Annual Financial Report

May 14, 2021 2:00 AM EDT

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Octopus Apollo VCT plc  
Final Results
14 May 2021

Octopus Apollo VCT plc, managed by Octopus Investments Limited, today announces the final results for the year ended 31 January 2021.

These results were approved by the Board of Directors on 13 May 2021.

You may, in due course, view the Annual Report in full at www.octopusinvestments.com. All other statutory information can also be found there.

 Year to
31 January 2021
Year to
31 January 2020
Net assets (£’000)168,237132,373
Profit after tax (£’000)19,7674,144
Net asset value (“NAV”) per share (p)49.245.7
Cumulative dividends paid since launch (p)76.474.1
NAV per share plus cumulative dividends paid (p)125.6119.8
Total return %*12.73.4
Dividends per share paid in the year (p)2.33.0
Proposed final dividend (p)**1.31.1

*Total Return is an alternative performance measure calculated as movement in NAV in the period plus dividends paid in the period, divided by the NAV at the beginning of the period.

**The final proposed dividend of 1.3p per Ordinary share for the year ended 31 January 2021 will, subject to shareholder approval at the Annual General Meeting, be paid on 23 July 2021 to all Ordinary shareholders on the register on 9 July 2021.

Key Dates

Annual General Meeting                                 30 June 2021

Final dividend payment date                           23 July 2021

Interim results to 31 July 2021 published        September 2021

Chair’s Statement

Performance
I am pleased to present the annual results for Apollo for the year ended 31 January 2021. The NAV plus cumulative dividends per share at 31 January 2021 was 125.6p, an increase of 5.8p per share from 31 January 2020. The NAV per share increased during the year from 45.7p to 49.2p which represents, after adding back the 2.3p of dividends paid in the year, a total return for the year of 12.7% compared to 3.4% in the previous year.

As shareholders are aware, the Coronavirus pandemic hit around the end of 2019 and on 2 April 2020, following a review of the impact of the pandemic on Apollo’s portfolio, we announced a 6.1% reduction in the NAV per share to 42.9p. I am happy to say that Apollo, in a year the like of which none of us has ever experienced, has performed strongly since then and financial year 2021 has been the strongest year ever for the Company with a 12.7% total return. Our focus on the technology sector played a major role in Apollo’s performance and we have seen exciting growth in the value of a number of our investee companies.

Whilst the commentary presented below refers primarily to the position at 31 January 2021, post the year-end we reviewed the portfolio in advance of recent share allotments and this led to our announcing an increase in the NAV per share from 49.2p to 50.1p on 12 March 2021. In part, this reflects the successful conclusion of certain exits which were still uncertain at 31 January 2021.

Investment Activity
In the year under review the Company invested £15.9 million, representing £7.6 million into two new investments and £8.3 million of follow-on capital into existing investee companies to fund their growth plans, further details of which can be found in the Investment Manager’s report. There were two partial exits and two full exits of portfolio companies during the year generating total proceeds to the Company of £3.4 million.

Dividend and Dividend Policy
It is your Board’s policy to maintain a regular dividend flow where possible in order to take advantage of the tax-free distributions a VCT is able to provide, and work towards the targeted 5% annual dividend yield policy.

I am pleased to confirm that the Board has proposed a final dividend of 1.3p per share in respect of the year ended 31 January 2021. This is in addition to the 1.2p interim dividend paid on the 15 January 2021, and will bring the total dividends declared to 2.5p for the year. As in previous years, dividends will first be paid out of any revenue reserves, with any remaining balance to be paid from the special distributable reserve. The dividend will be payable on 23 July 2021 to shareholders on the register at 9 July 2021.

Dividend Reinvestment Scheme (DRIS)
In common with a number of VCTs, the Company has a dividend reinvestment scheme which was introduced in November 2014. This is an attractive scheme for investors who would prefer to benefit from additional income tax relief on their re-invested dividend. I hope that shareholders will find this scheme beneficial.

