Half-year Report

Source: RNS
RNS Number : 3744J
Unicorn AIM VCT PLC
20 May 2025
 

Unicorn AIM VCT plc ("The Company")

 

Half-Yearly Report Announcement for the six months ended 31 March 2025

 

Financial Highlights

For the six months ended 31 March 2025

 

·   Net Asset Value ("NAV") total return per share for the six months ended 31 March 2025, after adding back the dividends paid in the period, was -6.9% compared to the FTSE AIM All-Share Index which was -7.1%.

·   £9.8 million of qualifying investments (£4.3 million new, £5.5 million follow-on) made in the period.

·   Interim dividend of 3.0 pence per share declared for the six months ended 31 March 2025.

·   Special dividend of 6.0 pence per share paid during the period.

·   The Offer for Subscription launched on 28 January 2025 was announced as oversubscribed on 31 March 2025 and £15.2 million (after costs of £0.4 million) had been received by the Company at that date. A further £8.9 million (after costs of £0.2 million) was received in April 2025.

 

Fund Performance

Ordinary Shares

Shareholders'

Funds*

(£million)

Net asset value per share (NAV)

(p)

Cumulative dividends paid per share**

 (p)

Net asset value plus cumulative dividends paid per share**

 (p)

Share price

(p)

31 March 2025

182.5

88.0

121.2

209.2

80.5

30 September 2024

111.7

216.4

93.5

31 March 2024

199.5

103.6

108.7

212.3

91.5

30 September 2023

211.9

122.6

93.5

216.1

103.5

 

* Shareholders' funds/net assets as shown in the Condensed Statement of Financial Position below.

** Total dividends (including special dividends) paid since 30 September 2015.

 

Percentage of Assets Held as at 31 March 2025

Description

Total

Qualifying

Non- qualifying


%

%

%

AIM Traded

55.9

55.8

0.1

Unquoted

24.5

24.5

-

Fully Listed

9.6

-

9.6

Other funds ***

7.2

-

7.2

Cash and other assets

2.8

-

2.8

Valuation based on fair value


*** Other funds constitute the Unicorn Ethical Fund, the BlackRock Cash Fund and the Royal London Short-Term Money Market Fund.

 

Chair's Statement

 

I am pleased to present the unaudited Half-Yearly Report of the Company for the six-month period ended 31 March 2025.

 

As at 31 March 2025, the net assets of the Company were £182.5 million. This represents a change of -£16.9 million compared to the position at the start of the current financial year. After accounting for additional shares issued in the period, following a successful Offer for Subscription and after adding back dividends paid in the period, the total return for the six-month period under review was -6.9%.

 

The period under review was characterised by heightened volatility across global financial markets. Domestically, the UK has faced ongoing economic headwinds, including; stubbornly elevated core inflation, persistently high interest rates, and anaemic GDP growth, all of which have constrained business investment and consumer demand. Against this backdrop, the market valuations of Alternative Investment Market ("AIM") and smaller UK-listed businesses have continued to suffer.

 

What is particularly striking is how many of these challenges now feel repetitive in nature. The external pressures affecting smaller companies have endured for far longer than many investors would have hoped or anticipated. These factors include; tight monetary conditions, weak investor sentiment, deteriorating risk appetite, persistent geopolitical tensions and stagnant economic growth.

These headwinds continue to place disproportionate pressure on early-stage and growth-oriented businesses, particularly those requiring access to capital. As a result, several of the Company's portfolio holdings have seen further valuation compression, despite delivering resilient operational performance.

 

During the period, the FTSE AIM All-Share Index registered a total return of -7.1%. Unlike in recent periods, the larger constituents of the Index created the largest drag on the Index's performance. Changes to the rules surrounding inheritance tax were announced in the Autumn Budget. These changes weighed heavily on the share prices of companies that typically feature heavily in IHT Fund portfolios. Looking at UK equity market performance more widely, larger quoted companies again outperformed UK small and mid-caps by a wide margin. The FTSE 100 Index delivered a total return of +5.9%, while the FTSE 250 Index declined by 6.4%over the same period.

 

Nonetheless, there have been some positive developments. Initial Public Offering ("IPO") activity picked up during the first quarter of 2025, with five companies listing on AIM. Meanwhile, M&A activity within the small & mid-cap segments continued to be prominent, reflecting the attractive valuations of UK listed companies to both domestic and international buyers. Your Board appreciates that heightened takeover activity is a sign that value exists within AIM and that such activity may well act as a catalyst for market recovery. Meanwhile, there are short term benefits of heightened M&A activity including; improved portfolio performance and potential liquidity events which can lead to special dividend distributions to the Company's Shareholders, as well as providing some downside protection to company valuations.

 

The Board remains encouraged by the continued discipline and experience shown by the Investment Manager in navigating complex market conditions. The portfolio remains well diversified across sectors and across differing stages of business maturity. We believe this positions the Company to benefit meaningfully from an improvement in market conditions as and when this materialises.

 

Investment Performance

A review of the ten most meaningful contributors to performance in absolute terms (both positive and negative) follows:

 

SulNOx Group (3.2% of net assets, +£4.22 million)

SulNOx is a UK-based greentech company specialising in fuel conditioners and emulsifiers designed to enhance the combustion of liquid hydrocarbon fuels. Their solutions aim to reduce emissions, improve fuel efficiency, and support industries in meeting environmental regulations without requiring capital expenditure. In its Half-Yearly Financial Report for the six-month period ended 30 September 2024, SulNox reported strong revenue growth; with sales up 173% and product volumes rising 400%. SulNOx continues to strengthen its market position, reporting a healthy pipeline of confirmed sales and repeat orders from key sectors including; shipping, logistics, and mining, thereby positioning itself as a growing player in sustainable fuel technologies.

