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A member of the Association
of Investment Companies
Albion Technology & General VCT PLC
Albion Technology & General VCT PLC
Annual Report and Financial
Statements for the year
ended 31 December 2021
Albion Technology & General VCT PLC 2021
2021
Contents
1
Albion Technology & General VCT PLC
1
Page
2 Company information
3 Investment objective and policy
3 Financial calendar
4 Financial highlights
6 Chairman’s statement
10 Strategic report
22 Environmental, Social, and Governance (“ESG”)
report
25 The Board of Directors
26 The Manager
28 Portfolio of investments
31 Portfolio companies
36 Directors’ report
42 Statement of Directors’ responsibilities
43 Statement of corporate governance
49 Directors’ remuneration report
52 Independent Auditor’s report
58 Income statement
59 Balance sheet
60 Statement of changes in equity
61 Statement of cash flows
62 Notes to the Financial Statements
76 Notice of Annual General Meeting
263047 Albion T&G VCT pp01-pp09 new.qxp 13/04/2022 14:04 Page 1
Company information
Albion Technology & General VCT PLC is a member of The Association of Investment Companies (www.theaic.co.uk).
Shareholder information
For help relating to dividend payments, shareholdings and share certificates please contact Computershare Investor Services PLC:
Tel: 0370 873 5854 (UK national rate call, lines are open 8.30am – 5.30pm; Mon – Fri, calls are recorded)
Website: www.investorcentre.co.uk
Shareholders can access holdings and valuation information regarding any of their shares held with Computershare by registering on
Computershare’s website.
Shareholders can also contact the Chairman directly on: AATGchair@albion.capital
Financial adviser information
For enquiries relating to the performance of the Company, and information for financial advisers please contact the Business
Development team at Albion Capital Group LLP:
Email: info@albion.capital
Tel: 020 7601 1850 (lines are open 9.00am – 5.30pm; Mon – Fri, calls are recorded)
Website: www.albion.capital
Please note that these contacts are unable to provide financial or taxation advice.
Company name
Albion Technology & General VCT PLC (the “Company”)
Company number
04114310
Directors
R Archibald, Chairman
P M Payn
M A Cordeiro
P H Reeve
Dr. N E Cross (retired 27 May 2021)
M V Rees-Mogg (retired 20 September 2021)
Country of incorporation
United Kingdom
Legal form
Public Limited Company
Manager, company secretary,
AIFM and registered office
Albion Capital Group LLP
1 Benjamin Street
London, EC1M 5QL
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Auditor
BDO LLP
55 Baker Street
London, W1U 7EU
Corporate broker
Panmure Gordon (UK) Limited
One New Change
London, EC4M 9AF
Taxation adviser
Philip Hare & Associates LLP
Hamilton House
1 Temple Avenue
London, EC4Y 0HA
Legal adviser
Bird & Bird LLP
12 New Fetter Lane
London, EC4A 1JP
Depositary
Ocorian Depositary (UK) Limited
Level 5, 20 Fenchurch Street
London, EC3M 3BY
Albion Technology & General VCT PLC
2
263047 Albion T&G VCT pp01-pp09 new.qxp 13/04/2022 14:04 Page 2
Albion Technology & General VCT PLC
3
Investment objective and policy
The Company’s investment objective is to provide investors with a regular and predictable source of dividend income, combined with
the prospect of long-term capital growth, through a balanced portfolio of predominantly unquoted growth and technology businesses
in a qualifying Venture Capital Trust (“VCT”).
Investment policy
The Company will invest in a broad portfolio of unquoted growth and technology businesses. Allocation of assets will be determined by
the investment opportunities which become available, but efforts will be made to ensure that the portfolio is diversified in terms of
sectors and stages of maturity of portfolio companies.
VCT qualifying and non-qualifying investments
Application of the investment policy is designed to ensure that the Company continues to qualify and remains approved as a VCT by
HM Revenue and Customs (“VCT regulations”). The maximum amount invested in any one company is limited to any HMRC annual
investment limits. It is intended that normally at least 80 per cent. of the Company's funds will be invested in VCT qualifying investments.
The VCT regulations also have an impact on the type of investments and qualifying sectors in which the Company can make an
investment.
Funds held to invest in VCT qualifying assets or for liquidity purposes will be held as cash on deposit, invested in floating rate notes or
similar instruments with banks or other financial institutions with high credit ratings. They may also be invested in liquid open-ended
equity funds providing income and capital equity exposure (where it is considered economic to do so). Investment in such open-ended
equity funds will not exceed 7.5 per cent. of the Company’s assets at the time of investment.
