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Kings Arms Yard VCT PLC: Half-yearly Financial Report

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Kings Arms Yard VCT PLC

LEI Code 213800DK8H27QY3J5R45

As required by the UK Listing Authority's Disclosure Guidance and Transparency Rule 4.2, Kings Arms Yard VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 30 June 2021. This announcement was approved by the Board of Directors on 17 September 2021.

The full Half-yearly Financial Report (which is unaudited) for the period to 30 June 2021, will shortly be sent to shareholders and will be available on the Albion Capital Group LLP website by clicking www.albion.capital/funds/KAY/30Jun2021.pdf.

Investment policy

Kings Arms Yard VCT PLC is a Venture Capital Trust and the investment policy is intended to produce a regular and predictable dividend stream with an appreciation in capital value.

The Company will invest in a broad portfolio of higher growth businesses across a variety of sectors of the UK economy including higher risk technology companies. Allocation of assets will be determined by the investment opportunities which become available but efforts will be made to ensure that the portfolio is diversified both in terms of sector and stage of maturity of company.

Funds held pending investment or for liquidity purposes are held as cash on deposit or similar instruments with banks or other financial institutions with high credit ratings assigned by international credit rating agencies.

Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within venture capital trust qualifying industry sectors using a mixture of securities. The maximum amount which the Company will invest in a single portfolio company is 15 per cent. of the Company’s assets at cost, thus ensuring a spread of investment risk. The value of an individual investment may increase over time as a result of trading progress and it is possible that it may grow in value to a point where it represents a significantly higher proportion of total assets prior to a realisation opportunity being available.

The Company’s maximum exposure in relation to gearing is restricted to the amount equal to its adjusted capital and reserves.

Financial calendar

Record date for second interim dividend and special dividend

1 October 2021

Payment date of second interim dividend and special dividend

29 October 2021

Financial year end

31 December

Financial highlights

Unaudited
six months ended
30 June 2021

Unaudited
six months ended
30 June 2020

Audited
year ended
31 December 2020

(pence per share)

(pence per share)

(pence per share)

Opening net asset value

21.84

22.02

22.02

Capital return/(loss)

3.00

(1.31)

0.59

Revenue (loss)/return

(0.03)

0.15

0.32

Total return/(loss)

2.97

(1.16)

0.91

Dividends paid

(0.60)

(0.60)

(1.11)

Impact from share capital movements

(0.22)

0.04

0.02

Net asset value

23.99

20.30

21.84


Shareholder return and shareholder value

(pence per share)

Shareholder value from launch to 1 January 2011:

Subscription price per share at launch

100.00

Total dividends paid to 1 January 2011

58.66

Decrease in net asset value

(83.40)

Total shareholder value to 1 January 2011

75.26

Shareholder return from 1 January 2011 to 30 June 2021 (period that Albion Capital has been investment manager):

Total dividends paid

10.78

Increase in net asset value

7.39

Total shareholder return from 1 January 2011 to 30 June 2021

18.17

Shareholder value since launch:

Total dividends paid to 30 June 2021

69.44

Net asset value as at 30 June 2021

23.99

Total shareholder value as at 30 June 2021

93.43

The Directors have declared a second dividend of 0.60 pence per share for the year ending 31 December 2021, which will be paid on 29 October 2021 to shareholders on the register on 1 October 2021. The Board has also declared a special dividend of 1.14 pence per share, also payable on 29 October 2021 to shareholders on the register on 1 October 2021. Further details can be found in the Interim management report below.

The above financial summary is for the Company, Kings Arms Yard VCT PLC only. Details of the financial performance of the various Quester, SPARK and Kings Arms Yard VCT 2 PLC companies, which have been merged into the Company, can be found at www.albion.capital/funds/KAY under the ‘Financial summary for previous funds’ section.

Interim management report

Introduction

The Company has had a strong six months to 30 June 2021, with a total return of 2.97 pence per share, and the net asset value (“NAV”) increasing to 23.99 pence per share, representing a 13.6% return on opening NAV (after adjusting for the dividend paid). Despite the challenging period for many companies as a result of the Coronavirus pandemic, our portfolio companies are truly showing how valuable their businesses are to their customers and this has been reflected by the strong return for the period.

Portfolio review
Total gain on investments for the six month period was £14.4 million (30 June 2020: loss of £4.3 million). Hugely successful externally led fundraisings for Quantexa (Series D) and Oviva (Series C) resulted in a combined uplift of £6.0 million to the portfolio. In addition to this, Proveca continues to trade well both within the UK and the EU resulting in an uplift in valuation of £1.3 million. In addition, one of our portfolio companies, Arecor Therapeutics, listed on the AIM stock exchange during the period and led to an increase in value of £0.3 million. It is very reassuring and pleasing to see many of our portfolio companies trading strongly as we navigate out of the pandemic.

There have been write-downs in our portfolio, the largest being Avora (£0.3 million) and Abcodia (£0.3 million), both due to growth slower than hoped.

There have also been a number of successful exits during the period which generated proceeds of £19.8 million. The bulk of the exit proceeds came from the sale of the Company’s three care homes for the elderly; Active Lives Care, Ryefield Court Care, and Shinfield Lodge Care. The first investments in the homes were made over 5 years ago and the sale generated proceeds of £14.7 million which represents a 2.4x return on cost (including interest received), an excellent result for the Company. The homes were built from nothing (greenfield sites) into mature businesses. During the period, the Company also completed the sale of OmPrompt Holdings and Perpetuum generating proceeds of £3.2 million and £1.4 million respectively. Since the period end, the Company has sold its holdings in Elateral and Antenova.

Further details of the portfolio of investments and investment realisations can be found below.

Dividends and results
In line with our dividend policy targeting around 5% of NAV per annum the Company paid a dividend of 0.60 pence per share during the period to 30 June 2021 (30 June 2020: 0.60 pence per share). The Company will pay a second dividend for the financial year ending 31 December 2021 of 0.60 pence per share on 29 October 2021 to shareholders on the register on 1 October 2021, being 2.5% of the 30 June 2021 NAV.