During the year to 31 January 2021, 3,189,125 shares were issued under the DRIS, returning £1.4 million to the Company.

Share Buybacks
Your Company has continued to buy back and cancel shares as required. Subject to shareholder approval of resolution 8 at the forthcoming Annual General Meeting (AGM), this facility will remain in place to provide liquidity to investors who may wish to sell their shares, subject to Board discretion. Details of the share buybacks undertaken during the year can be found in the Directors’ Report.

Dividends, whether paid in cash or re-invested under the DRIS, and share buybacks are at the discretion of the Board, and in light of the present circumstances, may be reviewed when necessary.

VCT Regulations Status
PwC provides both the Board and Manager with advice concerning ongoing compliance with HMRC’s rules and regulations concerning VCTs. The Board has been advised that the Company is in compliance with the conditions laid down by HMRC for maintaining approval as a VCT.

A key requirement is to maintain at least a 80% qualifying investment level which, at 31 January 2021, was at 87.4%.

Further information on VCT regulation is detailed in the Directors’ Report.

Annual General Meeting
Following government guidelines, our AGM will be held remotely at 10.00am on Wednesday 30 June 2021.

We will also be hosting a virtual shareholder event after the AGM at 10.30am. This will enable shareholders to receive an update from the Portfolio Manager and provide an opportunity for questions to the Board and the Portfolio Manager. You can register for the event at octopusinvestments.com/apollo-shareholder-event/.

Shareholders’ views are important, and the Board encourages shareholders to vote on the resolutions within the Notice of Annual General Meeting using the proxy form, or electronically at www.investorcentre.co.uk/eproxy as there will be no opportunity to vote in person. The Board has carefully considered the business to be approved at the Annual General Meeting and recommends shareholders to vote in favour of all the resolutions being proposed. We encourage shareholders to submit their votes by proxy.

We always welcome questions from our shareholders at the AGM but this year, to ensure we are able to respond to any questions you may have for either the Portfolio Manager or Apollo VCT Board, please send these via email to ApolloAGM@octopusinvestments.com by 5:00pm on 25 June 2021. All questions received will be included on the website along with the relevant replies at www.octopusinvestments.com/our-products/venture-capital-trusts/octopus-apollo-vct/.

Board of Directors
James Otter will be standing down from the Board of Apollo on 31 July 2021. James was Chair of Octopus VCT and joined the board when it was merged into Apollo in 2014. On behalf of shareholders and other board members, I would like to thank James for his insightful contributions to the board during the uncertain and challenging times which we have experienced.

The Board have begun a process to identify a replacement for James and will notify you of its outcome as soon as it is concluded.

Outlook and future prospects
We continue to be optimistic about the Company’s future investment prospects and its current diverse portfolio. Even during the past year which was filled with uncertainty due to the Coronavirus pandemic, the Company has shown great resilience and has shown a record 12.7% total return in the year. The majority of our investee companies have been performing very well and only a small minority have been negatively influenced by these events.

The investment team completed two new investments and seven follow-on investments during the year and expects to be able to continue with further new investment activity in 2021, with one new investment of £4.0 million and one follow-on of £2.5 million already made since year end.

This favourable position led your Board to announce on 3 March 2021 that it is in the interest of shareholders for the Company to extend the current fundraising from £35 million to £75 million. This will allow the investment team to continue making investments on behalf of the Company, helping to further diversify the assets and create opportunities for future growth.

Murray Steele
Chair
13 May 2021

Investment Manager’s Review

Personal Service
At Octopus we focus on both managing your investments and keeping you informed throughout the investment process. We are committed to providing our investors with regular and open communication. Our updates are designed to keep you informed about the progress of your investment.

Octopus was established in 2000 and has a strong commitment to both smaller companies and to VCTs. We currently manage four VCTs, including Apollo, and manage over £1.6 billion of assets in the VCT sector which makes us by some distance the UK’s leading VCT manager.

