Annual Financial Report

LONDON--()-- 

New Century AIM VCT plc : Report and Accounts for the year to 29th February 2020

Notes to the Financial Statements for the year to 29 February 2020

Company number: 05352611

Financial Summary

1

 

Chairman's Statement

2

 

Details of Directors

3

 

Management and Administration

4

 

Directors

5

 

Strategic Report

6

 

Investment Portfolio

8

 

Top Ten Investments

11

 

Directors' Report

12

 

Directors’ Remuneration Report

16

 

Corporate Governance

18

 

Independent Auditors' Report

22

 

Statement of Comprehensive Income

29

 

Balance Sheet

30

 

Statement of Changes in Equity

31

 

Cash Flow Statement

32

 

Notes to the Financial Statements

33-43

 

Shareholder Information

44

Financial Summary

 

 

 

Year ended

29 February

2020

Year ended

28 February

2019

 

Revenue return per share (pence) for the year

0.19

0.48

 

Total return per share (pence) for the year

0.66

(16.01)

 

Proposed dividends per share (pence)

0.00

3.50

 

Net asset value per share (pence)

65.97

68.81

 

Cumulative value of shareholder investment (net asset
value plus cumulative dividends per share) (pence)

93.29

92.63

 

Shareholders’ funds (£’000)

5,186

5,408

Chairman’s Statement

It was a mixed year, the Markets had a good start, followed by a weaker period from May through to October but then had a positive end to 2019, only to see the start of a sell-off in February 2020. The news throughout the year was dominated by talks of when and if BREXIT would occur, the trade tensions between the US and China and finally a General election. The General election win by the Conservatives was received well by the Market as it finished the calendar year strongly.

The net asset value (NAV) of the fund up to the 29 February 2020 year end declined by 3.94% to 65.97p, whereas the FSTE AIM All Share index fell 5.83%% over the same period. The net asset value of the fund when adjusted for the dividend paid during the year increased by 0.7%.

The current year started off amidst large declines in share prices as the uncertainty with regards to coronavirus and its effect upon the economy led to dramatic declines across Global Stock Markets. Our thoughts are with those who are currently still battling with the illness and for those who have lost loved ones. These are difficult times for many people and for businesses that have had to close through Government advice. Governments from around the World are injecting huge fiscal stimuli to try and ease the effect and help Companies steer their ways through this period of uncertainty. There are some tentative signs of the economy trying to restart with lockdowns being gradually eased and dates being set for different types of businesses being allowed to reopen.

Your fund has not been immune to this. At close of business on 17 March we announced to the Market the NAV per share had fallen to 50.6p (based on mid-prices). We are encouraged though to see that the fund’s value has recovered from this low, and has increased by 33.6% to 67.62p as at 29 May 2020, which was higher than the NAV of the fund at 29 February 2020. We as a Board are mindful that we have in recent years paid a dividend, but in the current market with the levels of volatility being experienced, your Board feels that it would not make sense to sell shares at current prices to fund a dividend. We believe it is both more prudent and makes more commercial sense to keep that money invested whilst continuing to take advantage of the increasing capital raises that have presented themselves recently. However, realising the importance of tax-free income to our shareholders we will review the situation before we announce out Interim results in October.

We have a wide spread of established companies across a variety of sectors within the fund that we hope can weather any of the volatility that may occur in the period ahead. We are in unprecedented times with all households having been in lockdown and social distancing still being adhered to, which almost certainly will result in not only the UK entering a recession but it will likely result in a worldwide one. Companies have withdrawn their forecasts to the Market and are either suspending or cancelling their dividends as they baton down the hatches. Once the spread of this awful virus has been controlled, we believe new opportunities will present themselves as companies reopen for business, they may look to seek further funding to grow, and existing businesses within the portfolio possibly become attractive to predators as we experienced at the start of 2019.

Geoffrey Gamble
29 June 2020

Details of Directors

Michael Barnard (Aged 69)

Michael has been employed in stockbroking since 1971. In 1974 he became a Member of the Stock Exchange. During his career his duties have spanned investment advising, investment research, dealing and company management. In 1988 he started his own stockbroking company, MD Barnard & Company Limited. Based in Basildon, Essex, it has offices in London and Wells. Since 1995, he has been either managing or advising unit trust, private client and pension company portfolios. Michael sold MD Barnard & Company Limited on 30 November 2017, but remains a director of New Century AIM VCT plc.

Geoffrey Gamble (Aged 61)

Geoffrey started his career with National Westminster Bank plc. He joined Publishing Holdings plc in 1984 and became a director in 1986. He took part in an MBO in 1988, backed by Schroder Ventures (now Permira) to form Charterhouse Communications Group Limited and was instrumental in the satisfactory venture capital exit from that company and its flotation on AIM in 1996. He became managing director of Charterhouse Communications plc in 1999.

Peter William Riley (Aged 75)

Peter qualified as a solicitor in 1969. He retired from practice in 2018.

Ian Cameron-Mowat (Aged 69)

Ian has a BSc 1st degree in electronics and was involved in the early development of computers at Burroughs Machines. He is currently a consultant radiologist to a NHS Trust.

Simon Like (Aged 50)

Simon has been employed in stockbroking since 2001. He started his career working for Midland Bank which later became HSBC plc. After 10 years of Banking, he left to briefly work within the Motor Industry for 2 years before returning to financial services in 2001. Simon initially started at MD Barnard & Company Limited as an analyst working alongside Michael Barnard before moving into the position of Fund Manager in 2010.

Management and Administration

 

Registered Office & Registered Number

 

 

4th Floor,

50 Mark Lane

London EC3R 7QR

Company Number: 05352611

 

 

Company Secretary

 

 

 

Tricor Secretaries Limited

4th Floor,

50 Mark Lane

London EC3R 7QR

 

 

Registrar

 

 

 

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen

B62 8HD

 

 

Solicitors

 

 

 

Dundas & Wilson

5th Floor, Northwest Wing

Bush House

Aldwych

London WC2B 4EZ

 

 

Investment Manager and Broker

 

 

 

MD Barnard & Company Limited

1st Floor

12 Hornsby Square

Southfields Business Park

Basildon

Essex SS15 6SD

 

 

Auditor

 

 

 

UHY Hacker Young LLP

Quadrant House

4 Thomas More Square

London E1W 1YW

 

Directors

Geoffrey Gamble (Chairman)
Michael David Barnard
Peter William Riley
Ian Cameron-Mowat
Simon Like (appointed 18 September 2019)
 
All directors are non-executive.
 
Audit Committee:
 
Geoffrey Gamble (Chairman)
Peter William Riley
Ian Cameron-Mowat

Strategic Report

Activities and status

The principal activity of the Company during the year was the making of long-term equity and loan investments in UK Listed, AIM traded and unquoted companies in the United Kingdom. The Company has been listed on the London Stock Exchange since 25 March 2005 and has been granted approval by Her Majesty’s Customs & Revenue as a Venture Capital Trust. The Chairman’s Statement on page 2 and the Investment Manager’s Review below give a review of developments during the year and of future prospects.

The directors consider that the Company was not at any time up to the date of this report a close company within the meaning of Section 414 of the Act.

Investment Manager’s Review

It proved to be a volatile year for the fund as its net asset value per share declined by 3.94% whilst the net asset value plus cumulative dividends increased by 0.7%, compared to a fall on the AIM index of 5.83%. The value of the fund performed well through to July 2019 but then eased back through the Autumn. It then started making gains through November, December and January before experiencing being part of the Market sell off in February.

We made 12 qualifying investments, purchasing C4X Discovery Holdings plc, Concepta plc, Diaceutics plc, Entertainment AI plc, Feedback plc, Gfinity plc, Immotion Group plc, Integumen plc, Intelligent Ultrasound Group plc, LightwaveRF plc, Location Sciences Group plc and Velocys plc.

We made 10 sales where we either exited or top-sliced a holding.

We remain cautiously optimistic in the current year even though there will probably be more volatility in the months ahead due to the effects of the Coronavirus not only on our own Economy but also those around the World, added to that the continued uncertainty of political events at home and abroad. We remain in touch with our investments and we are happy that the fund has a well diversified portfolio of businesses from many different industry sectors to help spread the risk. We witnessed some large falls across certain shares in the period, which in hindsight was to be expected with countries being locked down to control the spread of the virus. Some of these share price falls have been recovering over the past two months as we see tentative signs of businesses being allowed to reopen or set dates at when they can start trading again.

We are currently seeing a good mix of new investment opportunities which is encouraging and the markets appear to be stabilising to some degree as the unaudited net asset value by the end of May 2020 had recovered to 67.62p from its lows in March 2020.