As a result of the significant disposals, in particular the care homes, made by the Company during the period the Board are pleased to declare a special dividend of 1.14 pence per share. This will be paid alongside the second interim dividend on 29 October 2021 to shareholders on the register on 1 October 2021.

This will bring the total dividends paid for the year ending 31 December 2021 to 2.34 pence per share, which equates to a 10.7% yield on the opening NAV of 21.84 pence per share.

Dividend Reinvestment Scheme (“DRIS”)
The Company continues to offer a DRIS whereby shareholders can elect to receive dividends in the form of new shares. For shareholders not currently in the DRIS, the Company is offering shareholders the option to elect for a one-off sign up to have this combined special dividend and second interim dividend reinvested into new shares through the DRIS. Shareholders can take advantage of this by emailing KAYchair@albion.capital before midday on 14 October 2021. To elect for the reinvestment, please ensure your email contains your full name, Shareholder Reference Number, telephone number and confirms you have read the DRIS terms and conditions. Shareholders can also elect for the DRIS by logging into their account at www.investorcentre.co.uk. Please note that shareholders who hold their shares in CREST will need to contact their CREST service provider.

By re-investing the combined special dividend and second interim dividend in the capital of the Company, shareholders would be expected to broadly maintain the level of relative income they have been receiving from the Company under the variable dividend policy. The terms and conditions for the DRIS can be found on the Company’s webpage on the Manager’s website at www.albion.capital/funds/KAY under the Fund reports section.

Investment activity
During the period the Company has invested £5.0 million into new and existing portfolio companies, with new investments comprising:

  • £0.9 million (Albion VCTs: £6.8 million) in Threadneedle Software Holdings Limited (trading as Solidatus), a provider of data lineage software to enterprise customers in regulated sectors, which allows them to rapidly discover, visualise, catalogue and understand how data flows through their systems;

  • £0.8 million (Albion VCTs: £3.9 million) in Gravitee Topco Limited (trading as Gravitee.io), an API management platform;

  • £0.8 million (Albion VCTs: £3.6 million) in NuvoAir AB, a provider of digital therapeutics and decentralised clinical trials for respiratory conditions;

  • £0.6 million (Albion VCTs: £2.4 million) in Brytlyt Limited, a GPU database software provider; and

  • £0.3 million (Albion VCTs: £1.5 million) in Accelex Technology Limited (trading as Accelex), a provider of data extraction and analytics technology for private capital markets.

A further £1.6 million was invested in existing portfolio companies, the largest being £0.6 million into uMotif, a patient engagement and data capture platform for use in real world and observational research, and £0.5 million into Healios to continue providing psychological care to children and adolescents using a family centric approach.

The pie chart at the end of this announcement illustrates the composition of the portfolio by industry sector as at 30 June 2021.

Cancellation of share premium and capital redemption reserve
Given the current amount of distributable reserves and the announcement of the special dividend to be paid on 29 October 2021, by way of a General Meeting, the Board is proposing a special resolution to increase the Company’s distributable reserves through a reduction of the Company’s share premium account and capital redemption reserve, subject to shareholder approval and confirmation by the Court. This procedure is relatively common amongst investment companies, and the proposed resolution would create additional distributable reserves of approximately £60 million.

It is the Board’s policy to pay regular dividends to shareholders as the Directors believe that this is a key source of shareholder value. The Company also has a policy of buying back its own shares for cancellation or for holding as treasury shares, when such purposes are considered to be to the advantage of the Company and shareholders as a whole. The additional distributable reserves will facilitate those objectives.

The General Meeting will be held at noon on 25 November 2021 at the Company’s registered office, 1 Benjamin Street, London, EC1M 5QL. The General Meeting will be live streamed for shareholders and registration details will be available at www.albion.capital/funds/KAY prior to the Meeting.

The Board has carefully considered the business to be approved at the General Meeting and recommends shareholders to vote in favour of the resolution which will be proposed.

Further details of the General Meeting can be found in the Circular accompanying this Half-yearly Financial Report.

Share buy-backs
It remains the Board’s primary objective to maintain sufficient resources for investment in new and existing portfolio companies and for the continued payment of dividends to shareholders. The Board’s policy is to buy-back shares in the market, subject to the overall constraint that such purchases are in the Company’s interest. It is the Board’s intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit. The Board continues to review the use of buy-backs and is satisfied that it is an important means of providing market liquidity for shareholders.

Transactions with the Manager
Details of transactions with the Manager for the reporting period can be found in note 4. Details of related party transactions can be found in note 10.

Risks and uncertainties
The longer term implications of the Covid-19 crisis is the key risk facing the Company, including its impact on the UK and Global economies. The risk of potential implications of the UK’s departure from the European Union adversely affecting our underlying portfolio companies appears to be reducing. The Manager is continually assessing the exposure to such risks for each portfolio company, and where possible appropriate mitigating actions are being taken.

Other risks and uncertainties are detailed in note 12 below.

Albion VCTs Top Up Offers 2020/21
As announced in the Annual Report and Financial Statements for the year ended 31 December 2020, the Board was pleased to close the 2020/21 Offer fully subscribed having raised £15 million.

The proceeds are being used to provide support to our existing portfolio companies and to enable us to take advantage of new and exciting investment opportunities as they arise, five of which are detailed above. Details on the share allotments during the period can be found in note 8.

Shareholder seminar
The Board is pleased to report that the current intention of the Manager, Albion Capital, is to host a physical rather than virtual shareholder seminar this year on 12 November 2021, in central London with the venue to be confirmed. This will be dependent on government guidelines and any changes thereof, and we will keep shareholders informed as the date approaches. The Board and Manager are keen to interact with shareholders and look forward to sharing with you further portfolio updates, as well as answering any questions.