 

Cohort (7.9% of net assets, +£2.96 million)

Cohort is a holding company comprised of wholly owned subsidiaries that deliver advanced technology solutions to defence and security clients. These businesses operate across domains including electro-optical systems, communications, and surveillance, with applications spanning land, sea & air. In addition to defence, Cohort also serves civil sectors such as transport and oil & gas. In 2024, the Cohort Group reported revenue of £182.7 million and an operating profit of £17.4 million. Its order book stood at £291.5 million, offering strong revenue visibility. Operating subsidiaries secured several significant contracts during the year, enhancing the group's innovation capabilities and strengthening its position in defence communications, electronic warfare, and naval systems. During the six-month period under review, Cohort raised gross proceeds of £40 million used partly to fund its acquisition of EM Solutions which is an Australia-based developer and producer of high-end SATCOM terminals for global naval and defence customers.

 

Hasgrove (23.5% of net assets, +£2.64 million)

Hasgrove is an unquoted holding company, which owns an operating subsidiary called Interact. Interact is a fast-growing global provider of corporate intranet solutions that operates a Software-as-a-Service (SaaS) business model. Pricing remains resilient, with consistent annual increases and no signs of downward pressure. Product innovation continues to advance, marked by the successful rollout of new standalone offerings. Net revenue retention remains strong, with top-tier clients demonstrating particularly high engagement and growth. Additionally, Interact's S6 division has now become profitable and is targeting significant year-on-year expansion in the current financial year.

 

SkinBioTherapeutics (1.0% of net assets, +£1.05 million)

SkinBioTherapeutics plc is a UK-based life sciences company specialising in skin health through microbiome-based technologies. SkinBio's pipeline includes products for skin health, with potential applications in areas like eczema, psoriasis, and wound healing. They aim to develop both over the counter and prescription products, by leveraging their proprietary technology. In its Half Yearly Financial Report for the six month period ended 31 December 2024, SkinBio reported half year revenue of £1.58 million, up significantly year-on-year, with a reduced net loss of £1.03 million. Dermatonics, an operating subsidiary, saw steady growth, while SkinBio also advanced its SkinBiotix™ and AxisBiotix platforms. Ongoing R&D and new studies aim to strengthen its position in the skin health and cosmetics markets.

 

Anpario (3.8% of net assets, +£0.75 million)

Anpario is an independent UK-based manufacturer and distributor of natural feed additives that enhance animal health, nutrition and biosecurity across global agricultural and aquaculture markets. Anpario reported on a robust financial performance and positive strategic advancements for its fiscal year ended 31 December 2024. Revenue and adjusted earnings were up 23% and 56% respectively, driven by strong growth in emerging markets. In the period, Anpario also acquired U.S. based competitor, Bio-VetInc. in order to enhance its North American presence. With solid cash reserves, Anpario remains focused on global growth and sustainable animal health solutions.

 

Tracsis (3.3% of net assets, -£2.97 million)

Tracsis is a technology and software business that is split into two operating divisions; a rail technology business and a traffic and data services business. Renowned for its provision of software, hardware, data analytics, and services for rail, traffic data, and broader transport industries, Tracsis develops innovative solutions such as; smart ticketing and automated 'train delay repayment' software to enhance customer experiences. In the period under review, limited visibility and budget-related delays have increased near-term risk and profit growth has been further impacted by slow progress on the disposal of non-core activities. However, demand overall is expected to recover now that election uncertainty has passed.

 

Aurrigo International (1.9% of net assets, -£2.32 million)

Aurrigo is a leading provider of highly specialised autonomous transport solutions, which are predominately aimed at the aviation ground handling industry. Aurrigo's patent protected autonomous vehicles promise more efficient baggage transportation to and from aircraft, thereby reducing labour reliance and minimising the frequency and severity of accidents. Despite healthy revenue growth in its Autonomous division, Aurrigo reported a £1.9 million EBITDA loss in its most recently released Half-Yearly Report, which reflects the company's requirement for ongoing R&D investment. While strategic partnerships and global expansion show promise, financial performance remains weak and is dependent on gaining further commercial traction.

 

MaxCyte (2.8% of net assets, -£2.14 million)

MaxCyte is a leading biotechnology business, which has developed a technology platform to enable the precision engineering of human cells for a wide range of therapeutic applications. Prominent drug developers and academic institutions already utilise MaxCyte's unique technology to pioneer new cell therapies targeting cancer and other rare genetic diseases. However, over the course of 2024, MaxCyte experienced a 6% revenue decline to $38.6 million, which was triggered by a drop in revenues from strategic platform licences. In addition, losses widened to $41.1m, highlighting ongoing investment in R&D and Sales & Marketing. A solid net cash balance of almost $200 million and strong core business growth support MaxCyte's long-term potential. MaxCyte recently announced plans to delist from AIM, with the intention of improving liquidity and reducing costs via a sole Nasdaq listing.

 

Tristel (2.7% of net assets, -£1.67 million)

Tristel develops products designed to prevent hospital acquired infection. Through use of its proprietary chlorine dioxide disinfectant technologies, Tristel's products combat microbial transmission, particularly within hospital and clinical environments, ensuring high-level disinfection and patient safety. Tristel's share price weakened during the six-month period after management noted that sales growth in the US market had been below their expectations due to bureaucratic delays in signing new customers. Nonetheless, they remain confident in the market opportunity and continue to gain commercial traction with their US partner, Parker Labs. Subsequently, Tristel released interim results in February 2025 which reported solid revenue growth of 8% to £22.6 million and a 19% increase in adjusted pre-tax profitto £4.9 million.

 

Futura Medical (0.3% of net assets, -£1.40 million)

Futura Medical is a UK-based pharmaceutical company focused on the research, development, and commercialisation of innovative sexual health treatments. Futura Medical is best known for its proprietary topical formulations, such as Eroxon®, which offer clinically proven, fast acting, and non-invasive alternatives to conventional therapies. In January 2025, Futura Medical issued a cautious trading update, which guided to lower than previously forecast sales for fiscal year 2025 due to slower than anticipated US sales growth for its Eroxon product, as well as some launch delays in other regions. Management noted that they remain confident in the opportunity to address the unmet need for an accessible erectile disfunction treatment. However, Eroxon is an entirely new product category and therefore accurately predicting its sales and royalty payments is particularly challenging. Futura Medical remains well capitalised with net cash of £6.6 million supporting ongoing product and marketing investment.