Investment Objective

New Century AIM VCT PLC is a Venture Capital Trust (“VCT”) established under the legislation introduced in the Finance Act 1995. The Company’s principal objectives as set out in the prospectus are to achieve long term capital growth through investment in a diversified portfolio of Qualifying Companies primarily quoted on AIM.

Principal risks and uncertainties

The Company invests its funds primarily in companies traded on AIM, which entail a higher degree of risk than investments in large listed companies. The main risk, therefore, arising from the Company’s activities is market price risk, representing the uncertain realisable values of the Company’s investments. Please refer to the Corporate Governance report on page 18 which provides evidence of the robust review the directors have performed to assess these risks, and also note 22 to these accounts which gives a detailed review of the Company’s risk management.

Environmental matters

Discussion in respect of environmental matters is not considered relevant or material to an understanding of the performance of the Company. The Company does not consider that Greenhouse Gas Emissions disclosure is relevant to the Company on the grounds of immateriality due to its not having its own premises or employees.

Key performance indicators

The financial key performance indicators are set out in the financial summary on page 1.

Viability Statement

In accordance with provision 1 of The UK Corporate Governance Code 2018 the directors have assessed the prospects of the Company over a longer period than the 12 months required by the “Going Concern” provision.

The Board regularly considers the Company’s strategy, including investor demand for the Company’s shares, and a three year period is therefore considered to be an appropriate and reasonable time horizon.

The Board has carried out a robust assessment of the principal risks facing the Company and its current position, including those which may adversely impact its business model, future performance, solvency or liquidity. The principal risks faced by the Company and the procedures in place to monitor and mitigate them are set out in note 22.

The Board has also considered the Company’s cash flow projections and found these to be realistic and reasonable.

Based on the above assessment the Board confirms that it has a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to 28 February 2023.

Geoffrey Gamble
Chairman
29 June 2020

Investment Portfolio

Security

Original
Cost

Valuation at
29 Feb’20

Cost

Valuation

 

£

£

%

%

 

 

 

 

 

Qualifying Investments

6,617,737

4,775,231

90.87

91.66

Non-qualifying Investments

500,815

270,199

6.88

5.19

 

7,118,552

5,045,430

97.75

96.85

Uninvested funds

164,050

164,050

2.25

3.15

 

7,282,602

5,209,480

100.00

100.00

 

 

Qualifying Investments

 

 

 

 

AIM quoted

 

 

 

 

Access Intelligence plc

10,053

12,500

0.14

0.24

Angle plc

125,880

115,615

1.73

2.22

Anglo African Oil & Gas plc

45,229

450

0.62

0.01

Audioboom Group plc

178,405

150,480

2.45

2.89

Bango plc

7,563

15,453

0.10

0.30

Belvoir Lettings plc

23,320

27,000

0.32

0.52

Bigblu Broadband plc

239,452

247,073

3.29

4.74

Bilby plc

156,673

52,276

2.15

1.00

Blackbird plc

100,504

247,999

1.38

4.76

Bould Opportunities plc

35,179

0

0.48

0.00

Brighton Pier Group plc

50,253

18,125

0.69

0.35

C4X Discovery Holding plc

65,329

47,667

0.90

0.91

Cloudbuy plc

58,483

228

0.80

0.00

Cloudcall Group plc

20,230

31,500

0.28

0.60

Collagen Solutions plc

20,757

7,759

0.29

0.15

Concepta plc

75,379

34,750

1.04

0.67

Coral Products plc

118,095

50,000

1.62

0.96

Creo Medical Group plc

30,053

64,914

0.41

1.25

Cyanconnode Holdings plc

376,755

14,110

5.17

0.27

DCD Media plc

562,800

1,700

7.73

0.03

Diaceutics plc

10,314

17,145

0.14

0.33

DP Poland plc

20,113

9,338

0.28

0.18

Entertainment AI

150,754

133,333

2.07

2.56

Escape Hunt plc

31,006

2,753

0.43

0.05

Falanx Group Ltd

105,736

24,797

1.45

0.48

Faron Pharmaceuticals Ltd

30,153

39,180

0.41

0.75

Feedback plc

55,279

37,033

0.76

0.71

Fusion Antibodies plc

22,114

21,732

0.30

0.42

Gear4Music Holdings lc

27,121

41,546

0.37

0.80

Gfinity plc

94,179

18,647

1.29

0.36

HML Holdings plc

266,497

303,620

3.66

5.83

Hunters Property plc

251,256

320,000

3.45

6.14

IDE Group Holdings plc

52,763

2,739

0.72

0.05

Ideagen plc

28,430

151,827

0.39

2.91

Immotion Group plc

130,661

103,226

1.79

1.98

I-Nexus Global plc

70,353

9,658

0.97

0.19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security

Original
Cost

Valuation at
29 Feb’20

Cost

Valuation

 

£

£

%

%

 

 

 

 

 

Inspired Energy plc

51,370

288,910

0.71

5.55

Integumen plc

100,508

84,929

1.38

1.63

Intelligent Ultrasound Group plc

145,721

88,333

2.00

1.70

K3 Business Technology Group plc

90,360

131,369

1.24

2.52

Keywords Studios plc

6,181

76,600

0.08

1.47

Lightwaverf plc

45,233

3,309

0.62

0.06

Location Sciences Group plc

132,946

69,138

1.83

1.33

M.Winkworth plc

64,320

108,400

0.88

2.08

Marechale Capital plc

133,828

10,203

1.84

0.20

Maxcyte Inc

25,128

53,571

0.35

1.03

Microsaic Systems plc

164,417

27,103

2.26

0.52

Modern Water plc

75,382

2,121

1.04

0.04

N4 Pharma plc

60,304

16,800

0.83

0.32

Open Orphan plc

115,581

27,830

1.59

0.53

Pelatro plc

25,128

16,960

0.35

0.33

PHSC plc

182,910

38,500

2.51

0.74

Polarean Imaaging plc

30,154

43,600

0.41

0.84

Property Franchise Group plc

100,503

193,000

1.38

3.70

Quixant plc

6,935

22,275

0.10

0.43

Rosslyn Data plc

27,037

3,896

0.37

0.07

Scancell Holdings plc

130,618

62,456

1.79

1.20

Scholium Group plc

50,253

18,500

0.69

0.36

Solid State plc

40,134

80,520

0.55

1.55

SRT Marine Systems plc

27,139

58,350

0.37

1.12

Sysgroup plc

99,177

52,295

1.36

1.00

Tekcapital plc

157,671

29,353

2.17

0.56

Touchstar plc

281,400

48,750

3.86

0.94

TP Group plc

109,278

43,490

1.50

0.83

Tristel plc

39,970

462,336

0.55

8.87

ULS Technology plc

52,261

71,240

0.72

1.37

Velocys plc

45,229

58,350

0.62

1.12

Vianet Group plc

40,175

42,900

0.55

0.82

Yourgene Health plc

69,349

49,421

0.95

0.95

Yu Group plc

27,893

14,250

0.38

0.27

 

 

 

 

 

Total AIM quoted investments

6,401,614

4,775,231

87.90

91.66

Unlisted Investments

 

 

 

 

Invocas Group plc

100,400

0

1.38

0.00

Optare plc

50,753

0

0.70

0.00

Outsourcery plc

45,027

0

0.62

0.00

Syqic plc

19,943

0

0.27

0.00

Total Unlisted investments

216,123

0

2.97

0.00

 

 

 

 

 

Total Qualifying Investments

6,617,737

4,775,231

90.87

91.66

 

 

 

 

 

 

Original

Valuation at

 

 

Security

Cost

29 Feb’20

Cost

Valuation

 

£

£

%

%

 

 

 

 

 

 

 

 

 

 

Non-qualifying Investments

 

 

 

 

AIM quoted

 

 

 

 

Audioboom Group plc

1,163

209

0.02

0.00

Bango plc

291

177

0.00

0.00

Be Heard Group plc

18,186

2,115

0.26

0.04

Cyanconnode Holdings plc

131

2

0.00

0.00

Driver Group plc

8,992

5,500

0.12

0.11

Gateley Holdings plc

14,627

25,875

0.20

0.50

IDE Group Holdings plc

218

3

0.00

0.00

K3 Business Technology Grp plc

131

132

0.00

0.00

Rotala plc

60,796

82,500

0.84

1.59

Tristel plc

60

452

0.00

0.01

 

 

 

 

 

 

104,595

116,965

1.44

2.25

 

 

 

 

 

UK Listed

 

 

 

 