More details will shortly be available on the Albion Capital website: www.albion.capital.

Prospects
The Board is extremely encouraged by the performance of the portfolio as a whole and the prospects for its portfolio companies. The dynamic pipeline of new investments is strong, demonstrated by the number of new investments in the past six months, and despite a clear shift to digital adoption, valuation will remain important. We therefore believe that the Company’s portfolio continues to have the potential to deliver attractive returns to shareholders over the long term.

Fiona Wollocombe
Chairman
17 September 2021

Responsibility statement

The Directors, Fiona Wollocombe, Thomas Chambers and Martin Fiennes, are responsible for preparing the Half-yearly Financial Report. In preparing these condensed Financial Statements for the period to 30 June 2021 we, the Directors of the Company, confirm that to the best of our knowledge:

(a) the condensed set of Financial Statements, which has been prepared in accordance with Financial Reporting Standard 104 “Interim Financial Reporting”, gives a true and fair view of the assets, liabilities, financial position and profit and loss of the Company as required by DTR 4.2.4R;

(b) the Interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

(c) the Interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein).

This Half-yearly Financial Report has not been audited or reviewed by the Auditor.

For and on behalf of the Board

Fiona Wollocombe
Chairman
17 September 2021

Portfolio of investments

As at 30 June 2021

Fixed asset investments

% voting rights

Cost(1)
£’000

Cumulative movement
in value
£’000

Value
£’000

Change in
value for the period(2)
£’000

Proveca Limited

15.1

2,259

7,276

9,535

1,342

Quantexa Limited

1.4

1,329

7,771

9,100

4,800

Egress Software Technologies Limited

4.8

1,644

4,074

5,718

366

Antenova Limited

28.7

1,733

3,517

5,250

2,802

Chonais River Hydro Limited

6.5

2,428

853

3,281

(7)

Oviva AG

1.9

659

1,415

2,074

1,231

MyMeds&Me Limited

15.4

1,459

430

1,889

501

The Street by Street Solar Programme Limited

10.0

1,040

785

1,825

(140)

Sift Limited

42.1

2,291

(569)

1,722

537

Phrasee Limited

2.8

648

1,041

1,689

815

Black Swan Data Limited

4.5

1,293

310

1,603

649

Regenerco Renewable Energy Limited

9.8

988

585

1,573

(110)

Academia Inc.

2.8

351

1,172

1,523

566

Alto Prodotto Wind Limited

11.1

829

515

1,344

(69)

The Evewell Group Limited

3.4

671

629

1,300

460

Healios Limited

2.6

684

416

1,100

(54)

Dragon Hydro Limited

17.2

655

419

1,074

(12)

uMotif Limited

3.7

979

47

1,026

-

Threadneedle Software Holdings Limited (T/A Solidatus)

1.5

917

-

917

-

Gravitee Topco Limited (T/A Gravitee.io)

3.8

833

-

833

-

Gharagain River Hydro Limited

5.0

620

180

800

(2)

NuvoAir AB

2.5

763

-

763

-

Panaseer Limited

1.4

510

243

753

(14)

Symetrica Limited

3.7

685

19

704

-

Cantab Research Limited (T/A Speechmatics)

1.1

460

227

687

227

AVESI Limited

14.8

484

157

641

(62)

Arecor Therapeutics PLC (previously Arecor Limited)

0.9

304

266

570

267

Brytlyt Limited

3.4

566

-

566

-

MPP Global Solutions Limited

1.7

550

-

550

-

Convertr Media Limited

3.0

482

17

499

2

Elliptic Enterprises Limited

0.6

488

9

497

9

Beddlestead Limited

5.1

606

(150)

456

55

Limitless Technology Limited

1.4

383

38

421

-

Seldon Technologies Limited

2.1

418

-

418

-

Greenenerco Limited

8.6

244

156

400

(20)

Locum’s Nest Limited

3.6

375

23

398

46

Koru Kids Limited

1.6

345

36

381

-

Aridhia Informatics Limited

2.1

409

(36)

373

73

InCrowd Sports Limited

2.1

272

98

370

103

The Voucher Market Limited (T/A WeGift)

0.9

361

-

361

-

Elateral Group Limited

47.9

5,488

(5,138)

350

(57)

Accelex Technology Limited (T/A Accelex)

3.6

323

-

323

-

Innovation Broking Group Limited

4.5

45

278

323

186

Concirrus Limited

0.6

308

-

308

-

Imandra Inc.

1.0

91

187

278

187

Cisiv Limited

3.1

278

(11)

267

88

Celoxica Holdings plc

4.4

513

(255)

258

-

Anthropics Technology Limited

13.8

19

214

233

(110)

Xperiome Limited (previously Raremark)

2.4

322

(121)

201

(176)

Avora Limited

2.8

510

(317)

193

(317)

Credit Kudos Limited

0.9

185

-

185

-

TransFICC Limited

1.0

156

-

156

-

uMedeor Limited (T/A uMed)

1.4

152

-

152

-

Erin Solar Limited

5.7

160

(31)

129

(9)

Zift Channel Solutions Inc.

0.6

321

(231)

90

31

Harvest AD Limited(i)

-

70

(1)

69

(2)

Sandcroft Avenue Limited (T/A Hussle)

5.1

1,026

(967)

59

(81)

Xention Limited

10.6

38

(28)

10

-

Abcodia Limited

4.3

761

(755)

6

(280)

Forward Clinical Limited (T/A Pando)

1.5

184

(179)

5

(46)

Other holdings (3 companies)

2

1

3

-

Mirada Medical Limited

1.8

390

(390)

-

(192)

Total fixed asset investments

44,357

24,225

68,582

13,583

(1) Amounts shown as cost represent the acquisition cost in the case of investments originally made by the Company and/or the valuation attributed to the investments acquired from Quester VCT 2 plc and Quester VCT 3 plc at the date of the merger in 2005, and those acquired from Kings Arms Yard VCT 2 PLC at the merger on 30 September 2011, plus any subsequent acquisition costs, as reduced in certain cases by amounts written off as representing an impairment value.