Investment Policy
The majority of companies in which Apollo invests operate in sectors where there is a strong opportunity for growth. Ideally, we invest in companies that have recurring or repeating revenues from financially sound customers. We also seek to invest into companies that will provide an opportunity for the VCT to realise its investment typically within three to five years.

Performance
The Company made a total return per share of 12.7% in the year 31 January 2021, which is the highest total return since the inception of Octopus Apollo VCT plc. The NAV per share increased from 45.7p to 49.2p. In addition, 2.3p of dividends were paid over the period, bringing cumulative dividends paid to date to 76.4p and the total return (NAV plus cumulative dividends) to 125.6p per share.

Despite the fact that the past year was full of uncertainty caused by the Coronavirus pandemic, in the first six months of the year, the Company reported a total return per share of 0.9%. The second half of the year generated a total return of 11.8% after adding back 2.3p of dividends. This demonstrates a good level of resilience as well as validation of the change in Apollo’s investment strategy over recent years. Apollo provides three pillars of growth from its funding - expansion of sales and marketing functions, incremental R&D, and geographic expansion. These were the common themes running through the portfolio companies in the period, with the resulting company growth being the key driver of performance.

As seen through the Top 10 Investments in the year, the performance during the year was largely attributable to strong performance in the new investments made in recent years. Pleasingly, however, the legacy part of the portfolio also contributed positively in aggregate during the year. Performance is discussed further in the Portfolio Review below.

Since the year end, the Investment Manager along with the Board assessed the latest position of all the underlying portfolio companies. This resulted in a revised NAV of 50.1p per share which was an increase of 1.8% from the 31 January NAV. This NAV change reflects valuation adjustments across the portfolio, which are carried out at fair value.

Portfolio Review
As at 31 January 2021 the Company’s portfolio is comprised of 50 companies with a total valuation of £143.8 million. This represents 85.5% of the net assets of the fund with 18.6% of the net assets held as cash or liquid assets at the year-end. The portfolio includes eight quoted AIM investments (4.8% of net assets), eight Octopus Titan VCT plc (an Octopus managed VCT) co-investments (3.8% of net assets), with the balance (76.9% of net assets) being Apollo-only investments in private companies.

During the year, the value of the invested portfolio increased by £25.9 million, excluding additions and disposals. The increase is as a result of positive valuation movements across a number of investments in the portfolio including the fund’s investments in Veeqo Limited, N2JB Limited (trading as Natterbox), Hasgrove Limited, Countrywide Heathcare Services Limited, Healthcare Services and Technology Limited and Simply Cook Limited. These increases were offset by negative valuation adjustments during the year from the three Reserve Power companies, namely Kabardin Ltd, Valloire Power Ltd and Red Poll Power Ltd which had a combined £3.5 million valuation decrease.

As part of liquidity management, during the early part of the year £12 million was invested in the Octopus Portfolio Manager (“OPM”) funds, while later in the year £9 million was withdrawn from such funds, taking total OPM holdings at 31 January 2021 to £16.7 million, at year end valuations. Octopus has waived its management fees in relation to OPM.

The Company’s investment portfolio is set out below. It continues to hold appropriate investments to meet VCT requirements.

Investment Activity
During the year, the Company disposed of two investments, Cello Health plc and Acquire Your Business Ltd, and made two part-disposals for total sale proceeds of £3.4 million. In the year, we saw a net realised gain of £0.9 million on these transactions, primarily as a result of the part-disposals of Hasgrove Limited and Ergomed Limited.

The Company made the following new investments during the year:

  • Sova Assessment £3.0 million – Sova is a candidate assessment and talent management software platform. It provides technology to blue-chip organisations across a range of sectors that conduct large volumes of hiring with a need to digitise the candidate experience; and
  • Ryte £4.6 million – Ryte is a website quality management software business. It helps organisations optimise the performance of their website to enhance the customer experience, improve SEO results and ensure compliance with regulatory standards.

