Half-year report

Molten Ventures VCT plc
LEI: 2138003I9Q1QPDSQ9Z97
Half - Year Report
9 December 2022

RECENT PERFORMANCE SUMMARY

	30 Sept 202 2		31 Mar 202 2		30 Sept 202 1
	Pence		Pence		Pence
Net Asset Value (“NAV”) per Share	52.8		60.6		61.0
Cumulative distributions paid per Share	113.6		110.5		109.0
Total Return per Share	166.4		171.1		170.0

CHAIRMAN ’ S STATEMENT
I am pleased to present the Half-Yearly Report for the Company for the six months ended 30 September 2022.

Perhaps unsurprisingly, the Company has experienced a modest fall in its Net Asset Value per share (“NAV”) over the period, as more testing market conditions have taken hold and public market comparables, where these are used as inputs to valuations, are almost universally down in the period. The portfolio was notable for a significant exit from the legacy portfolio and also saw a number of new investments being added to the technology portfolio.

Net A sset V alue and results
At 30 September 2022, the Company’s Net Asset Value per share (“NAV”) stood at 52.8p, a decrease of 4.7p or 7.8% since 31 March 2022 (after adding back the dividend paid during the period).

The loss on ordinary activities after taxation for the period was £8.9 million (period ended 30 September 2021: £17.1 million profit), comprising a revenue loss of £486,000 (period ended 30 September 2021: £63,000) and a capital loss of £8.4 million (period ended 30 September 2021: £17.2 million profit).

Dividend
In 2022, the interim dividend was paid at the end of January. The Board has reviewed the payment date of the interim dividend and decided to move the usual date to early April in future as this will provide the Board with some additional flexibility as to the level of dividend that can be paid.

The Board targets a total annual dividend of equal to 5% of net asset value. An interim dividend of 1.0p per Share will be paid on 7 April 2023, to Shareholders on the register at 3 March 2023. The Board expects to announce in due course a final dividend for the year ended 31 March 2023 which will be paid in August/September 2023.

Shareholders are reminded that the Company now operates a Dividend Reinvestment Scheme, which allows Shareholders to automatically reinvest their dividends into new shares in the Company and obtain further income tax relief on that investment. Further details about how to opt-in can be found in the “Shareholder Information” section on the inside cover of this report.

V enture capital investments
During the period, the Company made three new and two follow-on investments, at a total cost of £8.2 million.

New investments were made in Expanding Circle Limited (trading as Altruistiq), BeZero Carbon Limited and Fluidic Analytics Limited. Follow-on investments were made in Focal Point Positioning Limited, and Apperio Limited.

At the period end, the Company held a portfolio of 46 venture capital investments, valued at £71.8 million.

As usual, the Board has reviewed the valuations of the unquoted investments as at 30 September 2022 and a number of adjustments to their carrying values have been made. This has resulted in a net valuation downturn of £6.9 million for the period across the whole portfolio, primarily as a result of falls in comparable market valuations and assessment of the portfolio.

The Company holds two AIM-quoted investments; Access Intelligence plc and Fulcrum Utility Services Limited, which are both valued on their share prices as at 30 September 2022. The valuation of the investment in Access Intelligence saw a decrease of £746,000 over the period and that in Fulcrum of £26,000, driven by general market conditions.

Further details on these investments are included in the Investment Manager’s Report.

Fundraising
As reported in the last Annual Report, the Company closed a very successful offer for subscription in April 2022, having raised £20 million.

In view of the strong demand from investors and the expectation of a continuing stream of good quality deal flow, the Company launched a new offer for subscription in October seeking to raise up to £30 million (with an overallotment facility of £10 million to be used at the Directors’ discretion).

Investor interest in this offer is once again proving to be high with over [£12] million having been raised at the time of writing.

Shareholders can find full details of the offer including the prospectus at:

www.moltenventures.com

Investors are recommended to consult their financial adviser before making any investment decisions.

Share buybacks
The Company continues to operate a policy of buying in its shares that become available in the market at approximately a 5% discount to the latest published NAV, subject to regulatory and liquidity constraints.

In line with this policy, during the period, the Company purchased 2,620,650 shares for cancellation at an average price of 54.9p per share.

Any Shareholders considering selling their shares will need to use a stockbroker, whom you should ask to contact Panmure Gordon (UK) Limited, who acts as the Company’s corporate broker and can provide details on closed periods and when the Company is able to buy shares.

Outlook
Despite the reduced valuations of some investments, the Board remains satisfied that the Company continues to hold a well-diversified portfolio of emerging technology businesses which have the potential to deliver attractive returns to investors.