(2) The column shows the movement in the period from the opening balance as at 1 January 2021 to the closing balance as at 30 June 2021 after adjustments for additions and disposals.


(i) Early stage investment of convertible loan stock.

Realisations in the period to 30 June 2021

Cost
£’000

Opening
carrying value
£’000

Disposal proceeds
£’000



Realised gain/(loss) on cost
£’000

Gain/(loss) on opening or acquired value
£’000

Disposals:

Active Lives Care Limited

4,395

7,971

7,839

3,444

(132)

Ryefield Court Care Limited

3,070

5,814

5,753

2,683

(61)

OmPrompt Holdings Limited

1,377

3,049

3,152

1,775

103

Perpetuum Limited

3,136

1,254

1,413

(1,723)

159

Shinfield Lodge Care Limited

535

1,162

1,138

603

(24)

SBD Automotive Limited

173

361

360

187

(1)

Loan stock repayments and other:

Alto Prodotto Wind Limited

27

40

40

13

-

Sift Limited

16

16

16

-

-

Greenenerco Limited

7

11

11

4

-

Escrow adjustments and other*

23

2

102

79

100

Total

12,759

19,680

19,824

7,065

144

*These comprise fair value movements on deferred consideration on previously disposed investments, release of the G. Network Communications discount which is treated as a financing transaction, and expenses which are incidental to the purchase or disposal of an investment.

Total change in value of investments for the period

13,583

Movement in loan stock accrued interest

628

Unrealised gains on fixed asset investments sub-total

14,211

Realised gains in current period

144

Total gains on investments as per Income statement

14,355

Condensed income statement

Unaudited
six months ended
30 June 2021

Unaudited
six months ended
30 June 2020

Audited
year ended
31 December 2020

Note

Revenue
£’000

Capital
£’000

Total
£’000

Revenue
£’000

Capital
£’000

Total
£’000

Revenue
£’000

Capital
£’000

Total
£’000

Gains/(losses) on investments

2

-

14,355

14,355

-

(4,286)

(4,286)

-

3,333



3,333

Investment income

3

646

-

646

917

-

917

1,922

-

1,922

Investment management fee

4

(225)

(675)

(900)

(185)

(554)

(739)

(377)

(1,132)

(1,509)

Performance incentive fee

4

(353)

(1,058)

(1,411)

-

-

-

-

-

-

Other expenses

(203)

-

(203)

(182)

-

(182)

(362)

-

(362)

Profit/(loss) on ordinary activities before tax

(135)

12,622

12,487

550

(4,840)

(4,290)

1,183

2,201

3,384

Tax on ordinary activities

-

-

-

-

-

-

-

-

-

Profit/(loss) and total comprehensive income attributable to shareholders

(135)

12,622

12,487

550

(4,840)

(4,290)

1,183

2,201

3,384

Basic and diluted return/(loss) per share (pence)*

6

(0.03)

3.00

2.97

0.15

(1.31)

(1.16)

0.32

0.59

0.91

*adjusted for treasury shares

The accompanying notes below form an integral part of this Half-yearly Financial Report.

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2020 and the audited statutory accounts for the year ended 31 December 2020.

The total column of this Condensed income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies’ Statement of Recommended Practice.

Condensed balance sheet

Note

Unaudited
30 June 2021
£’000

Unaudited
30 June 2020
£’000

Audited
31 December 2020
£’000



Fixed asset investments

68,582

61,160

69,652

Current assets

Trade and other receivables

1,569

105

1,293

Cash and cash equivalents

37,739

15,554

11,266

39,308

15,659

12,559

Total assets

107,890

76,819

82,211

Payables: amounts falling due within one year

Trade and other payables

(2,291)

(461)

(502)

Total assets less current liabilities

105,599

76,358

81,709

Equity attributable to equity holders

Called-up share capital

7

5,051

4,333

4,346

Share premium

59,774

45,253

45,481

Capital redemption reserve

11

11

11

Unrealised capital reserve

24,076

10,387

16,786

Realised capital reserve

14,654

8,680

9,322

Other distributable reserve

2,033

7,694

5,763

Total equity shareholders’ funds

105,599

76,358

81,709

Basic and diluted net asset value per share (pence)*

23.99

20.30

21.84

*excluding treasury shares

The accompanying notes below form an integral part of this Half-yearly Financial Report.

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2020 and the audited statutory accounts for the year ended 31 December 2020.

The Financial Statements were approved by the Board of Directors, and authorised for issue on 17 September 2021 and were signed on its behalf by

Fiona Wollocombe

Chairman

Company number: 03139019
Condensed statement of changes in equity

Called-up share
capital

Share premium

Capital redemption reserve

Unrealised capital reserve

Realised capital reserve*

Other distributable reserve*

Total

£’000

£’000

£’000

£’000

£’000

£’000

£’000

At 1 January 2021

4,346

45,481

11

16,786

9,322

5,763

81,709

Profit/(loss) and total comprehensive income for the period

-

-

-

14,211

(1,589)

(135)

12,487

Transfer of previously unrealised gains on disposal of investments

-

-

-

(6,921)

6,921

-

-

Purchase of own shares for treasury

-

-

-

-

-

(939)

(939)

Issue of equity

705

14,671

-

-

-

-

15,376

Cost of issue of equity

-

(378)

-

-

-

-

(378)

Dividends paid

-

-

-

-

-

(2,656)

(2,656)

At 30 June 2021

5,051

59,774

11

24,076

14,654

2,033

105,599

At 1 January 2020

3,883

35,825

11

14,707

9,200

9,830

73,456

(Loss)/profit and total comprehensive income for the period

-

-

-

(4,305)

(535)

550

(4,290)

Transfer of previously unrealised gains on disposal of investments

-

-

-

(15)