 

Investment Activity

Investment activity during the period reflected a cautious yet selective approach to new investments. The Company completed four new VCT qualifying investments at a cost of £4.3 million and provided follow-on funding of £5.5 million across nine existing portfolio companies. While the broader IPO market remained relatively subdued, we have seen a modest increase in capital raising activity on AIM and a growing pipeline of prospective investments that meet our quality and growth criteria

.

The Investment Manager continues to maintain a rigorous engagement process with investee companies to monitor financial and strategic progress and to ensure alignment with shareholder interests.

 

Offer for Subscription

The Company launched a new Offer for Subscription on 28 January 2025, which was fully subscribed, raising £24.1 million (net of costs). On behalf of the Board, I am pleased to welcome all new Shareholders and to express our sincere appreciation to existing Shareholders for their continued support.

 

The successful completion of the Offer in what has remained a challenging fundraising environment for AIM-focused VCTs is a strong endorsement of the Company's long-term track record and the disciplined investment approach employed by the Investment Manager. It reflects ongoing confidence in the Company's ability to identify and support high-quality growth businesses during uncertain market conditions.

 

Dividends

The Board has declared an interim dividend of 3.0 pence per share for the six months ended 31 March 2025. This will be paid on 12 August 2025 to Shareholders on the register as at 11 July 2025. The shares will be quoted ex-dividend from 10 July 2025.Dividend decisions are made with careful consideration of distributable reserves, portfolio performance, and future cash requirements.

 

Sanctions Checking

Following legislative changes and the widening of the UK financial sanctions regime, the Company must ensure that dividends are only paid to persons who have been sanctions checked. A small number of Shareholders have not provided date of birth information to enable this checking to be undertaken. The Directors have taken the decision to withhold payments to those Shareholders until this information is received. Please contact us via any of the three methods detailed on page 22 of the Report if you have not yet responded to previous requests to provide your date of birth to ensure that you receive all dividends owing to you.

 

Dividend Reinvestment Scheme ("DRIS")

2,961,725 Ordinary Shares were allotted during the period under the DRIS, enabling Shareholders to reinvest their dividends tax efficiently.

 

Share Buybacks

The Board continues to believe that it is in the best interests of the Company and its Shareholders to make market purchases of its shares from time to time. During the period from 1 October 2024 to 31 March 2025, the Company bought back 3,100,584 Ordinary Shares for cancellation, representing 1.6% of the shares in issue at 30 September 2024, at an average price of 84.49 pence per share (including costs).

 

Material Transactions

Other than the Offer for Subscription, Share Buybacks and the purchase of investments described above, there were no material transactions in the six-month period ended 31 March 2025.

 

VCT Status

The Company continues to meet all HM Revenue & Customs requirements relating to Venture Capital Trusts. As at 31 March 2025, approximately 93% (excluding recent capital raises which are not included in the test) of total assets were invested in VCT qualifying holdings, comfortably above the 80% requirement. The Board remains committed to maintaining compliance and protecting the tax benefits available to our Shareholders.

 

Summary & Outlook

Investor confidence remains subdued, with capital continuing to favour larger, more liquid parts of the market. While this trend has suppressed valuations across the small and mid-cap segment, it has also driven heightened M&A interest. As evidenced by recent transactions across the Company's portfolio, high-quality UK growth businesses are increasingly attracting attention from well capitalised acquirers, both public and private.

 

Compounding the uncertainty for investors and businesses alike is the growing unpredictability of U.S. economic and foreign policy under the current administration. Shifting trade priorities, inconsistent fiscal signalling, and a confrontational international stance have introduced additional layers of complexity to an already fragile global environment. For many of the Company's investee businesses, particularly those with cross-border operations or global supply chains, this lack of stability impairs the ability to plan for long-term growth and also increases execution risk. Markets remain acutely sensitive to U.S. policy direction, and the broader effects are rippling out well beyond American borders.

 

The Board is realistic about the near-term challenges but also remains confident in the long-term merits of the Investment Manager's investment approach. The current portfolio includes numerous companies that retain resilient balance sheets, have commercially successful operating models, and enjoy strong competitive positions. These businesses, supported by prudent stewardship and active engagement from the Investment Manager, means the Company is well positioned to deliver value as and when market conditions begin to improve.

 

As ever; patience, discipline, and a long-term perspective remain essential. While the current negativity may feel depressingly familiar, the businesses that we back have shown resilience and it is upon this foundation that our conviction in better times ahead is based.

 

Tim Woodcock

Chair

19 May 2025

 

Investment Objective

The Company's objective is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maintaining a steady flow of dividend distributions to Shareholders from the income as well as capital gains generated by the portfolio.

 

It is also the objective that the Company should continue to qualify as a Venture Capital Trust, so that Shareholders benefit from the taxation advantages that this brings. To achieve this at least 80% for accounting periods commencing after 6 April 2019 (previously 70%) of the Company's total assets are to be invested in qualifying investments of which 70% by VCT value (30% in respect of investments made before 6 April 2018 from funds raised before 6 April 2011) must be in ordinary shares which carry no preferential rights (save as permitted under VCT rules) to dividends or return of capital and no rights to redemption.

 

Investment Policy

In order to achieve the Company's investment objective, the Board has agreed an investment policy which requires the Investment Manager to identify and invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM that display a majority of the following characteristics:

experienced and well-motivated management;

products and services supplying growing markets;

sound operational and financial controls; and

potential for good cash generation in due course, to finance ongoing development and support for a progressive dividend policy.

 

Asset allocation and risk diversification policies, including maximum exposures, are to an extent governed by prevailing VCT legislation. No single holding may represent more than 15% (by VCT value) of the Company's total investments and cash, at the date of investment.

 

There are a number of VCT conditions which need to be met by the Company which may change from time to time. The Investment Manager will seek to make qualifying investments in accordance with such requirements.