Risk diversification and maximum exposures
Risk is spread by investing in a number of different businesses within VCT qualifying industry sectors using a mix of securities. The maximum
the Company will invest in a single company is 15 per cent. of the Company’s assets at cost at the time of investment. The value of an
individual investment is expected to increase over time as a result of trading progress and a continuous assessment is made of
investments' suitability for sale. It is possible that individual holdings may grow in value to a point where they represent a significantly
higher proportion of total assets prior to a realisation opportunity being available.
Borrowing powers
The Company’s maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. The
Directors do not have any intention of utilising long-term gearing.
Financial calendar
Annual General Meeting 3pm on 26 May 2022
General Meeting 4pm on 26 May 2022
Record date for first dividend 6 June 2022
Payment date of first dividend 30 June 2022
Announcement of Half-yearly results for the six months ending 30 June 2022 September 2022
263047 Albion T&G VCT pp01-pp09 new.qxp 13/04/2022 14:04 Page 3
Albion Technology & General VCT PLC
4
Financial highlights
200.28p
To ta l shareholder value – being net asset value plus
dividends paid per Ordinary share since launch
†
14.98p
Increase in total shareholder value for the year ended
31 December 2021
†
21.6%
Total uplift on opening net asset value per share
†
3.68p
Total tax-free dividend per Ordinary share paid in the
year ended 31 December 2021 (a dividend yield of
5.3% on opening net asset value)
80.65p
Net asset value per Ordinary share as at
31 December 2021
Methodology: The total shareholder value to the shareholder including original amount invested (rebased to 100) from 1 January 2012 assuming that dividends
were reinvested at the net asset value of the Company at the time that the shares were quoted ex-dividend. Transaction costs are not taken into account.
†These are considered Alternative Performance Measures, see notes 2 and 3 on pages 12 and 13 of the Strategic report for further explanation.
Ordinary share total shareholder value relative
to FTSE All-Share Index total return
(with dividends reinvested)
FTSE All-Share Index total return
Jan
12
Dec
12
Dec
13
Dec
14
Dec
15
Dec
16
Dec
17
Dec
18
Dec
19
Dec
21
Dec
20
Return (pence per share)
Ordinary share total shareholder return
50
100
150
200
250
263047 Albion T&G VCT pp01-pp09 new.qxp 13/04/2022 14:04 Page 4
Albion Technology & General VCT PLC
5
Ordinary share
(pence per share)
Total dividends paid to 31 December 2021 119.63
Net asset value as at 31 December 2021 80.65
Total shareholder value to 31 December 2021 200.28
In addition to the dividends noted above, the Board has declared a first dividend for the year ending 31 December 2022 of 2.02 pence per share to
be paid on 30 June 2022 to shareholders on the register on 6 June 2022.
For historic shareholders, further details regarding the total shareholder value for C Shares and Albion Income and Growth VCT PLC can be found at
www.albion.capital/funds/AATG
under the ‘Financial Summary for Previous Funds’ section.
A more detailed breakdown of the dividends paid per year can be found at www.albion.capital/funds/AATG under the ‘Dividend History’ section.
The diagram above shows the one year, three year, five year and ten year total return to shareholders. This return comprises dividends paid and the
change in net asset value over the relevant periods.
31 December 2021 31 December 2020
(pence per share) (pence per share)
Opening net asset value 69.35 82.58
Capital return/(loss) 14.93 (0.06)
Revenue return/(loss) 0.37 (0.22)
–––––– ––––––
Total return/(loss) 15.30 (0.28)
Ordinary dividends paid (3.68) (3.95)
Special dividend paid – (9.00)
Impact from share capital movements (0.32) –
–––––– ––––––
Net asset value 80.65 69.35
1 year average 21.6% p.a.
3 year average 10.3% p.a.
5 year average 10.5% p.a.
Increase in shareholder value
Albion Technology & General VCT PLC - Performance data
10 year average 5.8% p.a.
0% 10% 20% 30% 40% 50% 60% 70%
1 year return
3 year return
5 year return
10 year return
Financial highlights continued
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Albion Technology & General VCT PLC
6
Introduction
The Company has undergone a series of
changes in recent years in the makeup of
its portfolio; how returns are earned, with
income from the portfolio being reduced
relative to capital return given the nature
of the portfolio companies; and has faced
some dramatic economic challenges, with
the Covid-19 pandemic (“the Pandemic”)
and more recent geopolitical crisis having
direct economic and market implications
for the Company.