Aviva plv

22,269

17,535

0.30

0.34

Centrica plc

10,074

2,163

0.14

0.04

Imperial Brands plc

23,763

15,546

0.33

0.30

Investec plc

202,821

96,050

2.79

1.84

Twentyfour Income Fund Ltd

9,852

9,480

0.13

0.18

Vodafone Group plc

20,590

12,460

0.28

0.24

 

 

 

 

 

 

289,369

153,234

3.97

2.94

 

 

 

 

 

Unlisted Investments

 

 

 

 

China Food Company plc

65,969

0

0.90

0.00

Gable Holdings Inc

12,112

0

0.17

0.00

Mar City plc

10,053

0

0.14

0.00

Sorbic International plc

18,717

0

0.26

0.00

 

 

 

 

 

 

106,851

0

1.47

0.00

 

 

 

 

 

Total non-qualifying investments

500,815

270,199

6.88

5.19

 

Top Ten Investments

Security

Original
Cost

Valuation at
29 Feb’20

Cost

Valuation

 

£

£

%

%

 

 

 

 

 

Tristel plc

40,030

462,788

0.55

8.88

Hunters Property plc

251,256

320,000

3.45

6.14

HML Holdings plc

266,497

303,620

3.66

5.83

Inspired Energy plc

51,370

288,910

0.71

5.55

Blackbird plc

100,504

247,999

1.38

4.76

Bigblu Broadband plc

239,452

247,073

3.29

4.74

Property Franchise Group plc

100,503

193,000

1.38

3.70

Ideagen plc

28,430

151,827

0.39

2.91

Audioboom Group plc

179,568

150,689

2.47

2.89

Entertainment AI

150,754

133,333

2.07

2.56

 

 

 

 

 

 

 

 

 

 

The investments tabulated above are expressed as a percentage of the Company’s investment portfolio including uninvested cash.

Directors’ Report

The directors present their report and the audited financial statements for the year to 29 February 2020.

Corporate Governance

The Corporate Governance report on pages 18 to 21 forms part of the directors’ report.

Results and dividend

 

Year to
29 February 2020

Year to
28 February 2019

 

Revenue

Capital

Revenue

Capital

 

£’000

£’000

£’000

£’000

 

Return on ordinary activities after taxation

15

38

37

(1,297)

 

 

 

 

 

Appropriated as follows:

 

 

 

 

 

 

 

 

 

Interim dividend paid

 

 

 

 

 

 

 

 

 

Revenue – nil p

-

-

-

-

 

 

 

 

 

Capital – nil p

-

-

-

-

 

 

 

 

 

Final dividend paid in respect of prior period

 

 

 

 

Revenue – 0.186p (0.476p) per share

(15)

 

(37)

-

Capital – 3.314p (2.924p) per share

 

(260)

-

(230)

 

 

 

 

 

 

 

 

 

 

Transfers to reserves

-

(222)

-

(1,527)

 

 

 

 

 

The directors do not propose to declare a dividend for the year ended 29 February 2020.

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 are set out below:

 

Year ended

29 February 2020

Year ended

28 February 2019

 

 

 

 

Michael Barnard

2,159,035

1,910,209

Geoffrey Gamble

61,732

61,732

Peter William Riley

59,185

59,185

Ian Cameron-Mowat

110,904

110,904

Simon Like

8,800

8,800

 

 

 

All of the directors’ share interests shown above are held beneficially. There have been no changes in the directors’ share interests between 29 February 2020 and the date of this report.

Brief biographical notes on the directors are given on page 3. The director, retiring in accordance with the Company’s Articles of Association, is Ian Cameron-Mowat, who being eligible will offer himself for re-election at the forthcoming Annual General Meeting (AGM). The directors believe his experience in small companies is a great benefit to the Board and recommend his re-election. In addition, Simon Like, who was appointed by the Board to become a director of the Company on 18 September 2019 will, in accordance with the Company’s Articles of Association, offer himself for election at the forthcoming AGM. The directors believe that Simon’s experience in fund management in general and his role as Investment Manager for the Company in particular, is very useful and a big advantage to have on the Company’s Board.

None of the directors has a contract of service with the Company and, except as mentioned below under the heading “Management”, there were no contracts that subsisted during the year in which a director was materially interested and which was significant in relation to the Company’s business.

Management

MD Barnard & Company Limited has acted as investment manager to the Company since inception. The principal terms of the Investment Management Agreement are set out in Note 6 to the Financial Statements.

Substantial shareholdings

As at 29 February 2020 the Company had been notified of the following shareholdings representing 3 per cent or more of the Company’s issued share capital during the year under review or at the date of this report:

 

Number

Percentage
of share capital

 

2,159,035

27.47%

Michael Barnard

391,570

4.98%

Geoffrey Williams

364,820

4.64%

Nigel Shanks

324,000

4.12%

David Trotman

290,988

3.70%

John Brice

241,048

3.07%

Roger Carey

Acquisition of own shares

During the year the Company did not re-purchase any of its own shares.

Structure, rights and restrictions concerning the Company’s share capital

Throughout the Company’s financial year there were 7,860,937 ordinary shares in issue. No shares were issued or bought back during the year. The rights and obligations attached to the Company’s ordinary shares are set out in the Company’s Articles of Association, copies of which can be obtained from Companies House. The Company has only one class of ordinary share and each share has attached to it full voting rights, dividends and capital distribution rights (including on a winding up) and do not confer any rights of redemption.

Ordinary shareholders also have the right to receive copies of the Company’s report and accounts, to attend and speak at general meetings and to appoint proxies. This year the right to attend and speak at the Company’s AGM, due to be held on the 20 August 2020, has been suspended due to the coronavirus pandemic.

There is one shareholder, Michael Barnard, who is a major shareholder in the Company with a 27.47% shareholding. He is also a director of the Company and taken together he is considered to have a significant influence over the Company. Other than Michael Barnard, there are no other shareholders who have a significant direct or indirect shareholding in the Company.

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 of the Company’s shares are contained in the Articles of Association of the Company and the Companies Act 2006;
  • The Company does not have an employee share scheme;
  • There are no agreements to which the Company is party that may affect its control following a takeover bid; and
  • There are 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.

Appointment of Directors

The directors are subject to re-election with one of the directors being re-elected annually at the AGM.

Creditor payment policy

The Company’s payment policy is to agree terms of payment before business is transacted and to settle accounts in accordance with those terms. The Company’s principal expenses such as investment management fees and administration fees are paid quarterly in arrears in accordance with the respective agreements. Accordingly the Company had no material trade creditors at the year end.

Post balance sheet events

Details of the post balance sheet events are set out in note 27.

Section 172 (1) of the Companies Act 2006

The Board notes the new disclosure regulations contained within ‘The Companies (Miscellaneous Reporting) Regulations 2018 and confirms that when making decisions it acts in a way which promotes the success of the Company for the benefit of its members as a whole, and in doing so has regard (amongst other matters) to the followin:

  1. the likely consequences of any decision over the long term;
  2. the need to foster the Company’s business relationships with its suppliers;
  3. the desirability of the Company maintaining a reputation for high standards of business conduct; and
  4. the need to act fairly as between members of the Company.

The Board also recognises the requirement under Section 414c of the Companies Act 2006 to detail information about environmental matters (including the impact of the Company’s business on the environment), employee, human rights, social and community issues, including information about any policies it has in relation to these matters and effectiveness of these policies.

Given the size and nature of the Company’s activities and the fact that it has no full-time employees and only five non-executive directors, the Board considers there is limited scope to develop and implement social and community policies. However, the Company recognises the need to conduct its business in a manner responsible to the environment where possible.

Going Concern

In accordance with FRC Guidance for directors on going concern and liquidity risk the directors have assessed the prospects of the Company having adequate resources to continue in operational existence for at least 12 months from the date of approval of these financial statements. The directors took into account the nature of the Company’s business and Investment Policy, its risk management policies, the diversification of its portfolio, the cash holdings and the liquidity of non-qualifying investments. The Company’s business activities, together with factors likely to affect its future development, performance and position including the financial risks the Company is exposed to are set out in the Strategic Report on page 6 and in note 22 to the accounts.

As a consequence, the directors have a reasonable expectation that the Company has sufficient cash and liquid investments to continue to operate and that the Company will be able to manage its business risks successfully and meet its liabilities as they fall due. Thus, the directors believe it is appropriate to continue to adopt the going concern basis, as also disclosed in the Corporate Governance report on page 18, in preparing the financial statements.

Auditors

In accordance with Section 485 of the Companies Act 2006, a resolution proposing that UHY Hacker Young LLP be reappointed as auditors of the Company and that the directors be authorised to determine their remuneration will be put to the next Annual General Meeting.