 

Asset Mix

Where capital is available for investment while awaiting suitable VCT qualifying opportunities or is in excess of the 80% VCT qualification threshold for accounting periods commencing after 6 April 2019 (previously 70%), it may be held in cash or invested in money market funds, collective investment vehicles or non-qualifying shares and securities of fully listed companies registered in the UK.

 

Borrowing

To date the Company has operated without recourse to borrowing. The Board may however consider the possibility of introducing modest levels of gearing up to a maximum of 10% of the adjusted capital and reserves, should circumstances suggest that such action is in the interests of Shareholders.

 

Venture Capital Trust Status

The Company has satisfied the requirements for approval as a Venture Capital Trust ("VCT") under section 274 of the Income Tax Act 2007 (ITA). It is the Directors' intention to continue to conduct the business of the Company so as to maintain compliance with that section.

 

Unaudited Investment Portfolio Summary
as at 31 March 2025

Qualifying investments

Book cost

£'000

Valuation

£'000

% of net assets by value *

AIM quoted investments:




Cohort

1,278

14,340

7.9 

Anpario

1,423

6,994

3.8 

Tracsis

1,500

5,940

3.3 

SulNOx Group **

1,741

5,785

3.2 

Avingtrans

996

5,478

3.0 

The Property Franchise Group

1,883

5,453

3.0 

MaxCyte

2,926

5,070

2.8 

Tristel

878

4,742

2.6 

AB Dynamics

792

4,438

2.4 

Idox

1,242

3,663

2.0 

Animalcare Group

2,401

3,546

1.9 

Aurrigo International

4,858

3,428

1.9 

Oberon Investments Group **

2,499

2,927

1.6 

Pulsar Group

3,159

2,869

1.6 

SkinBioTherapeutics

1,500

1,895

1.0 

Renalytix

3,025

1,611

0.9 

Avacta Group

932

1,505

0.8 

RC Formax

1,302

1,410

0.8 

Icanthera **

1,960

1,307

0.7 

Windar Photonics

1,170

1,170

0.7 

Ilika

1,528

1,164

0.6 

Feedback

4,900

1,164

0.6 

EDX Medical Group **

1,300

1,152

0.6 

Good Life Plus **

1,500

1,080

0.6 

PCI-PAL

1,023

1,043

0.6 

Huddled Group

2,250

1,020

0.6 





48 investments, each valued at less than 0.5% of net assets

68,015

11,571

6.3 

 

117,981

101,765

55.8 

Qualifying investments




Unlisted investments




Hasgrove

1,277

42,946

23.5 

Heartstone Inns

1,112

609

0.3 

Gama Aviaton

760

482

0.3 

Phynova Group

1,500

359

0.2 

nkoda Limited

2,496

246

0.1 

11 investments, each valued at less than 0.1% of net assets

20,821

219

0.1 


27,966

44,861

24.5 

Total qualifying investments

145,947

146,626

80.3 





Non-qualifying investments




Fully listed UK equities

20,125

17,496 

9.6 

Blackrock Cash Fund Class D (Unit Trust)

5,000

5,002 

2.7 

Royal London Short Term Money Market Fund Y(OEIC)

5,000

5,002 

2.7 

Unicorn Ethical Fund (OEIC) Income

4,483

3,194 

1.8 

AIM quoted investments

710

95 

0.1 

Other unlisted investments each valued at less than 0.1% of net assets

205

-  

Total non-qualifying investments

35,523

30,789 

16.9 

Total investments

181,470

177,415 

97.2 

Cash and cash equivalents


6,745 

3.7 

Current assets


552 

0.3 

Current liabilities


(2,198)

  (1.2)

Net assets


182,514 

100.0 

 

* Based on fair value not VCT carrying value

** Listed on Aquis Exchange

 
Responsibility Statement
 
Directors' Statement of Principal Risks and Uncertainties

The important events that have occurred during the period under review and the key factors influencing the financial statements are set out in the Chair's Statement above.

 

In accordance with DTR 4.2.7, the Directors consider that with the exception of those mentioned below, the principal risks and uncertainties facing the Company have not materially changed since the publication of the Annual Report and Accounts for the year ended 30 September 2024.

 

The principal risks faced by the Company include, but are not limited to:

 

•    investment and strategic

•    regulatory and tax

•    operational

•    fraud, dishonesty and cyber

•    financial instruments

•    economic and political

•    black swan events

 

In addition, the Directors also assess the possibility of new and emerging risks.

 

A more detailed explanation of these risks and the way in which they are managed can be found in the Strategic Report on pages 33 and 34 and in the Notes to the Financial Statements on pages 81 and 82 of the 2024 Annual Report and Accounts - copies can be found via the Company's website, www.unicornaimvct.co.uk.

 

Directors' Statement of Responsibilities in Respect of the Financial Statements

In accordance with Disclosure and Transparency Rule (DTR) 4.2.10, Tim Woodcock (Chair), Charlotta Ginman (Senior Independent Director), Julian Bartlett (Chair of the Audit Committee) and Josie Tubbs, the Directors, confirm that to the best of their knowledge:

 

● the condensed set of financial statements, which have been prepared in accordance with FRS 104 "Interim Financial Reporting" give a true and fair view of the assets, liabilities, financial position and loss of the Company for the period ended 31 March 2025, as required by DTR 4.2.4;

 

● this Half-Yearly Report includes a fair review of the information required as follows:

 

·      the interim management report included within the Chair's Statement and the Investment Portfolio Summary, includes a fair review of the information required by DTR 4.2.7 being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties facing the Company for the remaining six months of the year; and

 

·      there were no other related party transactions in the first six months of the current financial year that are required to be disclosed in accordance with DTR 4.2.8.

 

Cautionary Statement

This report may contain forward looking statements with regards to the financial condition and results of the Company, which are made in the light of current economic and business circumstances. Nothing in this report should be construed as a profit forecast.

