a partial return to normal business activity. Our investment manager, Mercia, has continued to provide strategic support to the existing portfolio, while investment activity has also accelerated driven in part by our ability to invest alongside other Mercia funds.

Results and dividend

The unaudited net asset value (NAV) per share at 30 September 2021 was 69.2 pence (71.3 pence (audited) at 31 March 2021), and is stated after deducting both the final dividend of 1.5 pence per share and the second interim (special) dividend of 4.0 pence per share in respect of the 2020/21 financial year, which were paid in September 2021.

The return per share as shown in the income statement for the six months ended 30 September 2021 was 3.4 pence, compared with 12.8 pence in the corresponding period last year when our results reflected the initial strong phase of recovery from the depressed investment valuations of March 2020. Although the total return for the period was driven primarily by an increase in the directors’ valuations of unquoted investments, it should be noted that the successful AIM flotation of musicMagpie in April 2021 enabled us to sell half our shareholding for cash and so crystallise £7.6 million of the unrealised revaluation reserve shown in the 31 March 2021 balance sheet.

Investment income fell to £835,000 from £949,000 during the same period last year, reflecting the disposal of some income-yielding investments as the portfolio mix continued to pivot towards earlier stage venture capital arrangements, following the 2015 change to the definition of VCT qualifying assets.

After careful consideration, the board has declared an unchanged interim dividend for the year ending 31 March 2022 of 2.0 pence per share, which will be paid on 28 January 2022 to shareholders who are on the register on 7 January 2022. It remains our objective to pay a dividend at least equivalent to 5% of the opening NAV in each year.

Investment portfolio

While COVID-19 continues to provide challenges for some of our portfolio companies, the changes it has brought about in consumer habits and working practices have provided opportunities for others. The technology and software sub-sectors have remained broadly resilient throughout the pandemic and investments in these areas now represent around 30% by value of the portfolio.

After the challenges faced due to COVID-19 in the year to March 2021, investment activity in the six months to September 2021 moved ahead of pre-pandemic levels, with £2.8 million of funding provided to three new venture capital investments and £3.7 million of follow on capital invested into the existing portfolio. To put this in context, in the six months to September 2019 (ie pre-pandemic) we invested a total of £4.6 million in new and follow-on opportunities. It is pleasing to see the increased deployment rate, enabling us to support more growing businesses, which has been achieved while continuing to apply our usual demanding criteria in the appraisal of potential new investments.

We have continued to see a healthy level of exits from portfolio companies, maintaining the pattern established in the preceding year. As well as the AIM flotation of musicMagpie, which at flotation generated cash and quoted stock with a combined value of £17.1 million from an original investment of £1.5 million, there were partial exits from Oddbox in the period and Currentbody.com just after period end at valuations which respectively produced returns of over ten times and three times our investment cost. We have retained reduced holdings in all three companies, reflecting our manager’s confidence in their medium term prospects.

During the period we also made further progress in realising the company’s maturing portfolio of later-stage investments acquired under the pre-2015 VCT rules. The remaining such investments now represent less than 40% by value of the total venture capital portfolio.

Shareholder issues

The company’s cash position has remained strong, with the £12.2 million proceeds of our 2019/20 public share offer supplemented by successful investment realisations. Your directors did not seek to raise further capital in the 2020/21 tax year, a decision which we believe has been validated by events over the past 18 months. However as the economy continues to emerge from the pandemic we are beginning to see evidence of an upturn in demand for long-term growth capital for smaller companies in the UK. In order to have confidence in our capacity to address this demand for funding over the next two to three years, in July 2021 we announced our intention to launch a new share offer in the 2021/22 tax year in conjunction with the other Northern VCTs. It is expected that a prospectus containing further information will be published in January 2022.

A total of £1.4 million was received during the period through the issue of new shares under our dividend investment scheme. The company has maintained its policy of buying back its own shares in the market from time to time, at a discount of 5% to NAV. During the period, 1,177,026 shares were purchased for cancellation, for a total consideration of £795,000.

Investment manager

Following Mercia’s acquisition of NVM Private Equity’s VCT management business two years ago, the VCT investment team has been fully integrated into Mercia and our deal flow is benefiting from the strength of the wider Mercia network. The phased transition of administrative and company secretarial functions to Mercia is now in its final stages and is due to be completed by March 2022.