15

-

-

Purchase of own shares for treasury

-

-

-

-

-

(447)

(447)

Issue of equity

450

9,662

-

-

-

-

10,112

Cost of issue of equity

-

(234)

-

-

-

-

(234)

Dividends paid

-

-

-

-

-

(2,239)

(2,239)

At 30 June 2020

4,333

45,253

11

10,387

8,680

7,694

76,358

At 1 January 2020

3,883

35,825

11

14,707

9,200

9,830

73,456

Profit/(loss) and total comprehensive income for the period

-

-

-

3,013

(812)

1,183

3,384

Transfer of previously unrealised gains on disposal of investments

-

-

-

(934)

934

-

-

Purchase of own shares for treasury

-

-

-

-

-

(1,100)

(1,100)

Issue of equity

462

9,892

-

-

-

-

10,354

Cost of issue of equity

-

(236)

-

-

-

-

(236)

Dividends paid

-

-

-

-

-

(4,150)

(4,150)

At 31 December 2020

4,346

45,481

11

16,786

9,322

5,763

81,709

*The total distributable reserves are £16,687,000 (30 June 2020: £16,374,000; 31 December 2020: £15,085,000).

The accompanying notes below form an integral part of this Half-yearly Financial Report.

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2020 and the audited statutory accounts for the year ended 31 December 2020.

Condensed statement of cash flows

Unaudited
six months ended
30 June 2021
£’000

Unaudited
six months ended
30 June 2020
£’000

Audited
year ended
31 December 2020
£’000

Cash flow from operating activities

Investment income received

1,248

656

1,467

Deposit interest received

1

25

25

Dividend income received

25

49

220

Investment management fee paid

(796)

(745)

(1,499)

Other cash payments

(242)

(198)

(359)

UK corporation tax paid

-

-

-

Net cash flow from operating activities

236

(213)

(146)

Cash flow from investing activities

Purchase of fixed asset investments

(5,026)

(1,363)

(3,990)

Disposal of fixed asset investments

19,562

60

639

Net cash flow from investing activities

14,536

(1,303)

(3,351)

Cash flow from financing activities

Issue of share capital

14,627

9,588

9,588

Cost of issue of equity

(18)

(2)

(4)

Purchase of own shares (including costs)

(640)

(447)

(1,100)

Equity dividends paid*

(2,268)

(1,936)

(3,588)

Net cash flow from financing activities

11,701

7,203

4,896

Increase in cash and cash equivalents

26,473

5,687

1,399

Cash and cash equivalents at start of period

11,266

9,867

9,867

Cash and cash equivalents at end of period

37,739

15,554

11,266

* The equity dividends paid shown in the cash flow are different to the dividends disclosed in note 5 as a result of the non-cash effect of the Dividend Reinvestment Scheme.

The accompanying notes below form an integral part of this Half-yearly Financial Report.

Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 30 June 2020 and the audited statutory accounts for the year ended 31 December 2020.

Notes to the condensed Financial Statements

1. Accounting policies

Basis of accounting
The condensed Financial Statements have been prepared in accordance with applicable United Kingdom law and accounting standards, including Financial Reporting Standard 102 (“FRS 102”), Financial Reporting Standard 104 – Interim Financial Reporting (“FRS 104”), and with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”) issued by The Association of Investment Companies (“AIC”). The Financial Statements have been prepared on a going concern basis.

The preparation of the Financial Statements requires management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The most critical estimates and judgements relate to the determination of carrying value of investments at fair value through profit and loss (“FVTPL”) in accordance with FRS 102 sections 11 and 12. The Company values investments by following the International Private Equity and Venture Capital Valuation (“IPEV”) Guidelines as updated in 2018 and further detail on the valuation techniques used are outlined below.

Company information can be found on page 2 of the Half-yearly Financial Report.

Fixed asset investments
The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital growth. This portfolio of financial assets is managed and its performance evaluated on a fair value basis, in accordance with a documented investment policy, and information about the portfolio is provided internally on that basis to the Board.

In accordance with the requirements of FRS 102, those undertakings in which the Company holds more than 20% of the equity as part of an investment portfolio are not accounted for using the equity method. In these circumstances the investment is measured at FVTPL.

Upon initial recognition (using trade date accounting) investments, including loan stock, are designated by the Company as FVTPL and are included at their initial fair value, which is cost (excluding expenses incidental to the acquisition which are written off to the Income statement).

Subsequently, the investments are valued at ‘fair value’, which is measured as follows:

  • Investments listed on recognised exchanges are valued at their bid prices at the end of the accounting period or otherwise at fair value based on published price quotations.

  • Unquoted investments, where there is not an active market, are valued using an appropriate valuation technique in accordance with the IPEV Guidelines. Indicators of fair value are derived using established methodologies including earnings multiples, revenue multiples, the level of third party offers received, cost or price of recent investment rounds, net assets and industry valuation benchmarks. Where price of recent investment is used as a starting point for estimating fair value at subsequent measurement dates, this has been benchmarked using an appropriate valuation technique permitted by the IPEV guidelines.

  • In situations where cost or price of recent investment is used, consideration is given to the circumstances of the portfolio company since that date in determining fair value. This includes consideration of whether there is any evidence of deterioration or strong definable evidence of an increase in value. In the absence of these indicators, the investment in question is valued at the amount reported at the previous reporting date. Examples of events or changes that could indicate a diminution include:

    • the performance and/or prospects of the underlying business are significantly below the expectations on which the investment was based;

  • a significant adverse change either in the portfolio company’s business or in the technological, market, economic, legal or regulatory environment in which the business operates; or

  • market conditions have deteriorated, which may be indicated by a fall in the share prices of quoted businesses operating in the same or related sectors.

Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.

Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the Income statement when a share becomes ex-dividend.

Current assets and payables
Receivables (including debtors due after more than one year), payables and cash are carried at amortised cost, in accordance with FRS 102. Debtors due after more than one year meet the definition of a financing transaction held at amortised cost, and interest will be recognised through capital over the credit period using the effective interest method. There are no financial liabilities other than payables.