 

The Half-Yearly Report was approved by the Board of Directors on 19 May 2025, and the above responsibility statement was signed on its behalf by:

 

Tim Woodcock

Chair

19 May 2025

 

Management of the Company

The Board has overall responsibility for the Company's affairs including the determination of its investment policy. Risk is spread by investing in a number of different businesses across different industry sectors. The Investment Manager, Unicorn Asset Management Limited, is responsible for managing sector and stock specific risk and the Board does not impose formal limits in respect of such exposures. However, in order to maintain compliance with HMRC rules and to ensure that an appropriate spread of investment risk is achieved, the Board receives and reviews comprehensive reports from the Investment Manager on a monthly basis. When the Investment Manager proposes to make any investment in an unquoted company, the prior approval of the Board is required. The Board continues to take the need for transparency and independence seriously. When a conflict arises involving a relationship between any Director and an investee or proposed investee company, that Director abstains from any discussion or consideration on any such investment by the Company.

 

The Administrator, ISCA Administration Services Limited, provides Company Secretarial and Accountancy services to the Company.

 

Unaudited Condensed Income Statement
for the six months ended 31 March 2025














Six months ended 31 March 2025 (unaudited)

Six months ended 31 March 2024 (unaudited)

Year ended 30 September 2024 (audited)



Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Revenue

£'000

Capital

£'000

Total

£'000

Net unrealised

losses on investments

 

7

(13,667)

(13,667)

(8,809)

(8,809)

(3,267)

(3,267)

Net gains on realisation of investments

7

298 

298 

2,899 

2,899 

5,689 

5,689 

Income

4

1,420 

1,420 

1,262 

1,262 

2,910 

2,910 

Investment management fees

 

2

 

(458)

 

(1,373)

 

(1,831)

 

(486)

 

(1,459)

 

(1,945)

 

(980)

 

(2,940)

 

(3,920)

Other expenses


(440)

(440)

(406)

(406)

(787)

(787)

Profit/ (loss) on ordinary activities before taxation


 

 

522 

 

 

(14,742)

 

 

(14,220)

 

 

370

 

 

(7,369)

 

 

(6,999)

 

 

1,143

 

 

(518)

 

 

625 

Tax on profit/(loss) on ordinary activities

 

3

 

 

 

 

 

 

 

 

 

 

Profit/ (loss) and total comprehensive income after taxation


 

 

522

 

 

(14,742)

 

 

(14,220)

 

 

370

 

 

(7,369)

 

 

(6,999)

 

 

1,143

 

 

(518)

625



 

 

 







Basic and diluted earnings per share: Ordinary Shares

 

 

5

 

 

0.27p

 

 

(7.68)p

 

 

(7.41)p

 

 

0.21p

 

 

(4.20)p

 

 

(3.99)p

 

 

0.62p

 

 

(0.28)p

 

 

(0.34)p

 

All revenue and capital items in the above statement derive from continuing operations of the Company.

 

The total column of this statement is the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standards ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice ("AIC SORP") issued in July 2022 by the Association of Investment Companies.

 

Other than revaluation movements arising on investments held at fair value through Profit or Loss, there were no differences between the profit/(loss) as stated above and at historical cost.

 

The notes form part of these Half-Yearly financial statements.

 

Unaudited Condensed Statement of Financial Position
as at 31 March 2025

 


 

 

Notes

             As at

31 March 2025 

     (unaudited)

            £'000

             As at

31 March 2024 

     (unaudited)

            £'000

                        As at

30 September 2024

                  (audited)

£'000 

Non-current assets





Investments at fair value

1e, 7

177,415 

197,665 

191.643



 



Current assets


 



Debtors


552 

385 

5,388 

Cash and cash equivalents


6,745 

3,438 

4,420 



7,297 

3,823 

9,808 

Creditors; amounts falling due within one year


 

(2,198)

 

(1,948)

 

(2,029)

 

Net current assets


5,099 

1,875 

7,779 



 



Net assets


182,514 

199,540 

199,422 



 



Share capital and reserves


 



Called up share capital


2,074 

1,926 

1,904 

Capital redemption reserve


230 

169 

199 

Share premium account


142,272 

123,741 

124,570 

Capital reserve


7,126 

24,593 

26,582 

Special reserve


12,982 

28,949 

24,027 

Profit and loss account


17,830 

20,162 

22,140 



 



Equity Shareholders' funds


182,514 

199,540 

199,422 



 



Basic and diluted net asset value per share of 1p each


 



Ordinary Shares

8

88.02p

103.58p

104.72p

 

The financial information for the six months ended 31 March 2025 and the six months ended 31 March 2024 have not been audited.

 

The notes form part of these Half-Yearly financial statements.

 

Unaudited Condensed Statement of Changes in Equity
for the six months ended 31 March 2025
 

 

Called up share capital

£'000

 

Capital redemption reserve

£'000

 

Share premium account

£'000

 

Unrealised capital reserve

£'000

 

 

Special   reserve*

£'000

 

Profit and loss account*

£'000

 

 

 

Total

£'000

 






Six months ended 31 March 2025






At 1 October 2024

1,904 

199 

124,570 

26,582 

24,027 

22,140 

199,422 

(Loss)/profit after taxation

(19,456)

5,236 

(14,220)

Transfer to special reserve

(2,561)

2,561 

Shares issued under Offer for Subscription, net of costs

171 

15,069 

15,240 

Net proceeds from DRIS share issue

30 

2,633 

2,663 

Shares repurchased and cancelled

(31)

31

(2,620)

(2,620)

Dividends paid

(5,864)

(12,107)

(17,971)

At 31 March 2025

2,074 

230

142,272 

7,126 

12,982 

17,830 

182,514 

 






Six months ended 31 March 2024






At 1 October 2023

1,729 

147 

100,974  

56,883 

39,040 

13,083 

211,856 

(Loss)/profit after taxation

(32,290)

25,291 

(6,999)

Transfer to special reserve

(2,014)

2,014 

Shares issued under Offer for Subscription, net of costs

187

19,309 

19,496 

Net proceeds from DRIS share issue

32 

3,458 

3,490 

Shares repurchased and cancelled

(22)

22 

(2,026)