VCT qualifying status and legislation

The company has continued to meet the stringent qualifying conditions laid down by HM Revenue & Customs for maintaining its approval as a VCT. Our investment manager monitors the position closely and reports regularly to the board. Philip Hare & Associates LLP has continued to act as independent adviser to the company on VCT taxation matters.

The VCT scheme rules have been subject to significant legislative changes over the last five years and whilst there have been no further developments in 2021, it is possible that further changes will be made in the future. We will continue to work closely with our investment manager to maintain compliance with the scheme rules at all times.

Outlook

As the UK economy recovers from the pandemic, volatility remains and factors such as inflation and supply shortages will continue to test the resilience of the portfolio. We have been encouraged by the strength exhibited by the portfolio overall thus far and have confidence in its diversity moving forward. We expect that longer-lasting structural changes to behaviours such as working from home will continue to provide challenges and opportunities to our portfolio companies for the foreseeable future. The investment team at Mercia will continue to work with portfolio companies and to identify new opportunities to support the growth of early stage companies.

On behalf of the Board

David Gravells

Chairman

The unaudited half-yearly financial statements for the six months ended 30 September 2021 are set out

below.

INCOME STATEMENT

(unaudited) for the six months ended 30 September 2021

Six months ended

30 September 2021

Six months ended

30 September 2020

Revenue

£000

Capital

£000

Total

£000

Revenue

£000

Capital

£000

Total

£000

Gain on disposal of investments

-

1,194

1,194

-

332

332

Movements in fair value of investments

-

4,731

4,731

-

20,546

20,546

----------

----------

----------

----------

----------

----------

-

5,925

5,925

-

20,878

20,878

Income

835

-

835

949

-

949

Investment management fee

(274)

(822)

(1,096)

(204)

(611)

(815)

Other expenses

(222)

-

(222)

(191)

-

(191)

----------

----------

----------

----------

----------

----------

Return before tax

339

5,103

5,442

554

20,267

20,821

Tax on return

(33)

33

-

-

-

-

----------

----------

----------

----------

----------

----------

Return after tax

306

5,136

5,442

554

20,267

20,821

----------

----------

----------

----------

----------

----------

Return per share

0.2p

3.2p

3.4p

0.3p

12.5p

12.8p

Year ended 31 March 2021

Revenue

£000

Capital

£000

Total

£000

Gain on disposal of investments

-

8,998

8,998

Movements in fair value of investments

-

28,956

28,956

----------

----------

----------

-

37,954

37,954

Income

1,421

-

1,421

Investment management fee

(460)

(3,052)

(3,512)

Other expenses

(445)

-

(445)

----------

----------

----------

Return before tax

516

34,902

35,418

Tax on return

(83)

83

-

----------

----------

----------

Return after tax

433

34,985

35,418

----------

----------

----------

Return per share

0.3p

21.5p

21.8p

BALANCE SHEET

(unaudited) as at 30 September 2021

30 September 2021

£000

30 September 2020

£000

31 March 2021

£000

Fixed assets:

Investments



86,164



81,920



87,078

----------

----------

----------

Current assets:

Debtors

297

620

1,662

Cash and cash equivalents

26,349

22,369

28,567

----------

----------

----------

26,646

22,989

30,229

Creditors (amounts falling due

within one year)

(94)

(77)

(1,807)

----------

----------

----------

Net current assets

26,552

22,912

28,422

----------

----------

----------

Net assets

112,716

104,832

115,500

----------

----------

----------

Capital and reserves:

Called-up equity share capital

8,150

8,154

8,102

Share premium

21,490

19,753

20,175

Capital redemption reserve

570

418

511

Capital reserve

61,946

57,787

63,547

Revaluation reserve

19,434

17,780

22,343

Revenue reserve

1,126

940

822

----------

----------

----------

Total equity shareholders’ funds

112,716

104,832

115,500

----------

----------

----------

Net asset value per share

69.2p

64.3p

71.3p

STATEMENT OF CHANGES IN EQUITY

(unaudited) for the six months ended 30 September 2021

-----------------Non-distributable reserves-----------------

Distributable reserves

Total

Called up share

capital



Share

premium

Capital

redemption

reserve



Revaluation

reserve*



Capital

reserve



Revenue

reserve

£000

£000

£000

£000

£000

£000

£000

At 1 April 2021

8,102

20,175

511

22,343

63,547

822

115,500

Return after tax

-

-

-

(2,909)