In addition to the new investments above, the Company invested £8.3 million in follow-on capital to seven existing investee companies to continue their growth plans.

Since the year end, the Company has also made one follow-on investment of £2.5 million and one further new investment of £4.0 million.

Outlook and Future Prospects
This time last year we wrote about the Coronavirus pandemic and the high level of uncertainty that existed in an economic sense. The rapid development of the Coronavirus pandemic since the Apollo prior year end had spread fear and disrupted global economic activity. Central banks had reduced interest rates and Governments had announced unprecedented peacetime financial support and stimulus in response. After three national lockdowns, I am hoping that the worst is behind us and that the Coronavirus pandemic can be brought under control as the vaccines are being rolled out.

Although Apollo faced some challenges in the first half of its financial year, I am happy to say that it has been a record year for the Company with a 12.7% total return. The nature of the current investment portfolio and the characteristics of the businesses that the Company supports are largely contracted recurring revenue business models, which means that several assets have been insulated from any direct impact from the pandemic. They are therefore well-positioned to be more resilient (e.g. they are not like business which have seen revenues fall dramatically due to the social distancing measures imposed, such as businesses in the travel, leisure or retail sectors).

We therefore remain optimistic about the Company’s future investment prospects and its current diverse portfolio. The investment team has continued to create a healthy pipeline of new growth capital investments that meet the investment criteria of the Company owing to its origination activities during the previous year. This level of investment activity, as noted in the Chair’s Statement, has led to the extension of the current fundraising process from £35 million to £75 million to ensure that the Company has sufficient capital available for the investment team to make new investments to support further diversification of the investment portfolio and any potential follow-on investments into existing assets.

If you have any questions on any aspect of your investment, please call one of the team on 0800 316 2295.

Richard Court
Octopus Investments Limited
13 May 2021

Investment Portfolio

Top 10 InvestmentsSectorInvestment cost as at
31 January 2021
£’000
Total movement in fair value since investment
£’000
Fair value as at
31 January 2021
£’000
Movement in fair value in year to 31 January 2021
£’000
% equity held by Apollo VCT 
Natterbox LimitedTechnology12,9908,27121,2613,9759.0 
Healthcare and Services Technology LimitedHealthcare7,1863,72510,9112,41510.0 
Ubisecure Holdings LimitedTechnology5,5754,4219,9962,24530.0 
Veeqo LimitedTechnology4,3505,1989,5484,80323.9 
Simply Cook LimitedConsumer Goods6,7502,6059,3552,60523.5 
Countrywide Healthcare Supplies Holdings LimitedHealthcare2,6755,5668,2412,88420.7 
Anglo European Group LimitedManufacturing5,0002,2747,27432126.7 
One Team Logic LimitedTechnology3,7002,3326,0322,15417.5 
Fuse Universal LimitedTechnology5,0006025,6024340.0 
Ryte GmgHTechnology4,5479855,53298516.2 
Other* 57,682(7,603)50,0803,036  
Total investments 115,45528,376143,83225,857  
Current asset investments   16,657   
Cash at bank   14,680   
Debtors less creditors   (6,932)   
Net assets   168,237   

*Other comprises the remaining 40 investments whose valuation is outside the top 10: Angelico Solar Limited, Artesian Solutions Limited, Augean plc, Barrecore Limited, Behaviometrics AB, Bramante Solar Limited, British Country Inns plc, Canaletto Solar Limited, CurrencyFair Limited, Dyscova Limited, Ecrebo Limited, EKF Diagnostics Holdings plc, Ergomed plc, Eve Sleep plc, Fiscaltec, Hasgrove Limited, Kabardin Limited, Leonardo Solar Limited, Luther Pendragon Limited, Mi-Pay Group plc, Modigliani Solar Limited, Nektan plc, Origami Energy Limited, Oxifree Group Holding Limited, Pirlo Solar Limited, Red Poll Power Limited, Renalytix plc, Secret Escapes Limited, Segura Systems Limited, Sourceable Limited, Sova Assesment Limited, Superior Heat Limited, Tintoretto Solar Limited, Tiziano Solar Limited, Trafi Limited, Triumph Holdings Limited, Valloire Power Limited, Vertu Motors plc and Winnipeg Heat Limited.