(2,026)

Dividends paid

(6,051)

(20,226)

(26,277)

At 31 March 2024

1,926 

169 

123,741 

24,593 

28,949 

20,162 

199,540 









Year ended 30 September 2024






At 1 October 2023

1,729 

147 

100,974  

56,883 

39,040 

13,083 

211,856 

(Loss)/ profit after taxation

(30,301)

30,926 

625 

Transfer to special reserve

(4,077)

4,077 

Shares issued under Offer for Subscription, net of costs

187 

19,309 

19,496 

Net proceeds from DRIS share issues

40 

4,287 

4,327 

Shares repurchased and cancelled

(52)

52 

(4,885)

(4,885)

Dividends paid

(6,051)

(25,946)

(31,997)

At 30 September 2024

1,904 

199 

124,570 

26,582 

24,027 

22,140 

199,422 









The financial information for the six months ended 31 March 2025 and the six months ended 31 March 2024 have not been audited.

 

The profit and loss account comprises the revenue reserve of £776,000 and the realised capital reserve of £17,054,000.

 

*The special reserve and profit and loss account are distributable to Shareholders. The special reserve is used to fund market purchases of the Company's own shares, to make distributions and to write-off existing and future losses.

 

The notes form part of these Half-Yearly financial statements.

 

Unaudited Condensed Statement of Cash Flows
for the six months ended 31 March 2025

 

 

Notes

Six months ended

 31 March 2025

(unaudited)

£'000

Six months ended

 31 March 2024

(unaudited)

£'000

Year ended

30 September 2024

(audited)

£'000

Operating activities





Investment income received


1,390 

1,587 

3,188 

Investment management fees paid


(1,912)

(2,072)

(3,974)

Other cash payments


(456)

(476)

(883)

Net cash outflow from operating activities


(978)

(961)

(1,669)



 



Investing activities


 



Purchase of equity investments

7

(17,309)

(18,795)

(28,405)

Purchase of money market funds

 

7

 

(10,000)

 

(35,000)

 

(37,500)

Sale of investments

7

15,517 

34,781 

44,805 

Sale of money market funds

 

7

17,520 

23,000 

34,500 

Net cash inflow from investing activities


5,728 

3,986 

13,400 

Net cash inflow before financing


4,750 

3,025 

11,731 

Financing


 



Dividends paid

6

(15,288)

(22,768)

(27,641)

Unclaimed dividends returned


400 

Shares issued under Offer for Subscription (net of transaction costs paid in the period)

 

 

15,503 

19,850 

19,496 

Expenses of DRIS share issues


(20)

(38)

Shares repurchased for cancellation


(2,620)

(2,026)

(4,885)

Net cash outflow from financing


(2,425)

(4,944)

(12,668)

Net increase/(decrease) in cash and cash equivalents


2,325 

(1,919)

(937)

Cash and cash equivalents at start of period


4,420 

5,357 

5,357 

Cash and cash equivalents at end of period


6,745 

3,438 

4,420 






 

Reconciliation of operating loss to net cash outflow from operating activities


 

 

 

 

 

 


(Loss)/profit for the period


(14,220)

(6,999)

625 

Net unrealised losses on investments


13,667 

8,809 

3,267 

Net gains on realisation of investments


(298)

(2,899)

(5,689)

Transaction costs


(4)

(60)

(90)

(Increase)/decrease in debtors and prepayments


(29)

319 

287 

Decrease in creditors and accruals


(94)

(131)

(69)

Net cash outflow from operating activities


(978)

(961)

(1,669)

The financial information for the six months ended 31 March 2025 and the six months ended 31 March 2024 have not been audited.

 

The notes form part of these Half-Yearly financial statements.

 
Notes to the unaudited financial statements
for the six months ended 31 March 2025

 

1.  Principal accounting policies

 

a)      Statement of compliance
The Company's Financial Statements for the six months to 31 March 2025 have been prepared under UK Generally Accepted Accounting Practice ("UK GAAP") and the Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' ('the SORP') issued in July 2022 by the Association of Investment Companies.
 
The financial statements have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 30 September 2024.
 
b)      Financial information
The financial information contained in this report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The financial information for the periods ended 31 March 2025 and 31 March 2024 have not been audited or reviewed by the Company's Auditor pursuant to the Auditing Practices Board guidance on such reviews. The information for the year to 30 September 2024 has been extracted from the latest published Annual Report and Financial Statements, which have been lodged with the Registrar of Companies, contained an unqualified auditors' report and did not contain a statement required under Section 498 (2) or (3) of the Companies Act 2006.
 
c)      Going concern
After due consideration, the Directors believe that the Company has adequate resources for the foreseeable future and that it is appropriate to apply the going concern basis in preparing the Financial Statements. As at 31 March 2025, the Company held cash balances of £6.7 million, £17.5 million in fully listed stocks and £3.2 million in the Unicorn Ethical OEIC fund, £5.0 million in the BlackRock Cash Fund (Unit Trust) and £5.0 million in the Royal London Short-Term Money Market Fund (OEIC). The majority of the Company's investment portfolio remains invested in qualifying and non-qualifying AIM traded equities which may be realised, subject to the need for the Company to maintain its VCT status. The cash flow projections, covering a period of at least twelve months from the date of approving the Financial Statements, have been reviewed and show that the Company has access to sufficient liquidity to meet both contracted expenditure and any discretionary cash outflows from buybacks and dividends. The Company has no borrowings and is therefore not exposed to any gearing covenants.
 
d)      Presentation of the Income Statement

In order to better reflect the activities of a VCT and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Statement of Comprehensive Income. The revenue column of profit attributable to Shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Section 274 Income Tax Act 2007.

 

e) Investments

All investments held by the Company are classified as "fair value through profit or loss", in accordance with FRS102. This classification is followed as the Company's business is to invest in financial assets with a view profiting from their total return in the form of capital growth and income and in accordance with the Company's risk management and investment policy. In the preparation of the valuation of assets, in accordance with current IPEV guidelines, the Directors are required to make judgements and estimates that are reasonable and incorporate their knowledge of the performance of the investee companies.