8,047

304

5,442

Dividends paid

-

-

-

-

(8,855)

-

(8,855)

Net proceeds of share issues

107

1,315

-

-

-

-

1,422

Shares purchased for cancellation



(59)



-



59



-



(793)



-



(793)

----------

----------

----------

----------

----------

----------

----------

At 30 September 2021

8,150

21,490

570

19,434

61,946

1,126

112,716

----------

----------

----------

----------

----------

----------

----------

STATEMENT OF CHANGES IN EQUITY

(unaudited) for the six months ended 30 September 2020

-----------------Non-distributable reserves-----------------

Distributable reserves

Total

Called up share

capital



Share

premium

Capital

redemption

reserve



Revaluation

reserve*



Capital

reserve



Revenue

reserve

£000

£000

£000

£000

£000

£000

£000

At 1 April 2020

6,945

8,401

367

(2,993)

61,247

389

74,356

Return after tax

-

-

-

20,773

(503)

551

20,821

Dividends paid

-

-

-

-

(2,446)

-

(2,446)

Net proceeds of share issues

1,260

11,352

-

-

-

-

12,612

Shares purchased for cancellation



(51)



-



51



-



(511)



-



-

----------

----------

----------

----------

----------

----------

----------

At 30 September 2020

8,154

19,753

418

17,780

57,787

940

104,83

----------

----------

----------

----------

----------

----------

----------

STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2021

-----------------Non-distributable reserves-----------------

Distributable reserves

Total

Called up share

capital



Share

premium

Capital

redemption

reserve



Revaluation

reserve*



Capital

reserve



Revenue

reserve

£000

£000

£000

£000

£000

£000

£000

At 1 April 2020

6,945

8,401

367

(2,993)

61,247

389

74,356

Return after tax

-

-

-

25,336

9,649

433

35,418

Dividends paid

-

-

-

-

(5,690)

-

(5,690)

Net proceeds of share issues

1,301

11,774

-

-

-

-

13,075

Shares purchased

for cancellation

(144)

-

144

-

(1,659)

-

(1,659)

----------

----------

----------

----------

----------

----------

----------

At 31 March 2021

8,102

20,175

511

22,343

63,547

822

115,500

----------

----------

----------

----------

----------

----------

----------

*The revaluation reserve is generally non-distributable other than that part of the reserve relating to gains/losses on readily realisable quoted investments, which is distributable.

STATEMENT OF CASH FLOWS

(unaudited) for the six months ended 30 September 2021

Six months ended

Six months ended

Year ended

30 September 2021

30 September 2020

31 March 2021

£000

£000

£000

Cash flows from operating activities:

Return before tax

5,442

20,821

35,418

Adjustments for:

Gain on disposal of investments

(1,194)

(332)

(8,998)

Movement in fair value of investments

(4,731)

(20,546)

(28,956)

Decrease/(increase) in debtors

1,365

(541)

(460)

(Decrease)/increase in creditors

(1,713)

(42)

1,690

----------

----------

----------

Net cash outflow from operating activities

(831)

(640)

(1,306)

----------

----------

----------

Cash flows from investing activities:

Purchase of investments

(7,547)

(3,432)

(9,973)

Sale/repayment of investments

14,386

1,583

18,917

----------

----------

----------

Net cash inflow/(outflow) from investing activities

6,839

(1,849)

8,944

----------

----------

----------

Cash flows from financing activities:

Issue of ordinary shares

1,430

12,914

13,427

Share issue expenses

(8)

(302)

(352)

Purchase of ordinary shares for cancellation

(793)

(511)

(1,659)

Equity dividends paid

(8,855)

(2,446)

(5,690)

----------

----------

----------

Net cash (outflow)/inflow from financing activities

(8,226)

9,655

5,726

----------

----------

----------

Net (decrease)/increase in cash and cash equivalents

(2,218)