Directors’ Responsibilities Statement

The Directors are responsible for preparing the Strategic Report, the Directors’ Report, the Directors’ Remuneration Report and the Financial Statements in accordance with applicable law and regulations. They are also responsible for ensuring that the Annual Report and Accounts include information required by the Listing Rules of the Financial Conduct Authority.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable laws) including FRS 102 – “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company for that period.

In preparing these financial statements, the Directors are required to:

  • select suitable accounting policies and then apply them consistently;
  • make judgments and accounting estimates that are reasonable and prudent;
  • state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and
  • prepare a Strategic Report, a Directors’ Report and Directors’ Remuneration Report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In so far as each of the Directors is aware:

  • there is no relevant audit information of which the Company’s auditor is unaware; and
  • 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 auditor is aware of that information.

The Directors are responsible for preparing the annual report in accordance with applicable law and regulations. Having taken advice from the Audit Committee, the Directors consider the annual report and the financial statements, taken as a whole, provide the information necessary to assess the Company’s position performance, business model and strategy and is fair, balanced and understandable.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors confirm that, to the best of their knowledge:

  • the financial statements, prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including FRS 102, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
  • the Annual Report and Accounts (including the strategic report), give a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces.

On behalf of the Board

Murray Steele
Chair
13 May 2021

NON-STATUTORY ACCOUNTS
The financial information set out below does not constitute the Company's statutory accounts for the years ended 31 January 2021 or 31 January 2020 but is derived from those accounts. Statutory accounts for the year ended 31 January 2020 have been delivered to the Registrar of Companies and statutory accounts for the year ended 31 January 2021 will be delivered to the Registrar of Companies in due course. The Auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor's reports can be found in the Company's full Annual Report and Accounts at www.octopusinvestments.com.

Income Statement

  Year ended 31 January 2021Year ended 31 January 2020
  Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Realised gain on disposal of fixed asset investments 9469464,8724,872
Realised (loss)/gain on disposal of current asset investments (3)(3)4646
Change in fair value of fixed asset investments 25,85725,8571,6411,641
Change in fair value of current asset investments 1010261261
Investment income 2,0632,0633,3093,309
Investment management fees (653)(6,885)(7,538)(559)(3,411)(3,970)
Other expenses (1,568)-(1,568)(2,015)(2,015)
(Loss)/profit before tax (158)19,92519,7677353,4094,144
Tax on return on ordinary activities 
(Loss)/profit after tax (158)19,92519,7677353,4094,144
(Loss)/earnings per share – basic and diluted (0.1)p6.5p6.4p0.3p1.3p1.6p
  • The ‘Total’ column of this statement is the profit and loss account of the Company; the revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies
  • All revenue and capital items in the above statement derive from continuing operations
  • The Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds

The Company has no other comprehensive income for the period.

Balance Sheet

  As at 31 January 2021As at 31 January 2020
  £’000£’000£’000£’000
Fixed asset investments  143,832 104,534
Current assets:     
Investments 16,657 13,649 
Debtors 2,335 1,982 
Cash at bank 14,680 16,637 
  33,672 32,268 
Creditors: amounts falling due within one year (9,267) (4,429) 
Net current assets  24,405 27,839
Net assets  168,237 132,373
      
Share capital  34,206 28,994
Share premium  45,141 70,947
Special distributable reserve  52,397 16,975
Capital redemption reserve  6,315 5,046
Capital reserve realised  (9,046) 5,714
Capital reserve unrealised  39,382 4,697
Revenue Reserve  (158) 
Total shareholders' funds  168,237 132,373
Net asset value per share – basic and diluted  49.2p 45,7p