While valuations of the world’s largest quoted technology businesses have fallen heavily in recent months, the transformative, venture capital backed, high growth potential technology businesses in which your Company invests operate in a different environment in terms of funding and corporate activity. fundamental drivers for innovation, for new technologies and the re-invention or creation of new markets, remain strong.

I look forward to updating shareholders on progress in my statement in the Annual Report to 31 March 2023, which will be published in the summer.

David Brock
Chairman

INVESTMENT MANAGER ’ S REPORT
The first six months of the financial year have been against the backdrop of a challenging market environment with inflation and rising global interest rates feeding through to a decline in the value of publicly listed high growth technology companies. Nasdaq has declined 25% in the past six months while technology sub-sectors such as semi-conductors and e-commerce have declined further. In the private markets deployment of investment capital has slowed while companies, and investors, adapt to an environment with a higher cost of capital.

This backdrop of heightened geopolitical risks and rising inflation follows a period where the Company registered an increase in Net Asset Value (“NAV”) of 21% to the year end March 2022. Unsurprisingly given the headwinds the Company has seen a fall in its valuation in the following six-month period to 30 September 2022.

In the last six months the NAV has fallen from 60.1p to 52.8p a decrease of 7.7% after adding back the dividends paid in the period.

There were net unrealised valuation increases of £2.3m over the period; the largest being Focal Point Positioning Limited (£1.7m) on the back of a successful fundraising.

There were net unrealised valuation losses on investments of £9.3 million in the period; the largest write downs being IESO Digital Health Limited (£2.3m), Freetrade Limited (£1.8m), Primary Bid Limited (£1.8m) and Cervest Limited (£1.3m) as valuations and valuation comparables dropped in difficult market conditions.

In the period the company invested a total of £8.2 million into three new companies and two follow-on investments. Details of these are shown in the Chairmans’s report. Post this period end one further new deal has been completed into Worldr (worldr.com), which provides security products for enterprise communications platforms such as Microsoft Teams.

In the period two exits have been completed; Lyalvale Express Ltd was part of the legacy portfolio prior to the co-investment agreement with Molten Ventures. The investment was an MBO made in 1998 and returned a multiple of 4.58x and an IRR of 15.9% over the investment period. The consideration was £5.9 million, having received further income and principal debt repayments of £2.8 million over the investment period. The sale allowed the payment of a special dividend of 1.6p in August 2022.

Servoca was also a legacy portfolio exit for a total consideration of £0.35 million, a small profit of 8% on cost.

Post the period end a further exit has been completed from the Molten technology portfolio; Roomex initial proceeds of £1.28 million are a 1.2x return on cost. There is a possibility of further escrow proceeds of £0.25 million.

We now define the Company as having two portfolios; a new technology portfolio invested alongside other Molten Ventures funds and a legacy portfolio assembled before the Molten Ventures plc arrangement. At the period end, the technology portfolio as a percentage of total net assets accounted for 58%, the legacy portfolio 14%, and cash 28%.

As Investment Manager of the Company, we previously signalled cautious optimism as we believe the fundamentals of technology investing remain strong. We maintain the belief that investing wisely in innovation can yield good returns across the investment cycle.

The core portfolio companies are well funded and while we are not complacent about the economic headwinds, we are confident in our technology investment strategy and the attributes of strong potential for future value growth

Elderstreet Investments Limited
Part of the Molten Ventures Group

SUMMARY OF INVESTMENT PORTFOLIO

Investment Portfolio as at 30 September 20 2 2	Cost	Valuation	Valuation m ovement in p eriod	% of portfolio by value
	£’000	£’000	£’000
Top ten venture capital investments
Thought Machine Group Limited	2,400	9,118	(611)	9.1%
Access Intelligence plc*	2,586	7,638	(746)	7.6%
Endomagnetics Limited	2,147	6,322	-	6.3%
Focal Point Positioning Limited	3,300	5,906	1,710	5.9%
Fords Packaging Topco Limited	2,433	5,867	-	5.9%
Form3 Limited	1,420	5,464	-	5.4%
IESO Digital Health Limited	3,567	3,851	(2,291)	3.8%
Ravelin Technology Limited	1,133	2,117	-	2.1%
Impulse Innovations Limited	2,079	2,079	-	2.1%
River Lane Research Limited	901	1,976	212	2.0%
	21,966	50,338	(1,726)	50.2%
Other venture capital investments	32,492	21,418	(5,196)	21.3%
	54,458	71,756	(6,922)	71.5%
Cash at bank and in hand		28,665		28.5%
Total investments		100,421		100.0%

*Quoted on AIM
All venture capital investments are unquoted unless otherwise stated.