7,166

13,364

Cash and cash equivalents at beginning of period

28,567

15,203

15,203

----------

----------

----------

Cash and cash equivalents at end of period

26,349

22,369

28,567

----------

----------

----------

INVESTMENT PORTFOLIO SUMMARY

as at 30 September 2021

Cost

£000

Valuation

£000

% of net assets

by valuation

Fifteen largest venture capital investments:

musicMagpie*

222

7,093

6.3

Lineup Systems

975

5,970

5.3

Currentbody.com

1,867

5,325

4.7

Oddbox

355

3,879

3.4

SHE Software Group

2,195

3,670

3.3

Intelling Group

1,142

3,272

2.9

GRIP-UK (t.a The Climbing Hangar)

3,213

3,213

2.9

Volumatic Holdings

216

2,796

2.5

Buoyant Upholstery

1,057

2,500

2.2

Clarilis

1,828

2,366

2.1

Life’s Great Group (t.a. Mojo Mortgages)

1,441

2,231

2.0

Biological Preparations Group

2,166

2,008

1.8

Newcells Biotech

1,612

1,925

1.7

Rockar

1,693

1,848

1.6

Tutora (t.a Tutorful)

1,843

1,833

1.5

----------

----------

-------

Fifteen largest venture capital investments

21,825

49,929

44.2

Other venture capital investments

37,013

26,470

23.5

----------

----------

-------

Total venture capital investments

58,838

76,399

67.7

Listed equity investments

6,474

8,406

7.5

Listed interest-bearing investments

1,427

1,359

1.2

----------

----------

-------

Total fixed asset investments

66,739

86,164

76.4

----------

Net current assets

26,552

23.6

----------

-------

Net assets

112,716

100.0

----------

-------

*Quoted on AIM

RISK MANAGEMENT

The board carries out a regular and robust assessment of the risk environment in which the company operates and seeks to identify new risks as they emerge. The principal and emerging risks and uncertainties identified by the board which might affect the company’s business model and future performance, and the steps taken with a view to their mitigation, are as follows:

Investment and liquidity risk: investment in smaller and unquoted companies, such as those in which the company invests, involves a higher degree of risk than investment in larger listed companies because they generally have limited product lines, markets and financial resources and may be more dependent on key individuals. The securities of smaller companies in which the company invests are typically unlisted, making them illiquid, and this may cause difficulties in valuing and disposing of the securities. The company may invest in businesses whose shares are quoted on AIM – the fact that a share is quoted on AIM does not mean that it can be readily traded and the spread between the buying and selling prices of such shares may be wide. Mitigation: the directors aim to limit the risk attaching to the portfolio as a whole by careful selection, close monitoring and timely realisation of investments, by carrying out rigorous due diligence procedures and maintaining a wide spread of holdings in terms of financing stage and industry sector, within the rules of the VCT scheme. The board reviews the investment portfolio with the manager on a regular basis.

Financial risk: most of the company’s investments involve a medium to long-term commitment and many are illiquid. Mitigation: the directors consider that it is inappropriate to finance the company’s activities through borrowing except on an occasional short-term basis. Accordingly they seek to maintain a proportion of the company’s assets in cash or cash equivalents in order to be in a position to pursue new unquoted investment opportunities and to make follow-on investments in existing portfolio companies. The company has very little direct exposure to foreign currency risk and does not enter into derivative transactions.

Economic risk: events such as economic recession or general fluctuation in stock markets, exchange rates and interest rates may affect the valuation of investee companies and their ability to access adequate financial resources, as well as affecting the company’s own share price and discount to net asset value. The level of economic risk has been elevated by the COVID-19 pandemic which caused a global recession during 2020. Mitigation: the company invests in a diversified portfolio of investments spanning various industry sectors, and maintains sufficient cash reserves to be able to provide additional funding to investee companies where it is appropriate and in the interests of the company to do so. The manager typically provides an investment executive to actively support the board of each unquoted investee company. At all times, and particularly during periods of heightened economic uncertainty, the investment executives share best practice from across the portfolio with investee management teams in order to mitigate economic risk.

Brexit risk: the UK withdrew from the European Union (EU) on 31 January 2020. The impact on the future business environment in the UK remains difficult to predict. Mitigation: whilst we do not expect that Brexit will have a significant impact on the operations of Northern 2 VCT itself, the board and the manager follow Brexit developments closely with a view to identifying changes which might affect the company’s investment portfolio. The manager works closely with investee companies in order to plan for a range of possible outcomes.