Statement of disclosure to auditors

So far as the directors are aware:

1. there is no relevant audit information of which the Company’s auditors are unaware; and

2. the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

By Order of the Board

Geoffrey Gamble
Chairman
29 June 2020

Directors’ Remuneration Report

The Board has prepared this report in accordance with the requirements of the Companies Act 2006. A resolution to approve this report will be included in the AGM Notice, but as mentioned in the letter accompanying that Notice, shareholders may not attend the AGM this year because of the social distancing measures required by the Government because of the coronavirus crisis, and therefore shareholders can only vote on this measure by using the Proxy forms at the end of this Report & Accounts.

Directors’ remuneration policy

The Company does not have any executive directors and, as permitted under the Listing Rules, has not, therefore, established a remuneration committee. Directors, with the exception of the chairman, do not receive any remuneration or fees.

The directors shall be paid by the Company all travel, hotel and other expenses they may incur in attending meetings of the directors or general meetings or otherwise in connection with the discharge of their duties. Any director who, by request of the directors, performs special services may be paid such extra remuneration as the directors may determine.

Directors’ remuneration (audited)

None of the directors received any remuneration from the Company during the year under review, with the exception of the chairman, who received a fee of £5,000 (2019: £5,000). No other emoluments or pension contributions were paid by the Company to, or on behalf of, any director. None of the directors has a service contract with the company. It is expected that, with the exception of the chairman, the directors will continue not to receive any remuneration for their services in the forthcoming years.

Performance

The directors consider that the most appropriate measure of the Company’s performance is its Cumulative Value of Shareholder Investment (net asset value plus cumulative dividends). The Company’s Cumulative Value of Shareholder Investment at 29 February 2020 and 28 February 2019 are set out in the Financial Summary on page 1.

Total shareholder return

[graph omitted]

The above graph shows the Company’s total shareholder return compared to that of the FTSE AIM All Index total return for the period since listing on the London Stock Exchange.

By Order of the Board

Geoffrey Gamble
Chairman
29 June 2020

Corporate Governance

The directors support the relevant principles of the UK Corporate Governance Code issued in July 2018 by the Financial Reporting Council, being the principles of good governance and the code of best practice as set out in the Main Principles of the Code annexed to the Listing Rules of the Financial Conduct Authority.

The UK Corporate Governance Code (‘the UK Code’) is available at the following location:

www.frc.org.uk/corporate/ukcgcode.cfm

Going concern

Bearing in mind that the assets of the Company consist mainly of marketable securities, the directors are of the opinion that at the time of approving the Financial Statements, the Company has adequate resources to continue in operational existence for the foreseeable future. In addition the Company has no employees and therefore its operations are not impacted by the recent/ongoing Covid-19 pandemic. For this reason, they continue to adopt the going concern basis in preparing the Financial Statements. In coming to this conclusion the directors have concluded that the Company’s going concern status would only be at threat if (i) the value of its portfolio declined by more than 95% from its value (whether from Covid-19 or any other reason) as at 29 May 2020 of £5,145.4k (excluding cash of £170.5k), and (ii) that it could not dispose of any of its portfolio during or after such a decline in value, and (iii) that it could not reduce its current cost base. Such a set of circumstances would, in the Board’s opinion, be very unlikely.

The Board

The Company is led and controlled by a Board of directors who are all non-executives. The Chairman is Geoffrey Gamble. Biographical details of all Board members are shown on page 3.

One Director is subject to re-election at each AGM by rotation.

During the year the following were held:

2 full board meetings

1 Audit Committee meetings

11 June 2019 – 3 out of 4 directors were
present.

18 Sept’ 2019 – All members attended.

27 June 2019 - All members attended.

All directors either had relevant experience with quoted companies prior to their appointment or had a good knowledge base of the rules and regulations concerning a director’s responsibilities with listed companies and it was therefore not thought necessary to provide further training in respect of their obligations and duties.

The Board has also established procedures whereby directors wishing to do so in the furtherance of their duties may take independent professional advice at the Company’s expense.

All directors have access to the advice and services of the Company Secretary. The Company Secretary provides the Board with full information on the Company’s assets and liabilities and other relevant information requested by the Chairman, in advance of each Board meeting.

The Board believes that it presents a balanced and understandable assessment of the Company’s position and prospects. The Audit Committee meets at least once a year. Under the chairmanship of a non-executive director, its membership comprises all the non-executive directors apart from Michael Barnard and Simon Like.

During the year the Audit Committee was chaired by Geoffrey Gamble. The Audit Committee reviews the financial statements and is reported to by the external auditors. The Audit Committee did not identify or consider any significant issues relating to the financial statements as substantially all the investments are valued by reference to publicly quoted prices. Further, the Audit Committee keeps under review the cost effectiveness, independence and objectivity of the auditors. A formal statement of independence is received from the external auditors each year. The terms of reference of the Audit Committee are available for inspection at the Company’s registered office.

The Audit Committee is satisfied with the performance of UHY Hacker Young and recommends the services of UHY Hacker Young to the shareholders.

The investment manager is authorised and regulated by the Financial Conduct Authority and the directors of this Company review the Independent Auditors’ Report of MD Barnard to ensure that there are no adverse findings with regard to its financial controls.

Relations with shareholders

The Chairman is the Company’s principal spokesman with investors, fund managers, the press and other interested parties.

Due to the current coronavirus pandemic and the consequent Government’s guidelines, shareholders may not attend the forthcoming AGM. Shareholders may this year submit any questions regarding the Company to the email address provided in the Notice of the AGM and the Proxy forms at the end of this Report & Accounts.

Separate resolutions are proposed at the AGM on each substantially separate issue. The Registrars collate proxy votes and the results (together with the proxy forms) are forwarded to the Company Secretary immediately prior to the AGM. In order to comply with the Governance Code, proxy votes will be announced at the AGM, following each vote on a show of hands, except in the event of a poll being called.

Financial Reporting

The statement of directors’ responsibilities for preparing the financial statements is set out on page 21, and a statement by the auditors about their reporting responsibilities is set out in the Auditors’ Report on page 27.

Internal control

The directors are responsible for the Company’s system of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the Company’s systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.

The directors have conducted a review of the effectiveness of the system of internal control for the year covered by the financial statements. This accords with the FRC’s guidance on Risk Management, internal control and related Financial and Business reporting.

Although the Board is ultimately responsible for safeguarding the assets of the company, the Board has delegated, through written agreements, the day-to-day operation of the Company to MD Barnard & Company Limited.

Compliance statement

The Listing Rules require the Board to report on compliance with the Governance Code provisions throughout the accounting year. The Comply or Explain Section of the UK Code does however acknowledge that some provisions may have less relevance for investment companies. With the exception of the limited items outlined below, the Company has complied throughout the accounting year to 29 February 2020 with the provisions set out in Sections A to E of the Governance Code.

  1. The Board has not appointed a nominations committee as they consider the Board to be small and it comprises wholly non-executive directors. Appointments of new directors are dealt with by the full Board.
  2. New directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise.
  3. Due to the size of the Board and the nature of the Company’s business, a formal performance evaluation of the Board, its committees, the individual directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise.
  4. The Company has five directors of which four are independent directors, as defined by the Governance Code issued in July 2018. The Board consider that Messrs. Gamble, Barnard, Riley and Cameron-Mowat are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect the directors’ judgement. The Board considers that all directors have sufficient experience to be able to exercise proper judgement within the meaning of the Governance Code.
  5. The Company does not have a chief executive officer or senior independent director. The Board does not consider this to be necessary for the size of the company.
  6. The Company does not conduct a formal review as to whether there is a need for an internal audit function. The directors do not consider that an internal audit would be an appropriate control for a venture capital trust.
  7. The Audit Committee is chaired by Geoffrey Gamble, Chairman of the Board of directors, whom the Board regard as independent despite recommendations to the contrary in the Governance Code due to his being Chairman of the Board of directors.
  8. The non-executive directors do not have service contracts, whereas the recommendation is for fixed term renewable contracts.
  9. Other than Michael Barnard, the Company has no major shareholders so shareholders are not given the opportunity to meet any new non-executive directors at a specific meeting other than the AGM.