Investment income
Equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.

Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are recognised when the Company’s right to receive payment and expect settlement is established. Where interest is rolled up and/or payable at redemption then it is recognised as income unless there is reasonable doubt as to its receipt.

Bank interest income
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.

Investment management fee, performance incentive fee and other expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the other distributable reserve except the following which are charged through the realised capital reserve:

  • 75% of management fees and performance incentive fees, if any, are allocated to the realised capital reserve. This is in line with the Board’s expectation that over the long term 75% of the Company’s investment returns will be in the form of capital gains; and

  • expenses which are incidental to the purchase or disposal of an investment are charged through the realised capital reserve.

Taxation
Taxation is applied on a current basis in accordance with FRS 102. Current tax is tax payable (refundable) in respect of the taxable profit (tax loss) for the current period or past reporting periods using the tax rates and laws that have been enacted or substantively enacted at the financial reporting date. Taxation associated with capital expenses is applied in accordance with the SORP.

Deferred tax is provided in full on all timing differences at the reporting date. Timing differences are differences between taxable profits and total comprehensive income as stated in the financial statements that arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. As a VCT the Company has an exemption from tax on capital gains. The Company intends to continue meeting the conditions required to obtain approval as a VCT in the foreseeable future. The Company therefore, should have no material deferred tax timing differences arising in respect of the revaluation or disposal of investments and the Company has not provided for any deferred tax.

Share capital and reserves
Called-up share capital
This reserve accounts for the nominal value of the shares.

Share premium
This reserve accounts for the difference between the price paid for the Company’s shares and the nominal value of those shares, less issue costs.

Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company’s own shares.

Unrealised capital reserve
Increases and decreases in the valuation of investments held at the period end against cost are included in this reserve.

Realised capital reserve
The following are disclosed in this reserve:

  • gains and losses compared to cost on the realisation of investments or permanent diminution in value;

  • expenses, together with the related taxation effect, charged in accordance with the above policies; and

  • dividends paid to equity holders where paid out by capital.

Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve were combined in 2012 to form a single reserve named other distributable reserve.

This reserve accounts for movements from the revenue column of the Income Statement, the payment of dividends, the buy-back of shares and other non-capital realised movements.

Dividends
Dividends by the Company are accounted for in the period in which the dividend is paid or approved at the Annual General Meeting.

Segmental reporting
The Directors are of the opinion that the Company is engaged in a single operating segment of business, being investment in smaller companies principally based in the UK.

2. Gains/(losses) on investments

Unaudited
six months ended
30 June 2021
£’000

Unaudited
six months ended
30 June 2020
£’000

Audited
year ended
31 December 2020
£’000

Unrealised gains/(losses) on fixed asset investments

14,211

(4,305)

3,013

Realised gains on fixed asset investments

144

19

320

14,355

(4,286)

3,333

3. Investment income

Unaudited
six months ended
30 June 2021
£’000

Unaudited
six months ended
30 June 2020
£’000

Audited
year ended
31 December 2020
£’000

Loan stock interest

620

844

1,678

Dividends

25

49

220

Bank interest

1

24

24

646

917

1,922

4. Investment management fee and performance incentive fee

Unaudited
six months ended
30 June 2021
£’000

Unaudited
six months ended
30 June 2020
£’000

Audited
year ended
31 December 2020
£’000

Investment management fee charged to revenue

225

185

377

Investment management fee charged to capital

675

554

1,132

Performance incentive fee charged to revenue

353

-

-

Performance incentive fee charged to capital

1,058

-

-

2,311

739

1,509

Further details of the Management agreement under which the investment management fee and performance incentive fee are paid are given in the Strategic report on page 13 of the Annual Report and Financial Statements for the year ended 31 December 2020.

During the period, services with a value of £900,000 (30 June 2020: £739,000; 31 December 2020: £1,509,000) and £25,000 (30 June 2020: £25,000; 31 December 2020: £50,000) were purchased by the Company from Albion Capital Group LLP in respect of management and administration fees respectively. At the period end, the amount due to Albion Capital Group LLP in respect of these services disclosed as accruals was £504,000 (30 June 2020: £385,000; 31 December 2020: £400,000). For the period to 30 June 2021, a performance incentive fee of £1,411,000 has been accrued, however any performance incentive fee is calculated on year end results and payable in line with the Management agreement (30 June 2020: £nil; 31 December 2020: £nil).

Albion Capital Group LLP is, from time to time, eligible to receive arrangement fees and monitoring fees from portfolio companies. During the period, fees of £145,000 (30 June 2020: £155,000; 31 December 2020: £183,000) attributable to the investments of the Company were paid pursuant to these arrangements.

Albion Capital Group LLP, its partners and staff hold 1,864,783 Ordinary shares in the Company as at 30 June 2021.

The Company entered into an offer agreement relating to the Offers with the Company’s investment manager Albion Capital Group LLP, pursuant to which Albion Capital received a fee of 2.5% of the gross proceeds of the Offers and out of which Albion Capital paid the costs of the Offers, as detailed in the Prospectus.

5. Dividends

Unaudited
six months ended
30 June 2021
£’000

Unaudited
six months ended
30 June 2020
£’000

Audited
year ended
31 December 2020
£’000

Second dividend of 0.51 pence per share paid on 30 October 2020

-

-

1.910

First dividend of 0.60 pence per share paid on 30 April 2021 (30 April 2020: 0.60 pence per share)

2,656

2,256

2,256

Unclaimed dividends returned to the Company

-

(16)

(16)

2,656

2,239

4,150

The Directors have declared a second dividend of 0.60 pence per share for the year ending 31 December 2021, which will be paid on 29 October 2021 to shareholders on the register on 1 October 2021.