Stock market risk: some of the company’s investments are quoted on the London Stock Exchange or AIM and will be subject to market fluctuations upwards and downwards. External factors such as terrorist activity or global health crises, such as the COVID-19 pandemic, can negatively impact stock markets worldwide. In times of adverse sentiment there may be very little, if any, market demand for shares in smaller companies quoted on AIM. Mitigation: the company’s quoted investments are actively managed by specialist managers, including Mercia in the case of the AIM-quoted investments, and the board keeps the portfolio and the actions taken under ongoing review.

Credit risk: the company holds a number of financial instruments and cash deposits and is dependent on the counterparties discharging their commitment. Mitigation: the directors review the creditworthiness of the counterparties to these instruments and cash deposits and seek to ensure there is no undue concentration of credit risk with any one party.

Legislative and regulatory risk: in order to maintain its approval as a VCT, the company is required to comply with current VCT legislation in the UK. Changes to the UK legislation in the future could have an adverse effect on the company’s ability to achieve satisfactory investment returns whilst retaining its VCT approval. Mitigation: the board and the manager monitor political developments and where appropriate seek to make representations either directly or through relevant trade bodies.

Internal control risk: the company’s assets could be at risk in the absence of an appropriate internal control regime which is able to operate effectively even during times of disruption, such as that caused by COVID-19. Mitigation: the board regularly reviews the system of internal controls, both financial and non-financial, operated by the company and the manager. These include controls designed to ensure that the company’s assets are safeguarded and that proper accounting records are maintained.

VCT qualifying status risk: while it is the intention of the directors that the company will be managed so as to continue to qualify as a VCT, there can be no guarantee that this status will be maintained. A failure to continue meeting the qualifying requirements could result in the loss of VCT tax relief, the company losing its exemption from corporation tax on capital gains, to shareholders being liable to pay income tax on dividends received from the company and, in certain circumstances, to shareholders being required to repay the initial income tax relief on their investment. Mitigation: the investment manager keeps the company’s VCT qualifying status under continual review and its reports are reviewed by the board on a quarterly basis. The board has also retained Philip Hare & Associates LLP to undertake an independent VCT status monitoring role.

OTHER MATTERS

The unaudited half-yearly financial statements for the six months ended 30 September 2021 do not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006, have not been reviewed or audited by the company’s independent auditor and have not been delivered to the Registrar of Companies. The comparative figures for the year ended 31 March 2021 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies. The auditor’s report on those financial statements (i) was unqualified, (ii) did not include any reference to matters to which the auditor drew attention by way of emphasis without qualifying the report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The half-yearly financial statements have been prepared on the basis of the accounting policies set out in the annual financial statements for the year ended 31 March 2021.

Each of the directors confirms that to the best of his or her knowledge the half-yearly financial statements have been prepared in accordance with the Statement “Half-yearly financial reports” issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by (a) DTR 4.2.7R of the Disclosure Rules and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year 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 year, and (b) DTR 4.2.8R of the Disclosure Rules and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so.

The directors of the company at the date of this statement were Mr D P A Gravells (Chairman), Mr A M Conn, Mr S P Devonshire, Miss C A McAnulty and Mr F L G Neale.

The calculation of the revenue and capital return per share is based on the return after tax for the period and on 161,752,757 (2020: 162,912,035) ordinary shares, being the weighted average number of shares in issue during the period.

The calculation of the net asset value per share is based on the net assets at 30 September 2021 divided by the 162,993,971 (2020: 163,071,097) ordinary shares in issue at that date.

The interim dividend of 2.0 pence per share for the year ending 31 March 2022 will be paid on 28 January 2022 to shareholders on the register at the close of business on 7 January 2022.

A copy of the half-yearly financial report for the six months ended 30 September 2021 will be available on the Mercia Asset Management PLC website.

Neither the contents of the NVM Private Equity LLP or the Mercia Asset Management PLC website, nor the contents of any website accessible from hyperlinks on the NVM Private Equity LLP or Mercia Asset Management PLC website (or any other website), are incorporated into, or forms part of, this announcement.


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