SUMMARY OF INVESTMENT MOVEMENTS

Investment additions
Venture capital investments	£’000
Focal Point Positioning Limited	2,700
Expanding Circle Limited	1,835
BeZero Carbon Limited	1,567
Fluidic Analytics Limited	1,250
Apperio Limited	857
	8,209

Investment disposals	Cost	Value at 1 April 20 2 2	Proceeds	Profit vs cost	Realised gain
	£’000	£’000	£’000	£’000	£’000
Venture capital investments
Lyalvale Express Limited	1,915	5,979	5,979	4,064	-
Servoca plc	333	360	360	26	-
	2,248	6,339	6,339	4,090	-

*Quoted on AIM
All venture capital investments are unquoted unless otherwise stated.

UNAUDITED BALANCE SHEET
as at 30 September 2022

		30 Sept 20 2 2		30 Sept 20 2 1		31 Mar 20 2 2
	Note	£’000		£’000		£’000
Fixed assets
Investments	9	71,756		62,791		76,808
Current assets
Debtors		8		7		20
Cash at bank and in hand		28,665		26,045		31,095
		28,673		26,052		31,115
Creditors: amounts falling due within one year		(1,083)		(99)		(356)
Net current assets		27,590		25,953		30,759
Net assets		99,346		88,744		107,567
Capital and reserves
Called up Share capital	7	9,406		7,275		8,880
Capital redemption reserve		925		728		794
Share premium account		63,628		36,438		56,273
Merger reserve		-		1,828		673
Special reserve	8	2,285		12,041		5,303
Capital reserve - unrealised		23,744		31,052		35,220
Capital reserve - realised	8	936		-		1,516
Revenue reserve	8	(1,578)		(618)		(1,092)
Equity Shareholders’ funds	6	99,346		88,744		107,567
Basic and diluted Net Asset Value per Share	6	52 . 8 p		61 . 0 p		6 0 . 6 p

UNAUDITED INCOME STATEMENT
for the six months ended 30 September 2022

		Six months ended 30 Sept 202 2			Six months ended 30 Sept 202 1			Year ended 31 Mar 202 2
		Revenue	Capital	Total	Revenue	Capital	Total	Total
	Note	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Income		-	-	-	295	-	295	300
Gains on investments
Realised		-	-	-	-	-	-	12
Unrealised		-	(6,922)	(6,922)	-	17,575	17,575	20,221
		-	(6,922)	(6,922)	295	17,575	17,870	20,533
Investment management fees		(289)	(867)	(1,156)	(138)	(416)	(554)	(1,721)
Performance incentive fees		-	(621)	(621)	-	-	-	-
Other expenses		(197)	-	(197)	(220)	-	(220)	(407)
Return on ordinary activities before tax ation		(486)	(8,410)	(8,896)	(63)	17,159	17,096	18,405
Tax on total comprehensive income and ordinary activities		-	-	-	-	-	-	-
Return attributable to equity S hareholders	4	(486)	(8,410)	(8,896)	(63)	17,159	17,096	18,405
Basic and diluted return per S hare	4	(0.3p)	(4.4p)	(4.7p)	-	11.7p	11.7p	12.0 p

All Revenue and Capital items in the above statement are derived from continuing operations. The total column within the Income Statement represents the profit and loss account of the Company.

UNAUDITED STATEMENT OF CHANGE S IN EQUITY
for the six months ended 30 September 2022

	Called up Share capital	Capital redemp - tion reserve	Share premium	Merger reserve	Special reserve	Capital reserve-unrealised	Capital reserve-realised	Revenue reserve	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
At 1 April 202 1	5,537	659	18,321	1,828	15,463	14,159	-	(555)	55,412
Total comprehensive income	-	-	-	-	-	20,221	(1,279)	(537)	18,405
Transfer between reserves	-	-	-	(1,155)	(6,838)	840	7,153	-	-
Transactions with owners
Issue of new Shares	3,478	-	37,952	-	-	-	-	-	41,430
Share issue costs	-	-	-	-	(1,900)	-	-	-	(1,900)
Purchase of own Shares	(135)	135	-	-	(1,422)	-	-	-	(1,422)
Dividends paid	-	-	-	-	-	-	(4,358)	-	(4,358)
At 31 March 202 2	8,880	794	56,273	673	5,303	35,220	1,516	(1,092)	107,567
Total comprehensive income	-	-	-	-	-	(6,921)	(1,489)	(486)	(8,896)
Transfer between reserves	-	-	-	(673)	(1,579)	(4,555)	6,807	-	-
Transactions with owners
Issue of new Shares	657	-	7,767	-	-	-	-	-	8,424
Share issue costs	-	-	(412)	-	-	-	-	-	(412)
Purchase of own Shares	(131)	131	-	-	(1,439)	-	-	-	(1,439)
Dividends paid	-	-	-	-		-	(5,898)	-	(5,898)
At 30 September 20 2 2	9,406	925	63,628	-	2,285	23,744	936	(1,578)	99,346