The Directors have declared a special dividend of 1.14 pence per share, which will also be paid on 29 October 2021 to shareholders on the register on 1 October 2021.

6. Basic and diluted return/(loss) per share

Unaudited
six months ended
30 June 2021

Unaudited
six months ended
30 June 2020

Audited
year ended
31 December 2020

Revenue

Capital

Revenue

Capital

Revenue

Capital



Profit/(loss) attributable to shareholders (£’000)

(135)

12,622

550

(4,840)

1,183

2,201

Weighted average shares in issue (adjusted for treasury shares)

420,341,284



369,249,306

372,282,416

Return/(loss) attributable per equity share (pence)

(0.03)

3.00

0.15

(1.31)

0.32

0.59

The weighted average number of Ordinary shares is calculated after adjusting for treasury shares of 65,014,675 (30 June 2020: 57,096,607; 31 December 2020: 60,491,609).

There are no convertible instruments, derivatives or contingent share agreements in issue so basic and diluted return/(loss) per share are the same.

7. Called-up share capital

Allotted, called-up and fully paid Ordinary shares of 1 penny each

Unaudited
30 June 2021

Unaudited
30 June 2020

Audited
31 December 2020

Number of shares

505,145,955

433,336,785

434,557,477

Nominal value of allotted shares (£’000)

5,051

4,333

4,346

Voting rights (number of shares net of treasury shares)

440,131,280

376,240,178

374,065,868

The Company operates a share buy-back programme, as detailed in the Interim management report above. During the period the Company purchased 4,523,066 Ordinary shares with a nominal value of £45,231 (30 June 2020: 2,373,607; 31 December 2020: 5,768,609) representing 0.9% of the issued called-up share capital as at 30 June 2021, at a cost of £939,000 (30 June 2020: £447,000; 31 December 2020: £1,100,000), including stamp duty, to be held in treasury. The Company holds a total of 65,014,675 Ordinary shares in treasury, representing 12.9% of the issued Ordinary share capital as at 30 June 2021.

During the period from 1 January 2021 to 30 June 2021, the Company issued the following new Ordinary shares of 1 penny each under the terms of the Dividend Reinvestment Scheme Circular dated 19 April 2011:

Date of allotment

Number of shares allotted



Aggregate nominal value of shares
(£’000)

Issue price
(pence per share)

Net invested
(£’000)

Opening market price on allotment date
(pence per share)

30 April 2021

1,831,899

18

21.24

371

20.30

Under the terms of the Albion VCTs Prospectus Top Up Offers 2020/21, the following new Ordinary shares of nominal value 1 penny each were allotted during the period to 30 June 2021:


Date of allotment

Number of shares allotted





Aggregate nominal value of shares
(£’000)

Issue price
(pence per share)

Net consideration received
(£’000)

Opening market price on allotment date
(pence per share)

26 February 2021

5,412,326

54

21.60

1,151

20.10

26 February 2021

1,536,392

15

21.70

327

20.10

26 February 2021

59,778,526

598

21.80

12,706

20.10

9 April 2021

528,417

5

22.20

116

20.70

9 April 2021

29,596

-

22.30

6

20.70

9 April 2021

1,471,322

15

22.40

321

20.70

68,756,579

14,627

8. Commitments, contingencies and guarantees
As at 30 June 2021, the Company had no financial commitments (30 June 2020: £nil; 31 December 2020: £nil).

There were no contingent liabilities or guarantees given by the Company as at 30 June 2021 (30 June 2020: £nil; 31 December 2020: £nil).

9. Post balance sheet events
Since 30 June 2021, the Company has had the following post balance sheet events:

  • Proceeds of £5.2 million were received for the sale of Antenova Limited;

  • Proceeds of £0.4 million were received for the sale of Elateral Group Limited;

  • Investment of £829,000 in Oviva AG;

  • Investment of £386,000 in The Evewell Group Limited; and

  • Investment of £47,000 in Imandra Inc.

10. Related party disclosures
Other than transactions with the Manager as disclosed in note 4, there are no related party transactions or balances requiring disclosure.

11. Going concern
The Board has conducted a detailed assessment of the Company’s ability to meet its liabilities as they fall due. Cash flow forecasts are updated and discussed quarterly at Board level and have been stress tested to allow for the forecasted impact of Coronavirus (Covid-19). The Board has revisited and updated their assessment of liquidity risk and concluded that it remains unchanged since the last Annual Report and Financial Statements. Further details can be found on page 68 of those accounts.

The portfolio of investments is diversified in terms of sector and the major cash outflows of the Company (namely investments, dividends and share buy-backs) are within the Company’s control. Accordingly, after making diligent enquiries, the Directors have a reasonable expectation that the Company has adequate cash and liquid resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing this Half-yearly Financial Report and this is in accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting issued by the Financial Reporting Council in September 2014, and the subsequent updated Going concern, risk and viability guidance issued by the FRC due to Covid-19 in 2020.

12. Risks and uncertainties
In addition to the risks and uncertainties outlined in the Interim management report, the Board confirms that the following major risks and uncertainties facing the Company have not materially changed from those identified in the Annual Report and Financial Statements for the year ended 31 December 2020. The impact of the Coronavirus (Covid-19) pandemic has created heightened uncertainty but has not changed the nature of these risks. The Board considers that the processes for mitigating these risks remain appropriate.

1. Investment, performance and valuation risk
The risk of investment in poor quality businesses, which could reduce the returns to shareholders, and could negatively impact on the Company’s current and future valuations.

By nature, smaller unquoted businesses, such as those that qualify for Venture Capital Trust purposes, are more volatile than larger, long established businesses.

The Company’s investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported.