It is pleasing, therefore, with these
headwinds to report a strong positive total
return for the year ended 31 December
2021 of 15.30 pence per share, which
represents a 22.1 per cent. return on
opening net asset value. This is the highest
annual return achieved by the Company
since 2003 and is in no small part a
reflection of the different type of portfolio
in which the Company invests, with
technology, FinTech and health companies
providing much of the return.
We continue to see resilience and growth
from our portfolio, with many of our portfolio
companies demonstrating the value of the
services they provide to their customers as
the economy emerges from the Pandemic.
However, with heightened risks through
increased inflation and more recent events
in Ukraine, it is difficult to be entirely positive
about what lies ahead when there are such
significant issues outside the Company’s
control but with impact on economic
outlook generally. Returns from venture
capital can be volatile but are not necessarily
correlated to listed markets.
As you will read later in the report and in
the accompanying Circular, the Board has
worked with the Manager to reduce the
ongoing costs of the Company and to do
so in a way that aligns the interests of
shareholders with the Manager over the
longer term. The proposed changes to the
Manager’s remuneration, including to the
performance incentive, will be subject to
shareholder approval. If approved,
management costs will be substantially
reduced, an administration fee will be
introduced and the performance incentive
arrangements will be re-structured,
potentially rewarding the Manager for
outperformance over a hurdle of 5 per
cent., calculated over a period of 5 years,
and at the same rate as under the existing
performance incentive of 15 per cent. of
outperformance earned as a fee.
Investment in the Company remains a
longer-term proposition. The Manager and
Board are conscious of this in how the
portfolio is structured, costs are incurred
(with ongoing costs capped at 2.75 per
cent.), dividends are calculated and paid
and in how liquidity is provided in the
secondary market through share buy-backs
at a pre-determined level (circa 5 per cent.
discount) to the prevailing net asset value.
It is encouraging that the Company
continues to raise fresh funds through the
top up offers and through dividend
re-investment, as the Manager continues
to see new and exciting investment
opportunities and uses ‘five-year, five per
cent total return’ horizons as its targets,
recognising that there will be ‘ups and
downs’ along the way, as has been the
case since the Company was launched in
2000 in very different market
circumstances.
Results and dividends
As at 31 December 2021, the net asset
value was 80.65 pence per share
compared to 69.35 pence per share at
31December 2020. The total return after
tax was £19.9 million compared to
£0.3 million total loss in the year to
31December 2020.
In line with our variable dividend policy
targeting 5per cent. of NAV per annum,
the Company paid semi-annual dividends
totalling 3.68 pence per share during the
year to 31 December 2021 (2020: 12.95
pence per share, which included a 9 pence
per share special dividend). The Board has
declared a first dividend for the year ending
31December 2022 of 2.02 pence per share
to be paid on 30 June 2022 to shareholders
on the register on 6 June 2022.
Chairman’s statement
Robin Archibald
Chairman
This is the highest
annual return
achieved by the
Company since
2003
‘
’
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Albion Technology & General VCT PLC
7
Chairman’s statement continued
Investment portfolio
The results for the year showed net gains
on investments of £21.5 million, against
gains of £1.5 million for the previous year,
which are largely driven by unrealised
gains across the portfolio. Quantexa
increased in value by £9.0 million and
Oviva by £2.4 million, both following
externally led funding rounds, and Credit
Kudos increased by £3.1 million as a result
of a third party offer. Against these gains,
unrealised write-downs were made against
our investment in Concirrus (£1.2 million)
and Memsstar (£0.8 million) following
difficult trading conditions for both
portfolio companies.
The Company had a number of investment
realisations in the year with proceeds
totalling £4.2 million, leading to realised
gains of £0.4 million. The sale of
Innovation Broking Group delivered
10.3 times return on equity. OmPrompt
Holdings was sold which resulted in a return
of 2.3 times cost and SBD Automotive was
also sold generating 2.1times cost. Against
this, wehave realised a loss of £0.4 million
onour investment in Xperiome, which went
into administration following the year end.
Further details on the above disposals, and
other realisations, can be found in the
realisations table on page 30.