Statement of directors’ responsibilities

United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the revenue of the Company for that year. In preparing those financial statements, the directors are required to:

  • select suitable accounting policies and apply them consistently;
  • make judgements and estimates that are reasonable and prudent;
  • state whether applicable accounting standards have been followed; and
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for ensuring that proper accounting records are kept, which disclose with reasonable accuracy at any time the financial position of the company, enabling them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for the Company’s system of internal control, for safeguarding the assets of the Company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Responsibility statement

The directors confirm that to the best of their knowledge:

  1. the financial statements, prepared in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), give a true and fair view of the assets, liabilities, financial position and profit or loss of the company; and
  2. the Directors’ Report includes a fair review of the development and performance and position of the company, together with a description of the principal risks and uncertainties that it faces.
  3. the directors consider that the annual report and financial statements are fair, balanced and understandable, providing appropriate information to shareholders to assess the performance, business model and strategy of the Company and therefore the Board recommends the approval (by proxy) of the financial statements at the forthcoming AGM.

By Order of the Board

Geoffrey Gamble
29 June 2020

Independent Auditors’ Report to the members of New Century AIM VCT plc

Opinion

We have audited the Financial Statements of New Century AIM VCT Plc for the year ended 29 February 2020, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement and the related notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting standard applicable in the UK and Republic of Ireland” United Kingdom Generally Accepted Accounting Practice.

In our opinion the financial statements:

  • give a true and fair view of the state of the Company's affairs as at 29 February 2020 and of the Company's return for the year then ended;
  • have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to principal risks, going concern and viability statement

We have nothing to report in respect of the following information in the annual report, in relation to which the ISAs (UK) require us to report to you whether we have anything material to add or draw attention to:

  • the disclosures in the Annual Report set out on page 6 that describe the principal risks and explain how they are being managed or mitigated;
  • the directors’ confirmation set out on page 7 in the Annual Report that they have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency or liquidity;
  • the directors’ statement set out on page 15 of the Directors’ Report and on page 18 in the Corporate Governance Report about whether the directors considered it appropriate to adopt the going concern basis of accounting in preparing the Financial Statements and the Directors’ identification of any material uncertainties to the Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the Financial Statements;
  • whether the directors’ statement relating to going concern required under the Listing Rules in accordance with Listing Rule 9.8.6R(3) is materially inconsistent with our knowledge obtained in the audit; or
  • the directors’ explanation set out on page 7 in the Strategic Report as to how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matters

How the matter was addressed in the audit

Valuation of Investments and recognition of realised gains and losses


The investment portfolio and associated realised and unrealised gains and losses is the key driver to the financial performance of the Company. Due to the nature of the company’s business there is an inherent risk that if incorrectly valued this will have the greatest impact on both the income statement and balance sheet.


The investment portfolio at the year-end had a carrying value of £5,045,430.

 

Our audit work included, but was not restricted to:

 

  • Testing the value of the year-end investments by reference to market price information at the year-end.

 

  • Agreeing the purchase and sale of investments to contract notes and cash movements on a sample basis.

 

  • Recalculating the realised gains and losses on the sale of investments for both the individual transactions on a sample basis and for the total portfolio.

 

  • Checking the movement in unrealised gains for arithmetical accuracy and validated by reviewing the opening costs to prior year balances and purchases on a sample basis.

 

  • The portfolio is maintained by the investment manager in accordance with the investment management agreement. We agreed the investment portfolio to a signed confirmation provided by the investment advisor detailing each investment, the cost and market price.

 

The company's accounting policy on fixed asset investments held at fair value through profit or loss is shown in note 4 to the financial statements and related disclosures are included in note 12.

 

 

Key observations

Our testing did not identify any material misstatements in the valuation of the Company’s investment portfolio as at the year end.

 

Compliance with the VCT rules

 

Compliance with the VCT rules is necessary to maintain the VCT status and associated tax benefits.

 

Our audit work included, but was not restricted to:

 

Testing the twelve conditions for maintaining approval as a VCT as set out by HMRC. Each of the conditions was reviewed in turn in order to assess whether it had been met as at the year-end.

 

Key observations

Our testing did not identify any breaches of the VCT rules. We also reviewed the correspondence from the external VCT Adviser and did not identify any instances of non-compliance to the VCT rules.

 

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements. We define financial statement materiality as the magnitude by which misstatements, including omissions, could change or influence the economic decisions taken on the basis of the financial statements by reasonable knowledgeable users.

We also determine a level of performance materiality which we use to determine the nature, timing and extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.

We determined materiality for the Financial Statements as a whole to be £104,000. In determining this we based our assessment on a key indicator, being 2% of gross assets of the Company. This benchmark is considered the most appropriate because, gross asset, which primary comprise the Company’s investment portfolio, are considered to be the key driver of the Company’s total return performance and form part of the net asset value calculation being the performance measure investors use to assess the Company’s performance.

On the basis of our risk assessment, together with our assessment of the Company’s control environment, our judgement is that performance materiality for the Financial Statements should be 75% of materiality, being £78,000.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £5,200, which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We evaluate any uncorrected misstatements against both quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.

An overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.

We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole, taken into account an understanding of the structure of the Company, its activities, the accounting processes and controls including, understanding management’s process to value quoted investments, investment income recognition and journal entries posting, and the industry in which they operate. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement. During the audit we reassessed and re-evaluated audit risks and tailored our approach accordingly.

The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risks.

We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identify during the audit.

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud or error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

  • We obtained an understanding of the legal and regulatory frameworks applicable to the Company and industry in which it operates. We determined that the following laws and regulations were most significant: FRS102, Companies Act 2006, UK Corporate governance code, taxation laws and VCT Rules.
  • We understood how the company is complying with those legal and regulatory frameworks by, making inquiries to the investment manager, administrators and audit committee. We corroborated our inquiries through our review of board minutes and papers provided to the Audit Committee.
  • We assessed the susceptibility of the Company financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;

identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;

assessing the extent of compliance with the relevant laws and regulations as part of our procedures on the related financial statement item.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, set out on pages 6 to 21, including the Strategic Report, The Directors’ Report, the Directors’ Remuneration Report and the Corporate Governance Report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

In this context, we also have nothing to report in regard to our responsibility to specifically address the following items in the other information and to report as uncorrected material misstatements of the other information where we conclude that those items meet the following conditions:

  • Fair, balanced and understandable set out on page 21 –the statement by the directors that they consider the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy, is materially inconsistent with our knowledge obtained in the audit; or
  • Audit committee reporting set out on page 18 –the section describing the work of the audit committee does not appropriately address matters communicated by us to the audit committee is materially inconsistent with our knowledge obtain in the audit; or
  • Directors’ statement of compliance with the UK Corporate Governance Code set out on pages 19 and 20 – the parts of the directors’ statement required under the Listing Rules relating to the Company’s compliance with the UK Corporate Governance Code containing provisions specified for review by the auditor in accordance with Listing Rule 9.8.10R(2) do not properly disclose a departure from a relevant provision of the UK Corporate Governance Code.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

  • the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006;
  • the information given in the Strategic Report and the Directors' Report for the financial year for which the accounts are prepared is consistent with the financial statements.
  • the Strategic Report in the Directors’ Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

  • adequate accounting records have not been kept, or returns adequate for our audit have not been reviewed from branches not visited by us; or
  • the financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or
  • certain disclosures of directors’ remuneration specified by law are not made; or
  • we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the statement of directors’ responsibilities on page 21, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at https://www.frc.org.uk/auditors/audit-assurance.This description forms part of our auditor’s report.

Other matters which we are required to address

We were appointed by New Century Aim VCT Plc in 2008 and subsequently re-appointed following a tender process on 27 March 2018. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is 13 years.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Company and we remain independent of the Company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Daniel Hutson (Senior statutory auditor)
for and on behalf of
UHY Hacker Young
Chartered Accountants
Statutory Auditors

Quadrant House
4 Thomas More Square
London, E1W 1YW

29 June 2020

 

Statement of Comprehensive Income (incorporating the revenue accounts)
for the year to 29 February 2020

 

 

 

Year ended
29 February 2020

Year ended
28 February 2019

 

Notes

Revenue
£’000

Capital
£’000

Total
£’000

Revenue
£’000

Capital
£’000

Total
£’000

 

 

 

 

 

 

 

 

Gains on investments

 

 

 

 

 

 

 

- realised

 

-

319

319

-

72

72

- unrealised

 

-

(240)

(240)

-

(1,321)

(1,321)

Income

5

91

-

91

108

-

108

Investment management fee

6

(14)

(41)

(55)

(16)

(48)

(64)

Other expenses

7

(62)

-

(62)

(55)

-

(55)

 

 

Return on ordinary activities before taxation

 

15

38

53

37

(1,297)

(1,260)

 

 

Tax credit/ (charge) on ordinary activities

 

 

9

-

-

-

-

-

-

 

 

Return on ordinary activities after taxation

 

 

15

38

53

37

(1,297)

(1,260)

 

 

 

 

 

 

 

 

 

 

Return per ordinary share (pence)

 

11

0.19

0.48

0.66

0.48

(16.49)

(16.01)

 

 

 

 

 

 

 

 

The notes on pages 33 to 43 form an integral part of these financial statements.