To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its track record over many years of making successful investments in this segment of the market. In addition, the Manager operates a formal and structured investment appraisal and review process, which includes an Investment Committee, comprising investment professionals from the Manager for all investments, and at least one external investment professional for investments greater than £1 million in aggregate across all the Albion managed VCTs. The Manager also invites and takes account of comments from non-executive Directors of the Company on matters discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards), including the level of diversification in the portfolio, and the Board receives detailed reports on each investment as part of the Manager’s report at quarterly board meetings. The Board and Manager regularly review the deployment of investments and cash resources available to the Company in assessing liquidity required for servicing the Company’s buy-backs, dividend payments and operational expenses.

The unquoted investments held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines as updated in 2018. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. The valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board.

2. VCT approval risk
The Company must comply with section 274 of the Income Tax Act 2007 which enables its investors to take advantage of tax relief on their investment and on future returns. Breach of any of the rules enabling the Company to hold VCT status could result in the loss of that status.

To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in Venture Capital Trust management, and are used to operating within the requirements of the Venture Capital Trust legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser, who report quarterly to the Board to independently confirm compliance with the Venture Capital Trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a portfolio company is also pre-cleared with our professional advisers or H.M. Revenue & Customs. The Company monitors closely the extent of qualifying holdings and addresses this as required.

3. Regulatory and compliance risk
The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company’s shares, or other penalties under the Companies Act or from financial reporting oversight bodies.

Board members and the Manager have experience of operating at senior levels within or advising quoted companies. In addition, the Board and the Manager receive regular updates on new regulation, including legislation on the management of the Company, from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks through the Manager’s compliance officer, and any issues arising from compliance or regulation are reported to its own board on a monthly basis. These controls are also reviewed as part of the quarterly Board meetings, and also as part of the review work undertaken by the Manager’s compliance officer. The report on controls is also evaluated by the internal auditors.

4. Operational and internal control risk
The Company relies on a number of third parties, in particular the Manager, for the provision of investment management and administrative functions. Failures in key systems and controls within the Manager’s business could place assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders.

The Company and its operations are subject to a series of rigorous internal controls and review procedures exercised throughout the year, and receives reports from the Manager on its internal controls and risk management, including on matters relating to cyber security.

The Audit Committee reviews the Internal Audit Reports prepared by the Manager’s internal auditors, PKF Littlejohn LLP and has access to the internal audit partner of PKF Littlejohn LLP to provide an opportunity to ask specific detailed questions in order to satisfy itself that the Manager has strong systems and controls in place including those in relation to business continuity and cyber security.

From 1 October 2018, Ocorian Depositary (UK) Limited was appointed as Depositary to oversee the custody and cash arrangements and provide other AIFMD duties. The Board reviews the quarterly reports prepared by Ocorian Depositary (UK) Limited to ensure that Albion Capital is adhering to its duties as a full-scope Alternative Investment Fund Manager under the AIFMD.

In addition, the Board regularly reviews the performance of its key service providers, particularly the Manager, to ensure they continue to have the necessary expertise and resources to deliver the Company’s investment policy. The Manager and other service providers have also demonstrated to the Board that there is no undue reliance placed upon any one individual.

4. Economic, political and social risk

Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events, such as the impact of Brexit, and other factors could substantially and adversely affect the Company’s prospects in a number of ways. This also includes risks of social upheaval, including from infection and population re-distribution, as well as economic risk challenges as a result of healthcare pandemics/infection.

The current significant exogenous risk to the Company, the wider population and economy, is the Covid-19 pandemic.

The Company invests in a diversified portfolio of companies across a number of industry sectors and in addition often invests in a mixture of instruments in portfolio companies and has a policy of minimising any external bank borrowings within portfolio companies.

At any given time, the Company has sufficient cash resources to meet its operating requirements, including share buy-backs and follow on investments.

In common with most commercial operations, exogenous risks over which the Company has no control are always a risk and the Company does what it can to address these risks where possible, not least as the nature of the investments the Company makes are long term.

The Board and Manager are continuously assessing the resilience of the portfolio, the Company and its operations and the robustness of the Company’s external agents during the health crisis, as well as considering longer term impacts on how the Company might be positioned in how it invests and operates. Ensuring liquidity in the portfolio to cope with exigent and unexpected pressures on the finances of the portfolio and the Company is an important part of the risk mitigation in these uncertain times. The portfolio is structured as an all-weather portfolio with c.66 companies, which are diversified as discussed above. Exposure is relatively small to at-risk sectors that include leisure, hospitality, retail and travel.

5. Market value of Ordinary shares

The market value of Ordinary shares can fluctuate. The market value of an Ordinary share, as well as being affected by its net asset value and prospective net asset value, also takes into account its dividend yield and prevailing interest rates. As such, the market value of an Ordinary share may vary considerably from its underlying net asset value. The market prices of shares in quoted investment companies can, therefore, be at a discount or premium to the net asset value at different times, depending on supply and demand, market conditions, general investor sentiment and other factors, including the ability to exercise share buybacks. Accordingly, the market price of the Ordinary shares may not fully reflect their underlying net asset value.

The Company operates a share buyback policy, which is designed to limit the discount at which the Ordinary shares trade to around 5 per cent. to net asset value, by providing a purchaser through the Company in absence of market purchasers. From time to time buy-backs cannot be applied, for example when the Company is subject to a close period, or if it were to exhaust and could not renew any buyback authorities.

New Ordinary shares are issued at sufficient premium to net asset value to cover the costs of issue and to avoid asset value dilution to existing investors.

6. Reputational risk

The Company relies on the judgement and reputation of the Manager which is itself subject to the risk of losses.

The Board regularly questions the Manager on its ethics, procedures, safeguards and investment philosophy, which should consequently result in the risk to reputational damage being minimised.

13. Other information
The information set out in this Half-yearly Financial Report does not constitute the Company’s statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 30 June 2021 and 30 June 2020, and is unaudited. The information for the year ended 31 December 2020 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for that financial year, which have been delivered to the Registrar of Companies. The Auditor reported on those accounts; their report was unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.

14. Publication
This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion.capital/funds/KAY, where the Report can be accessed from the 'Financial Reports and Circulars' section.

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