The statements were approved by the Directors and authorised for issue on 13 May 2021 and are signed on their behalf by:

Murray Steele
Chair
Company number: 05840377

Statement of Changes in Equity

 Share Capital

£’000
Share Premium

£’000
Special distributable reserves*

£’000
Capital redemption reserve

£’000
Capital reserve realised*

£’000
Capital reserve unrealised

£’000
Revenue reserve*

£’000
Total

£’000
As at 1 February 202028,99470,94716,9755,0465,7144,697132,373
Total comprehensive income for the year(5,942)25,867(158)19,767
Contributions by and distributions to owners:        
Repurchase and cancellation of own shares(1,269)(5,414)1,269(5,414)
Issue of shares6,48123,07029,551
Share issue cost(569)(569)
Dividends paid(7,471)(7,471)
Total contributions by and distributions to owners:5,21222,501(12,885)1,26916,097
Other movements:        
Prior year fixed asset gains now realised942(942)
Transfer between reserves(9,760)9,760
Cancellation of share premium(48,307)48,307
Total other movements(48,307)48,307(8,818)8,818
Balance as at 31 January 202134,20645,14152,3976,315(9,046)39,382(158)168,237


 Share Capital

£’000
Share Premium

£’000
Special distributable reserves*

£’000
Capital redemption reserve

£’000
Capital reserve realised*

£’000
Capital reserve unrealised

£’000
Revenue reserve*

£’000
Total

£’000
As at 1 February 201925,25053,25629,6023,9147,698(696)119,024
Total comprehensive income for the year1,5071,9027354,144
Contributions by and distributions to owners:        
Repurchase and cancellation of own shares(1,132)(5,017)1,132(5,017)
Issue of shares4,87618,37623,252
Share issue cost(685)(685)
Dividends paid(7,610)(735)(8,345)
Total contributions by and distributions to owners:3,74417,691(12,627)1,132(735)9,205
Other movements:        
Prior year fixed asset losses now realised(3,491)3,491
Total other movements(3,491)3,491
Balance as at 31 January 202028,99470,94716,9755,0465,7144,697132,373

*Included in these reserves is an amount of of 43,193,000 (2020: £22,689,000) which is considered distributable to shareholders.

Cash Flow Statement

  Year to

31 January 2021
£’000
Year to

31 January 2020
£’000
Cash from operating activities   
Profit after tax 19,7674,144
Adjustments for:   
(Increase)/decrease in debtors (353)598
Increase in creditors 4,343257
(Gain) on disposal of fixed assets (946)(4,872)
Loss/(gain) on disposal of current assets 3(46)
Gain on valuation of fixed asset investments (25,857)(1,641)
Gain on valuation of current asset investments (10)(261)
Net cash utilised in operations (3,053)(1,821)
    
Cash flows from investing activities   
Purchase of fixed asset investments (15,851)(29,277)
Proceeds on sale of current asset investments 3,35617,794
Purchase of current asset investments (12,000)
Proceeds on sale of current asset investments 9,0005,000
Net cash flows utilised in investing activities (15,495)(6,483)
    
Cash flows from financing activities   
Movement in applications account 4952,533
Purchase of own shares (5,414)(5,017)
Proceeds from share issues 28,10821,727
Cost from share issues (569)(685)
Dividends paid (net of DRIS) (6,029)(6,820)
Net cash flows generated from financing activities 16,59111,738
    
(Decrease)/increase in cash and cash equivalents (1,957)3,434
Opening cash and cash equivalents 16,63713,203
Closing cash and cash equivalents 14,68016,637

Post Balance Sheet Events
The following events occurred between the Balance Sheet date and the signing of these financial statements:

•        The Company invested a total of £4.0 million into one new investment and £2.5m into a follow-on investment.

•        The Company fully disposed of five investments for a total proceeds of £31.6m.

RNS ends.




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