·       For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market.

·       For level 2 investments fair value is determined by the Net Asset Value of the OEICs and Unit Trust at the balance sheet date.

·       Unquoted investments are reviewed at least quarterly to ensure that the fair values are appropriately stated and are valued in accordance with current IPEV guidelines as updated in December 2022, which relies on subjective estimates. Fair value is established by assessing different methods of valuation, such as price of recent transaction, earnings multiples, discounted cash flows and net assets. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional.

·       Where a company's underperformance against plan indicates a diminution in the value of the investment, provision against cost is made, as appropriate. Where it is considered the value of an investment has fallen permanently below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Manager, will agree the values that represent the extent to which an investment loss has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value.

·       Redemption premiums on loan stock investments are recognised at fair value when the Company receives the right to the premium and when considered recoverable.

 

f)     Capital reserves

(i) Realised (included within the Profit and Loss Account reserve)

The following are accounted for in these reserves:

               • the costs associated with the running of the Company;

• gains and losses on realisation of investments;

• permanent diminution in value of investments; and

• transaction costs incurred in the acquisition of investments.

 

(ii) Unrealised capital reserve (Revaluation reserve)

Increases and decreases in the valuation of investments held at the period end are accounted for in this reserve, except to the extent that the diminution is deemed permanent.

 

In accordance with stating all investments at fair value through profit or loss, all such movements through both unrealised and realised capital reserves are shown within the Income Statement for the period.

 

(iii) Special reserve

The Special reserve was created by the cancellation of the Share premium account and Capital redemption reserve in March 2019. The purpose of the Special reserve is to fund market purchases of the Company's own shares as and when it is considered by the Board to be in the interests of the Shareholders, make distributions and to write-off existing and future losses (including permanent impairments) as the Company must take into account capital losses in determining distributable reserves. In addition, 75% of the management fee and the related tax effect are transferred to this reserve. Included in the transfer to the Special reserve from profit and loss account is the total of realised losses incurred by the Company in the period of £1,188,000.

 

(iv) Capital redemption reserve

Represents the nominal value of the shares purchased and cancelled.

 

(v) Share premium account

Represents the amount received in excess of nominal value on the issue of shares.

 

(vi) Share capital

Represents the nominal value of the shares issued.

 

2.   Investment Management Fees

Unicorn Asset Management Limited ("UAML") receives an annual management fee, calculated and payable quarterly in arrears, of 2.0% of the net asset value of the Company, excluding the value of the investments in the OEIC which is also managed by UAML, up to net assets of £200 million, 1.5% of net assets in excess of £200 million and 1.0% of net assets in excess of £450 million. If the Company raises further funds during a quarter the net asset value for that quarter is reduced by an amount equal to the amount raised, net of costs, multiplied by the percentage of days in that quarter prior to the funds being raised.

 

The Directors have charged £1,373,000, 75% of the investment management fees to the capital reserve and the balance of 25%, being £458,000, to revenue.

 

At 31 March 2025, £896,000 payable to the Investment Manager is included in creditors due within one year.

 

3.  Taxation

The total allowable expenses exceed income hence there is no tax charge for the period.

 

4.  Income


Six months

ended

31 March 2025

(unaudited)

£'000

Six months

ended

31 March 2024

(unaudited)

£'000

Year ended

30 September 2024

(audited)

£'000





Equity dividends

937

861 

1,830

Unicorn managed OEICs (including reinvested dividends)

71

58 

189

Other OEICs and Unit Trusts

375

298 

804

Bank interest

37

54 

81

Loan stock interest

-

(9)

6


 




1,420

1,262 

2,910

 

 

5.  Basic and diluted earnings and return per share

`

Six months  

ended  

31 March 2025  

(unaudited)  

Six months  

ended  

31 March 2024  

(unaudited)  

Year ended 

30 September 

 2024 

(audited) 

 




Total earnings after taxation (£'000)

(14,220)  

(6,999)  

625 

Basic and diluted earnings per share (pence)

(7.41)  

(3.99)  

0.34 


 



Net revenue from ordinary activities after taxation (£'000)

522  

370  

1,143 

Basic and diluted revenue earnings per share (pence)

 

0.27  

 

0.21  

 

0.62 


 



Total capital return after taxation (£'000)

(14,742) 

(7,369) 

(518)

Basic and diluted capital earnings per share (pence)

 

(7.68) 

 

(4.20) 

 

(0.28)

Weighted average number of shares in issue in the period

 

191,924,642  

 

175,546,429  

 

183,590,913 

 

There are no instruments in place that may increase the number of shares in issue in the future. Accordingly, the above figures represent both basic and diluted earnings per share.

 

6.  Dividends


Six months ended

31 March 2025

(unaudited)

£'000

Six months ended

31 March 2024

(unaudited)

£'000

Year ended

30 September 2024

(audited)

£'000

Amounts recognised as distributions to equity holders in the period:




Interim capital dividend of nil pence (2024: 3.0 pence) per share for the year ended 30 September 2024 paid on 13 August 2024

-

-

5,728 

Final capital dividend of 3.1 pence (2024: 3.5 pence) per share for the year ended 30 September 2024 paid on 21 February 2025

5,864

6,051

6,051 

Final revenue dividend of 0.4 pence (2024: nil pence) per share for the year ended 30 September 2024 paid on 21 February 2025

757

Special capital dividend of 6.0 pence (2024:11.7 pence) per share for the year ended 30 September 2024 paid on 21 February 2025

11,350

20,226

20,226 

Total dividends paid in the period*

17,971

26,277

32,005 

Unclaimed dividends returned

(8)


 



Total dividends

17,971

26,277

31,997 

 

* The difference between total dividends paid and that shown in the Condensed Cash Flow Statement is £2,683,000, which is the amount of dividends reinvested under the Dividend Reinvestment Scheme ("DRIS").