All revenue and capital items in the above statement are from continuing operations in the current year. No operations were acquired or discontinued in the current year. Other than as shown above, the Company had no recognised gains or losses. Accordingly, the above represents the total comprehensive income for the year.

 

Balance Sheet at 29 February 2020

 

 

 

 

 

 

 

 

Note

Year ended
29 February 2020

£’000

Year ended

28 February 2019

£’000

 

 

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

 

Investments

12

 

5,045

 

5,390

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Debtors

15

 

164

 

73

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Creditors: amounts falling due within one year

16

 

(23)

 

(55)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,186

 

5,408

 

 

 

 

 

 

 

 

Capital and reserves

 

 

 

 

 

 

Called up share capital

17

 

786

 

786

 

Share premium

20

 

682

 

682

 

Capital reserve – realised

20

 

922

 

205

 

Capital reserve – unrealised

20

 

2,077

 

2,755

 

Capital Redemption Reserve Fund

20

 

400

 

400

 

Revenue reserve

20

 

319

 

580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total equity shareholders’ funds

 

 

5,186

 

5,408

 

 

 

 

 

 

 

 

Net asset value per ordinary share

18

 

66p

 

69p

 

 

 

 

 

 

 

The financial statements on pages 29 to 43 were approved and authorised for issue by the Board of directors on 29 June 2020 and were signed on its behalf by:

Geoffrey Gamble
Chairman

The notes on pages 33 to 43 form an integral part of these financial statements.

Company’s registered number: 05352611

 

Statement of Changes in Equity
at 29 February 2020

 

 

 

Share
capital

Share
premium
account

Capital
redemption
reserve

Capital
realised

Capital
unrealised

Revenue
reserve

Total

 

 

£’000

£’000

£’000

£’000

£’000

£’000

£’000

 

 

 

 

 

 

 

 

 

As at 1 March 2019

786

682

400

205

2,755

580

5,408

Realised gains on disposals

-

-

-

319

-

-

319

Transfer of unrealised gain to realised on disposal of investment

-

-

-

439

(439)

-

-

Net revenue before tax

-

-

-

-

-

15

15

Capital element of investment management fee

-

-

-

(41)

-

-

(41)

Dividends paid

-

-

-

-

-

(275)

(275)

 

 

 

 

 

 

 

 

Unrealised losses

-

-

-

-

(240)

-

(240)

 

 

 

 

 

 

 

 

At 29 February 2020

786

682

400

922

2,077

319

5,186

 

 

 

 

 

 

 

 

 

 

 

Share
capital

Share
premium
account

Capital
redemption
reserve

Capital
realised

Capital
unrealised

Revenue
reserve

Total

 

£’000

£’000

£’000

£’000

£’000

£’000

£’000

 

 

 

 

 

 

 

 

As at 1 March 2018

786

682

400

469

3,788

810

6,935

Realised gains on disposals

-

-

-

72

-

-

72

Transfer of unrealised gain to realised on disposal of investment

-

-

-

(288)

288

-

-

Net revenue before tax

-

-

-

-

-

37

37

Capital element of investment management fee

-

-

-

(48)

-

-

(48)

Dividends paid

-

-

-

-

-

(267)

(267)

 

 

 

 

 

 

 

 

Unrealised losses

-

-

-

-

(1,321)

-

(1,321)

 

 

 

 

 

 

 

 

At 28 February 2019

786

682

400

205

2,755

580

5,408

 

 

 

 

 

 

 

 

Note: Some columns on this page may not cast because of rounding differences.

 

Cash Flow Statement
for the year to 29 February 2020

 

 

Note

Year ended
29 February 2020
£’000

Year ended
28 February 2019
£’000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from operating activities

 

 

 

 

 

Cash used in operations

21

 

(149)

 

(92)

 

 

 

 

 

 

Net cash used in operating activities

 

 

(149)

 

(92)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Investment income

 

 

91

 

108

 

 

 

 

 

 

Net cash from investing activities

 

 

91

 

108

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Sale of investments

 

 

1,178

 

927

Purchase of investments

 

 

(754)

 

(678)

Dividends paid

 

 

(275)

 

(267)

 

 

 

 

 

 

Net cash generated from/(used in) financing activities

 

 

149

 

(18)

 

 

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

 

91

 

(2)

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the year

 

 

73

 

75

 

 

 

 

 

 

Cash and cash equivalents at the end of year

 

 

164

 

73

 

 

 

 

 

 

The notes on pages 33 to 43 form an integral part of these financial statements.

All cash is held on behalf of the VCT by MD Barnard & Company Limited as our Investment Manager, see note 21.

Notes to the Financial Statements for the year to 29 February 2020

1. Company information

New Century AIM VCT PLC is a UK incorporated company whose registered office is:

4th Floor
50 Mark Lane
London EC3R 7QR

New Century AIM VCT PLC is a Venture Capital Trust established under the legislation introduced in the Finance Act 1995. The Company’s principal objective is to achieve long term capital growth through investment in a diversified portfolio of qualifying companies primarily quoted on AIM.

2. Basis of preparation

The financial statements have been prepared in accordance with applicable United Kingdom law and accounting standards and with the Financial Reporting Council’s Financial Reporting Standard FRS 102 and with the Statement of Recommended Practice for Investment Companies re-issued by the Association of Investment Companies in November 2014 and updated in February 2018.

Going Concern basis – on the basis that the assets of the Company consist mainly of marketable securities, the directors are of the opinion that at the time of approving the accounts, the Company has adequate resources to continue in operational existence for the foreseeable future. This is because the directors have a reasonable expectation that the Company has sufficient cash and liquid investments to continue to operate and that the Company will be able to manage its business risks successfully and meet its liabilities as they fall due. Thus, the directors believe it is appropriate to continue to adopt the going concern basis, as also disclosed in the Corporate Governance report on page 18, in preparing the financial statements.

The financial statements are presented in Sterling.

3. Significant estimates and judgements

As the Company’s investment holdings, which comprise over 99% of its total assets, are stated at market bid value based on the closing prices of the London Stock Exchange, the directors do not believe that there is any inherent uncertainty in their presentation of these amounts, and that in their judgement, market value and fair value may be regarded as identical for the purpose of these Financial Statements.

4. Accounting policies

Investments

The 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.

4. Accounting policies (continued)

Investments (continued)

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 or revenue multiples, discounted cash flows and net assets. These are consistent with the IPEV guidelines.

Realised surpluses or deficits on the disposal of investments and permanent impairments in the value of investments are taken to realised capital reserves. Unrealised surpluses and deficits on the revaluation of investments are taken to unrealised capital reserves. Costs incurred relating to acquisitions and disposals are charged to capital reserves as a deduction from proceeds or an addition to costs.

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. In the event that the shares held by the Company are subject to certain restrictions, or the holding is significant in relation to the traded issued share capital of the investee company then the directors may apply a discount to the relevant market price.

Fair value hierarchy

Paragraph 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. Although the Company held some unquoted investments during the year, their values have been written down and they have no value in the portfolio as at 29 February 2020.

There have been no transfers between these classifications in the year (2019: none). The change in fair value for the current and previous year is recognised through the profit and loss account.

4. Accounting policies (continued)

Investments (continued)

Current asset investments

No current asset investments were held at 29 February 2020 or 28 February 2019. Should current assets be held, 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 capital reserve - gains/(losses) on disposal.

It is not the Company’s policy to exercise controlling or significant influence over investee companies, although it may hold a significant interest in some companies. Accordingly, the results of these companies are not incorporated into the revenue account except to the extent of any income earned or received.

Income

Dividend income receivable from quoted securities is recognised on the ex-dividend date. Income from unquoted equity and non-equity securities is recognised on an accruals basis except that a full provision is made until the receipt of the income is certain.

Interest from cash and deposits and fixed returns on debt securities are recognised on an accruals basis.

Expenses

All expenses are accounted for on an accruals basis. One quarter of the investment management fee is charged to the revenue account and the remaining three quarters is charged to capital reserves, net of corporation tax relief, and inclusive of any irrecoverable value added tax. The allocation of the management fee reflects the directors’ estimate of the source of the long-term returns in the portfolio from revenue and capital.