A transfer of £1,488,000 was made from the Special Reserve to the Capital Reserve – realised in respect of capital expenses for the period. A transfer of £91,000 was made from the Capital Reserve – unrealised to the Special Reserve for realised loss on investment disposal and reversal of impairment loss during the year.

UNAUDITED STATEMENT OF CASH FLOWS

for the six months ended 30 September 2022

	Six months ended 30 Sept 2022	Six months ended 30 Sept 2021	Year ended 31 Mar 20 22
	£’000	£’000	£’000
Cash flow from operating activities
Return on ordinary activities before taxation	(8,896)	17,096	18,405
(Gains)/losses on investments	6,922	(17,575)	(20,233)
Decrease/(increase) in debtors	14	29	11
Increase in creditors	400	18	216
Net cash inflow/(outflow) generated from operating activities	(1,560)	(432)	(1,601)
Cash flow from investing activities
Purchase of investments	(8,209)	(1,120)	(12,491)
Sale of investments	6,339	660	672
Net cash outflow from investing activities	(1,870)	(460)	(11,819)
Cash flows from financing activities
Proceeds from Share issue	8,424	19,924	41,429
Share issue costs	(414)	(797)	(1,853)
Purchase of own Shares	(1,112)	(667)	(1,362)
Equity dividends paid	(5,898)	(2,182)	(4,358)
Net cash inflow from financing activities	1,000	16,278	33,856
Increase/(decrease) in cash	(2,430)	15,386	20,436
Net movement in cash
Beginning of period	31,095	10,659	10,659
Net cash inflow/(outflow)	(2,430)	15,386	20,436
End of period	28,665	26,045	31,095

NOTES
1.  The unaudited Half-Yearly Report covers the six months to 30 September 2022 and has been prepared in accordance with the accounting policies set out in the statutory accounts for the period ended 31 March 2022, which were prepared in accordance with the Financial Reporting Standard 102 (“FRS 102”) and the Statement of Recommended Practice “Financial Statements of Investment Trust Companies” issued in July 2022 (“SORP”).

2.  The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits.

3.  The comparative figures are in respect of the six months ended 30 September 2021 and the year ended 31 March 2022 respectively.

4.  Basic and diluted return per Share

	Six months ended 30 Sept 202 2		Six months ended 30 Sept 20 2 1		Year ended 31 Mar 202 2
Return per Share based on:
Net revenue (loss)/return (£’000)	(486)		(63)		(537)
Capital return per Share based on:
Net capital gain/(loss) (£’000)	(8,410)		17,159		18,942
Weighted average number of Shares	189,766,121		146,059,737		152,969,728

5.  Dividends

	Per			30 Sept 202 2	31 March 202 2
	Share	Revenue	Capital	Total	Total
	Pence	£’000	£’000	£’000	£’000
Payable
2023 Interim	1.5p	-	2,822	2,822	-
Paid in the period
2022 Final	3.1p	-	5,898	5,898	-
2022 Interim	1.5p	-	-	-	2,175
2021 Final	1.5p	-	-	-	2,183
		-	5,898	5,898	4,358

6.  Basic and diluted Net Asset Value per Share

	30 Sept 2022	30 Sept 2021	31 Mar 20 22
Net asset value per Share based on:
Net assets (£’000)	99,346	88,744	107,567
Number of Shares in issue at period end	188,123,911	145,501,149	177,597,183
Net Asset Value per Share	52.8p	61.0p	60.6p

7.  Called up Share capital

	30 Sept 2022	30 Sept 2021	31 Mar 20 22
Ordinary Share s of 5p each
Number of Shares in issue at period end	188,123,911	145,501,149	177,597,183
Nominal value (£’000)	9,406	7,275	8,880

During the period the Company allotted 12,665,155 Ordinary Shares of 5p each (“Shares”) under an Offer for Subscription that launched in November 2021, at an average price of 64.3p per Share. Gross proceeds received thereon were £8.1 million, with issue costs in respect of the Offer amounting to £396,000.