 

7.  .Investments at fair value


Fully 

listed 

£'000 

Traded on AIM

£'000

Unlisted shares

£'000

Unlisted loan stock

£'000

Other

Funds***

£'000

Total

£'000

Book cost at 30 September 2024

 

20,980 

 

115,078 

 

27,184 

 

600 

 

14,563 

 

178,405 

Unrealised (losses)/ gains at 30 September 2024

(1,871)

1,837 

27,128 

(511)

26,583 

Permanent impairment in value of investments

(2,199)

(11,146)

(13,345)

Opening valuation at 30 September 2024

19,109 

114,716 

43,166 

600 

14,052 

191,643 

Shares delisted *

(1,014)

1,014 

Purchases at cost

9,809 

17,500 

27,309 

Sale proceeds

(1,683)

(8,920)

(49)

(17,520)

(28,172)

Net realised (losses)/ gains**

(50)

391 

49 

(88)

302 

Movement in unrealised gains

120 

(13,122)

681 

(600)

(746)

(13,667)

Closing valuation at 31 March 2025

17,496 

101,860 

44,861 

13,198 

177,415 

Book cost at 31 March 2025

 

20,125 

 

118,691 

 

27,571 

 

600 

 

14,483 

 

181,470 

Unrealised (losses)/gains at 31 March 2025

(1,882)

(15,379)

26,272  

(600)

(1,285)

7,126 

Permanent impairment in value of investments

(747)

(1,452)

(8,982)

(11,181)

Closing valuation at 31 March 2025

17,496 

101,860 

44,861 

13,198 

177,415 

 

*Shares delisted the period relate to The Merit Group (£134,000) and Tribe Technologies (£880,000),

 

** Transaction costs on the purchase and disposal of investments of £4,000 were incurred in the period. These have not been deducted from the realised gains shown above of £302,000 but have been deducted in arriving at gains on realisation of investment disclosed in the Income Statement of £298,000.

 

*** Other funds include the Unicorn Ethical Fund and the Royal London Short Term Money Market Fund which are both OEICs and the BlackRock Cash Fund which is a Unit Trust.

 

Note: Permanent impairments of £11,181,000 continue to be held in respect of losses on investments held at the period end. The reduction in impairments of £2,164,000 relate to Syndicate Room Group (£625,000) which was sold and Crawshaw Group(£1,539,000) which was dissolved during the period.

 

   Reconciliation of cash movements in investment transactions

The difference between sales per Note 7 above and that shown in the Condensed Cash Flow Statement is £4,865,000, which relates to a trade outstanding at the period end of £135,000 and trades outstanding at the prior year end of £5,000,000.

 

The table below sets out fair value measurements using FRS 102 s11.27 fair value hierarchy. The Company has one class of assets, being at fair value through profit or loss.

 


Level 1

£000

Level 2

£'000

Level 3

£'000

Total

£'000

At 31 March 2025





Equity investments

119,356

-

44,861

164,217

Open ended investment companies *

-

13,198

-

13,198

Total

119,356

13,198

44,861

177,415






At 31 March 2024





Equity investments

140,338

-

29,415

169,753

Open ended investment companies *

-

27,912

-

27,912

Total

140,338

27,912

29,415

197,665






At 30 September 2024





Equity investments

133,825

-

43,166

176,991

Loan stock investments

-

-

600

600

Open ended investment companies *

-

14,052

-

14,052

Total

133,825

14,052

43,766

191,643

 

* Open ended companies include the Unicorn Ethical Fund and the Royal London Short Term Money Market Fund which are both OEICs and the BlackRock Cash Fund which is a Unit Trust.

 

There are currently no financial liabilities at fair value through profit or loss.

 

Categorisation within the hierarchy has been determined on the lowest level input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets.

Level 2 - valuation by reference to valuation techniques using directly observable inputs other than quoted prices included within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

 

The valuation techniques used by the Company are explained in the accounting policies in Note 1.

 

The fair value of unquoted investments, categorised as Level 3, is established by assessing different methods of valuation, such as price of recent transaction, earnings multiples, discounted cash flows and net assets, therefore no assumptions are disclosed, or sensitivity analysis provided.

A reconciliation of fair value measurements in Level 3 is set out below:


Equity 

 Investments 

£'000 

Loan stock 

 Investments 

£'000 

 

Total 

£'000 

Opening balance at 1 October 2024

43,166 

600 

43,766 

Shares delisted

1,014 

1,014 

Sales

(49)

(49)

Total gains/(losses)/gains included in losses on investments in the Condensed Income Statement




- on assets sold

49 

49 

- on assets held at the period end

681 

(600)

81 

Closing balance at 31 March 2025

44,861 

44,861 

 

8.  Net asset values


At 31 March

2025

(unaudited)

At 31 March

2024

(unaudited)

At 30 September 2024

(audited)

Net assets

£182,514,000

£199,540,000

£199,422,000

Number of shares in issue

207,363,582

192,635,379

190,437,026

Net asset value per share

88.02p

103.58p

104.72p

 

9.  Post balance sheet events

On 4 April 2025, the Company allotted and issued 8,879,750 ordinary shares, representing approximately 4.3% of the share capital at prices ranging from 90.26 pence per share to 94.64 pence per share, raising net funds of £7,814,000 from gross subscriptions of £8,018,000.

 

On 15 April 2025, the Company allotted and issued 1,211,332 ordinary shares, representing approximately 0.6% of the share capital at prices ranging from 85.95 pence per share to 90.11 pence per share, raising net funds of £1,015,000 from gross subscriptions of £1,041,000. At the date of the signing of this report, there are 217,454,664 ordinary shares in issue.

 

On 17 April 2025, a final Earn Out consideration of £527,000 was received from Tissuemed Limited.

 

10.        Related party transactions

During the first six months of the financial year, no transactions with related parties have taken place which have materially affected the financial position or the performance of the Company.

 

11.        Copies of the Half Yearly Report

Copies of the Half Yearly Report will be available for download on the Company's website: www.unicornaimvct.co.uk.

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of this announcement.

 

A copy of the 2025 Half Yearly Report will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at:

 

https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 


 

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