Taxation

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

5. Income

 

Year ended

Year ended

29 February

28 February

2020

2019

£’000

£’000

 

 

 

 

 

Interest receivable

 

 

 

 

- bank deposits and liquid funds

 

-

 

-

 

 

 

 

 

 

 

 

 

 

Dividends from UK companies

 

91

 

108

 

 

 

 

 

Investment income

 

91

 

108

 

 

 

 

 

All of the Company’s income has been generated in the United Kingdom from dividend income from its investment portfolio.

6. Investment management fees

 

Year ended
29 February
2020

Year ended
28 February
2019

 

Revenue

£’000

Capital
£’000

Revenue

£’000

Capital
£’000

 

 

 

 

 

Investment management fees

14

41

16

48

 

 

 

 

 

MD Barnard & Company Limited (“MDB”) provides investment management services to the Company in respect of the Company’s portfolio of venture capital investments under an investment management agreement dated 10 March 2005, supported by a deed of amendment dated 4 September 2017.

Under the terms of the investment management agreement, MDB is entitled to a fee (exclusive of VAT) equal to 1% per annum of the net assets of the company. The fee is calculated quarterly in arrears based on the net assets at 28 February, 31 May, 31 August and 30 November. No performance fee is payable.

The investment management agreement is for a minimum period of three years from 1 September 2017, subject to a trade-off clause that if Simon Like, the present investment manager, ceases to manage the Company’s investments, the Company may terminate the agreement with MDB in a mirror time frame of 12 months’ notice period.

7. Other expenses

 

Year ended
29 February

2020

£’000

Year ended
28 February

2019
£’000

 

 

 

 

 

Administrative and secretarial services

 

27

 

27

Auditors’ remuneration

 

 

 

 

- for audit services

 

12

 

11

Regulatory fees

 

23

 

15

Miscellaneous

 

-

 

2

 

 

 

 

 

 

 

62

 

55

 

 

 

 

 

8. Directors’ remuneration

The chairman received £5,000 (2019: £5,000) remuneration in the year. No other remuneration has been paid or is payable for the year to 29 February 2020 or in respect of the prior year.

9. Tax charge/(credit) on ordinary activities

 

Year ended
29 February
2020

Year ended

28 February

2019

 

Revenue

£’000

Capital
£’000

Revenue

£’000

Capital
£’000

 

 

 

 

 

United Kingdom tax based on the taxable return for the year

-

-

-

-

 

 

 

 

 

Factors affecting tax charge/(credit) for the year

 

 

 

 

 

 

 

 

 

Return on ordinary activities before taxation

15

38

37

(1,297)

 

 

 

 

 

Tax on above at the company rate of 19% (2019: 19.0%)

3

7

7

(246)

 

 

 

 

 

UK dividends not subject to corporation tax

(17)

-

(21)

-

Realised (gains)/losses not taxable

-

(61)

-

(14)

Unrealised (gains)/losses not taxable

-

46

-

251

Non allowable expenses

-

-

-

-

Unutilised losses

14

8

14

9

 

 

 

 

 

 

 

 

 

 

Current tax charge/(credit) for the year

-

-

-

-

 

 

 

 

 

The Company has unrelieved losses amounting to approximately £1,972,000 (2019: £1,855,000) which are available to carry forward for tax purposes which it can set off against future profits. No deferred tax asset has been recognised in respect of these losses in view of the Company’s history of losses recoverability is not sufficiently certain.

10. Dividends paid

 

Year ended
29 February 2020
£’000

Year ended

28 February 2019
£’000

Interim dividend paid

 

-

 

-

Final dividend paid in respect of previous year

 

275

 

267

 

 

 

 

 

 

 

275

 

267

 

 

 

 

 

The directors do not propose to declare a dividend for the year ended 29 February 2020.

11. Return per ordinary share

The revenue return, per ordinary share, is based on the net revenue on ordinary activities after taxation of £15k (2019: £37k) and on 7,860,937 (2019: 7,860,937) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

The positive/(negative) capital return per ordinary share is based on a net realised and unrealised capital profit of £38k (2019: loss of £1,297k) and on 7,860,937 (2019: 7,860,937) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

12. Fixed asset investments at valuation

 

Year ended
29 February 2020
£’000

Year ended

28 February 2019
£’000

 

 

 

 

 

UK Listed

 

153

 

190

AIM

 

4,892

 

5,200

Unlisted

 

-

 

-

 

 

 

 

 

 

 

5,045

 

5,390

 

 

 

 

 

Movements in investments, including realised and unrealised gains and losses, during the year are summarised as follows:

 

 

Year ended 29 February 2020

 

Unlisted

UK listed

AIM

Total

 

 

£'000

£'000

£'000

£'000

 

Valuation at 1 March 2019

-

190

5,200

5,390

 

Purchases at cost

-

-

754

754

 

Transfers

-

-

-

-

 

Sales proceeds

-

(11)

(1,167)

(1,178)

 

Realised gains/(losses) in period

-

2

317

319

 

Unrealised gains/(losses) in period

-

(28)

(212)

(240)

 

Valuation at 29 February 2020

-

153

4,892

5,045

 

 

 

 

 

 

 

Cost at 1 March 2019

324

299

6,162

6,785

 

Purchases

-

-

754

754

 

Transfers

-

-

-

-

 

Sales proceeds

-

(11)

(1,167)

(1,178)

 

Realised gains/(losses) since acq.

-

1

757

758

 

Cost at 29 February 2020

324

289

6,506

7,119

 

12. Fixed asset investments (continued)

 

 

Year ended 28 February 2019

 

Unlisted

UK listed

AIM

Total

 

 

£'000

£'000

£'000

£'000

 

Valuation at 1 March 2018

10

205

6,673

6,888

 

Purchases at cost

-

-

678

678

 

Transfers

-

-

-

-

 

Sales proceeds

-

-

(927)

(927)

 

Realised gains/(losses)

-

-

72

72

 

Unrealised gains/(losses)

(10)

(15)

(1,296)

(1,321)

 

Valuation at 28 February 2019

-

190

5,200

5,390

 

 

 

 

 

 

 

Cost at 1 March 2018

324

299

6,627

7,250

 

Purchases

-

-

678

678

 

Transfers

-

-

-

-

 

Sales proceeds

-

-

(927)

(927)

 

Realised gains/(losses) since acq.

-

-

(216)

(216)

 

Cost at 28 February 2019

324

299

6,162

6,785

 

The overall gain/(loss) on investments for the years shown are in the Income Statement is analysed as follows:

 

Year ended
29 February
2020
£’000

Year ended
28 February

2019
£’000

Net realised gain on disposal

 

319

 

72

Increase in unrealised (loss)/appreciation

 

(240)

 

(1,321)

 

 

 

 

 

 

 

79

 

(1,249)

 

 

 

 

 

13. Venture capital investments

A full list of investments held is disclosed under Investment Portfolio.

14. Significant interests

The Company did not hold more than 10% of the allotted equity share capital of any class of any investee company.

15. Debtors

 

Year ended
29 February
2020
£’000

Year ended
28 February

2019
£’000

Uninvested funds with broker:

 

 

 

 

MD Barnard & Company Limited

 

164

 

73

 

 

 

 

 

 

16. Creditors: amounts falling due within one year

 

Year ended
29 February
2020
£’000

Year ended
28 February

2019
£’000

 

 

 

 

 

Trade creditors and accruals

 

23

 

55

 

 

 

 

 

 

 

23

 

55

 

 

 

 

 

17. Share capital

 

Year ended

29 February 2020
£’000

Year ended

28 February 2019
£’000

 

 

 

 

 

Authorised

 

 

 

 

15,000,000 ordinary shares of 10p each

 

1,500

 

1,500

 

 

 

 

 

Allotted, called up and fully paid

 

 

 

 

7,860,937 (2019: 7,860,937) ordinary shares of 10p

 

786

 

786

 

 

 

 

 

18. Net asset value per share

Net asset value per share is based on net assets at 29 February 2020 of £5,185,801 (28 February 2019 of £5,408,891) and on 7,860,937 ordinary shares (2019: 7,860,937 ordinary shares) in issue at those dates.

19. Performance incentive arrangements

The Investment Manager is not entitled to any performance incentive arrangements.

20. Reserves

Called up 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 share premium.

Capital redemption reserve relates to capital repurchased.

Capital reserve – realised. This represents surpluses or deficits on the disposal of investments and permanent impairment in the value of investments.

Capital reserve – unrealised. This represents surpluses and deficits on the revaluation of investments which are still held in the portfolio at the end of the year. The positive figure shown in the balance sheet of £2,077k is after crediting £4,168k of share premium account, following the Court sanctioned cancellation of the share premium account in 2013. Without this credit, and after including a small historic adjustment of £18k, this reserve would show an unrealised valuation deficit of £2,073k as can be calculated from the summary table of the portfolio’s cost and valuation at the top of page 8.