During the period the Company allotted 482,223 Ordinary Shares of 5p each (“Shares”) under a Dividend Reinvestment Scheme that launched in March 2022, at an average price of 57.5p per Share. Gross proceeds received thereon were £277,000, with issue costs in respect of the Offer amounting to £16,000.        

During the period, the Company purchased Shares for cancellation for an aggregate consideration of £1.4 million, at an average price of 54.9p per Share (approximately equal to a 5.0% discount to the most recently published NAV at the time of purchase) and representing 1.5% of the Share capital in issue as at 1 April 2022.

8.  Reserves
The special reserve is available to the Company to enable the purchase of its own Shares in the market without affecting its ability to pay dividends and allows the Company to write back realised capital losses arising on disposals and impairments.

Distributable reserves are calculated as follows:

	30 Sept 20 22	30 Sept 20 21	31 Mar 2022
	£’000	£’000	£’000
Special reserve	2,285	12,041	5,053
Capital reserve - realised	936	-	1,516
Revenue reserve	(1,578)	(618)	(1,092)
Merger reserve - distributable element	-	423	-
Unrealised losses - net of unquoted gains	(1,057)	6,283	1,316
	586	18,129	6,793

In October 2018, the balances on the Share Premium account and the capital redemption reserve were cancelled and added to the special reserve, contributing an additional £26.2 million to distributable reserves. The VCT regulations place some restrictions on the use of these reserves during the first three to four years after the funds on which they arose were raised.

Following the granting of shareholder approval at the Annual General Meeting in August, the Company is now commencing the process to cancel the share premium account and capital redemption reserve which will create additional distributable reserves.

9.   Investments
The fair value of investments is determined using the detailed accounting policy as set out in Note 1 of the Annual Report.

The Company has categorised its financial instruments using the fair value hierarchy as follows:

Level 1        Reflects financial instruments quoted in an active market (fixed interest investments, and investments in shares quoted on either the Main or AIM Markets);
Level 2        Reflects financial instruments that have prices that are observable either directly or indirectly; and
Level 3        Reflects financial instruments that use valuation techniques that are not based on observable market data (unquoted equity investments and loan note investments).

				30 Sept 2022				31 Mar 202 2
	Level 1	Level 2	Level 3	Total	Level 1	Leve l 2	Level 3	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000	£’000
AIM quoted shares	7,056	798	-	7,854	7,723	903	-	8,626
Loan notes	-	-	508	508	-	-	508	508
Unquoted shares	-	-	63,394	63,394	-	-	67,674	67,674
	7,056	798	63,902	71,756	7,723	903	68,182	76,808

10.  Risks and uncertainties
Under the Disclosure and Transparency Directive, the Board is required in the Company’s half-yearly results to report on principal risks and uncertainties facing the Company over the remainder of the financial year.

The Board has concluded that the key risks facing the Company over the remainder of the financial period are as follows:

• investment risk associated with investing in small and immature businesses;
• liquidity risk arising from investing mainly in unquoted businesses; and
• failure to maintain approval as a VCT.
  
  

In all cases the Board is satisfied with the Company’s approach to these risks. As a VCT, the Company is forced to have significant exposure to relatively immature businesses. This risk is mitigated to some extent by holding a well-diversified portfolio.

With a reasonably illiquid venture capital investment portfolio, the Board ensures that it maintains an appropriate proportion of its assets in cash and liquid instruments.

The Company’s compliance with the VCT regulations is continually monitored by the Administration Manager, who regularly reports to the Board on the current position. The Company also retains Philip Hare and Associates LLP to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level.

The Company has considerable financial resources at the period end and holds a diversified portfolio of investments. As a result, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The Directors have concluded that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

11.  The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the “Statement: Half-Yearly Financial Reports” issued by the UK Accounting Standards Board as well as in accordance with FRS 104 Interim Financial Reporting and the half-yearly financial report includes a fair review of the information required by:

(a)  DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the current financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b)  DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last Annual Report that could do so.

12.  The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The figures for the period ended 31 March 2022 have been extracted from the financial statements for that period, which have been delivered to the Registrar of Companies; the Auditor’s report on those financial statements was unqualified.

13.  Copies of the unaudited Half-Yearly Report will be sent to Shareholders shortly. Further copies can be obtained from the Company’s registered office or downloaded from www.moltenventures.com and the Administrator’s site at www.downing.co.uk.