Revenue reserve includes all current and prior period retained profits and losses. This reserve also benefitted by £4,835k in 2013 from the cancellation of the share premium account.

21. Notes to the cash flow statement

 

Year ended
29 February
2020
£’000

Year ended
28 February
2019
£’000

Operating activity

 

 

Operating return/(loss)

53

(1,260)

Less gain on sale of investments

(319)

(72)

Less investment income (note 5)

(91)

(108)

Add unrealised loss on investments

240

1,321

(Decrease)/increase in creditors (note 16)

(32)

27

 

Cash used in operations

(149)

(92)

 

 

 

 

 

 

Cash and cash equivalents

Cash and cash equivalents comprise £164,050 (2019: £73,544) of uninvested funds, held in a bank account with the investment manager.

22. Risk management and financial instruments

A statement of the Company’s principal objectives is given within the Strategic Report on page 6. In order to achieve these objectives the Company invests its funds primarily in qualifying holdings in unlisted companies and companies traded on AIM, which by their nature may entail a higher degree of risk than investments in large listed companies. The Company has not entered into any derivative transactions, and does not expect to do so in the foreseeable future. As a Venture Capital Trust, the Company invests in securities for the long term, and it is the Company’s policy that no trading in investments or other financial instruments shall be undertaken.

Market price risk

The main risks arising from the Company’s investing activities are market price risk, representing the uncertain realisable values of the Company’s investments. The directors aim to limit the risk attaching to the portfolio as a whole by careful selection of investments and by maintaining a wide spread of investments in terms of financing stage, industry sector and geographical location.

The assets of the Company are held for the most part as listed investments which carry market risk in the form of a single risk variable - market price movement. The directors do not consider that a risk analysis of that single risk variable will produce any useful information beyond the obvious that downward movement in share prices will result in a downward movement in the share values and vice versa. For this reason, the directors do not consider it appropriate to prepare a sensitivity analysis to market price movement.

As an example of market price risk see note 27, the COVID-19 pandemic, which has caused a significant decline in the value of the Company’s investments during February and March of this year.

Interest rate risk

The Company finances its activities through retained profits including realisable capital profits, and through the issue of equity shares. It has not entered into any borrowings. Details of interest bearing assets are given below under financial assets.

22. Risk management and financial instruments (continued)

Liquidity risk

There is liquidity risk associated with unquoted investments, which are not readily realisable.

Credit risk

Credit risk is the risk of a borrower defaulting on either an interest payment or the capital sum of a loan. The exposure is limited to uninvested funds held with the investment manager and the fixed interest loan notes.

Currency risk

The Company’s assets and liabilities are denominated in Sterling. As such, there is little currency risk. Any transactions in currencies other than Sterling are recorded at the rates of exchange prevailing at the date of the transaction. At each reporting date, the monetary assets and liabilities denominated in foreign currencies are re-translated at the rates prevailing on the reporting date.

Capital

The Company’s capital is provided in its entirety by its shareholders in the form of ordinary shares.

The Company’s purpose and objective is the investment of its capital funds in listed investments, primarily those quoted on AIM with a view to securing capital appreciation over the long term.

There were no externally imposed capital requirements with which the Company had to comply during the year to 29 February 2020.

Financial assets

The interest rate profile of the Company’s financial assets is set out below:

 

Year ended
29 February

2020
£’000

Year ended
28 February

2019
£’000

Floating rate

 

164

 

73

Fixed rate

 

-

 

-

Non-interest bearing

 

5,045

 

5,390

 

 

 

 

 

 

 

5,209

 

5,463

 

 

 

 

 

Fixed rate assets

Year ended

29 February

2020

Year ended

28 February

2019

Weighted average interest rate

 

-

 

-

Weighted average years to maturity

 

-

 

-

Floating rate financial assets comprise cash held on deposit and investments in liquidity funds. The benchmark rate for these investments is the UK bank base rate.

Non-interest bearing financial assets comprises equity share and non-equity share investments in investee companies, cash held on non-interest bearing deposit and debtors.

22. Risk management and financial instruments (continued)

Fair values

The investments of the Company are valued by the directors at their bid prices (in accordance with the guidelines issued by the British Venture Capital Association), and these carrying values are considered to approximate the fair value of the investments. The fair values have also been determined in line with the fair value hierarchy as set out in FRS 102 34.22.

23. Financial assets and liabilities

 

Year ended
29 February 2020
£’000

Year ended
28 February 2019
£’000

 

 

 

Financial assets measured at fair value

5,045

5,390

Financial assets measured at amortised cost

164

73

Financial liabilities measured at amortised cost

(23)

(55)

 

 

 

24. Related party transactions

New Century AIM VCT plc is managed by MD Barnard & Company Limited. Details of the relationship and transactions with the related party are included in note 6.

One amount was payable to key management personnel during the year of £5,000 (2019: £5,000).

25. Capital commitments

There were no investments which were approved at the year-end but which had not completed.

26. Control

New Century AIM VCT plc is not under the control of any one party or individual.

27. Post balance sheet events

COVID-19

The impact of COVID-19 on the UK stock market has been severe, and like most shocks it has had a disproportionate impact on the share prices of the smaller, less liquid, companies on AIM – which is the main market in which the Company invests. However, as explained in both the ‘Going Concern’ section of the Director’s Report on page 15 and the ‘Going Concern’ section of the Corporate Governance Report on page 18, this is manageable, both in terms of stock selection and in terms of available resources to meet the anticipated costs of the business for the foreseeable future. Indeed, as mentioned in the Chairman’s Statement, the unaudited value of the fund (based on mid-market prices) had, by the 29 May 2020, more than recovered all of the COVID-19 weakness in the market which occurred during March and April. The overall impact on the Company’s portfolio has therefore proved to be very short-lived, with a very sharp decline followed by a very swift and equal in magnitude recovery in the value of the assets held in the portfolio. Because (i) none of the information that led to this impact was known about, and (ii) the circumstances concerning it did not exist at the balance sheet date, this has been treated as a non-adjusting post balance sheet event.

Shareholder Information for the year to 29 February 2020

The Company

New Century AIM VCT PLC was incorporated on 4 February 2005 in England & Wales. In March 2005, the Company obtained a listing on the London Stock Exchange. A total of £8.465 million was raised (before expenses) through an offer for subscription of new ordinary shares at 100p.

The Investment Manager

New Century AIM VCT PLC is managed by MD Barnard & Company Limited, an independent fund management company based in Laindon, Essex. MD Barnard & Company Limited currently manages or advises investment trust, unit trust and venture capital funds totalling approximately £25 million including New Century AIM VCT PLC.

Venture Capital Trusts

Venture Capital Trusts (VCTs) were introduced in the Finance Act 1995 and are intended to provide a means whereby individual investors can invest in small unquoted trading companies in the UK, with incentives in the form of a number of tax benefits. From 6 April 2005, investors subscribing for new shares in a VCT have been entitled to claim income tax relief of 30% on their investment, irrespective of their marginal tax rate (up to a maximum investment of £200,000 per tax year). The tax relief cannot exceed the amount which reduces an investor’s income tax liability to nil. In addition all dividends paid by VCTs are tax free and disposals of VCT shares are not subject to capital gains tax.

New Century AIM VCT has been approved as a VCT by HM Revenue and Customs. In order to maintain its approval the Company must comply with certain requirements on a continuing basis; in particular, at least 80% by value of the Company’s investments must comprise “qualifying holdings”. A “qualifying holding” consists of up to £1 million invested in any one year in new shares or securities in an unquoted company which is carrying on a qualifying trade and whose gross assets do not exceed £15 million at the time of investment. For the purposes of these criteria, unquoted companies include companies whose shares are traded on the Alternative Investment Market (“AIM”).

As with investment trusts, capital gains accruing to VCTs are not chargeable gains for UK Corporation Tax purposes.

Financial calendar

Annual General Meeting

20 August 2020

Interim report for six months to 31 August 2020

October 2020

Preliminary announcement of results for the year to 28 February 2021

June 2021

Annual General Meeting 2021

August 2021

Share price

The mid-market price of shares in New Century AIM VCT PLC is available daily on the London Stock Exchange website (www.londonstockexchange.com).

Short Name: New Century AIM VCT
Category Code: ACS
Sequence Number: 703017
Time of Receipt (offset from UTC): 20200629T160439+0100

Contacts

NEW CENTURY AIM VCT PLC

Contacts

NEW CENTURY AIM VCT PLC