During the year, a total of £7.7 million was
invested into portfolio companies, of which
£2.4 million was invested across five new
portfolio companies, all of which are likely
to require further investment as the
companies develop and hopefully grow:
• £1.0 million into Threadneedle
Software Holdings (trading as
Solidatus) a provider of data lineage
software to enterprise customers in
regulated sectors, which allows them
to rapidly discover, visualise, catalogue
and understand how data flows
through their systems;
• £0.5 million into Gravitee TopCo
(trading as Gravitee.io) an application
programming interface (API)
management platform;
• £0.4 million into NuvoAir Holdings a
provider of digital therapeutics and
decentralised clinical trials for
respiratory conditions;
• £0.3 million into Brytlyt which uses
patented software and artificial
intelligence (AI), combined with the
superior computation power of
graphics processing units (GPUs), to
derive insights thousands of times
faster than legacy systems; and
• £0.2 million into Accelex Technology,
a data extraction and analytics
technology for private capital markets.
A further £5.3 million was invested into
existing portfolio companies, the largest
being: £1.5 million into Oviva, £0.9 million
into Black Swan and £0.8 million into
Elliptic.
The three largest investments in the
Company's portfolio, being Quantexa,
Radnor House School and Oviva, are
valued at £28.0 million and represent
26.2 per cent. of the Company's net
assetvalue.
Overall, 32 per cent. of the portfolio by
value is profitable, measured by earnings
before interest, tax and depreciation, with
a number of our investments showing
strong growth in fast-developing markets.
Given the evolving nature of the portfolio,
increasingly the return will be in the form
of capital rather than income, which is why
the basis of charging a proportion of the
management fee to capital has increased
from 75% to 90%, as explained in the
notes to the accounts. As part of portfolio
management, the Board always maintains
liquidity to meet future potential
investments, running costs and,
importantly, cash for payment of
dividends and to facilitate share buy-backs.
The results for the
year showed net
gains on
investments of
£21.5 million
‘
’
During the year, a
total of
£7.7 million was
invested into
portfolio
companies
‘
’
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Albion Technology & General VCT PLC
8
Chairman’s statement continued
New management performance incentive and reduction in
annual management fee
Accompanying this Annual Report is a Circular to shareholders
proposing changes to the Management Agreement with Albion
Capital Group LLP. These changes will be implemented by a deed
of variation to the Company’s existing Management Agreement.
Full details of the changes are set out in the Circular. The proposed
changes will be voted on by shareholders under a single Ordinary
resolution at a General Meeting (“GM”) which will follow the
Annual General Meeting (“AGM”) on 26 May 2022. The proposed
changes include: lowering the Management fee from 2.5per cent.
of NAV to 2.0per cent. of NAV; introduction of an administration
fee; and revisions to the performance incentive arrangements. The
net result is to significantly reduce operating costs (whilst retaining
the cap of 2.75 per cent.) and to have performance incentive
arrangements which apply a hurdle and term in their calculation
that are more in accordance with the Companies long term
investment returns and timing of returns profile, but represent the
same percentage of outperformance payable as is in place
currently, namely 15 per cent.
In supporting this management remuneration package, the Board
is conscious of being fair to all the stakeholders in the Company,
with shareholders’ and the Manager’s interests being balanced
and aligned around outperformance being achieved from the
portfolio before any fee is earned. There is also a reduction in the
running costs of managing the portfolio, including for
circumstances where the portfolio continues to increase materially
in value, as has been the case in the last five years, as well as
having a cap on the level of expenses the Company might bear if
its assets were to fall.
Board
The Board continues with its succession planning, which includes
looking at fresh appointments and focusing the roles on the Board.
During the last year I assumed the Chair, Margaret Payn became
Audit Chair and Mary Anne Cordeiro became Senior Independent
Director. This followed the retirement of Dr Neil Cross and
Modwenna Rees-Mogg. Patrick Reeve continues to serve as a non-
independent Director on the Board of four, with three independent
Directors being remunerated by the Company. We have
established a clear committee structure for nominations,
remuneration and management engagement amongst the
independent non-executive Directors (all reported on later in this
report). The aim is to have a small and focussed Board, with
remuneration in line with the responsibilities borne, skills and
experience required and more in line with the investment
company arena taken as a whole. This will result in a reduction in
absolute board costs and a more precise period for serving on the
Board of nine years, absent unforeseen circumstances. We are also
mindful of diversity in how the Board is structured, as has been
the case for a number of years.
Risks and uncertainties
The highly uncertain outlook for the UK and Global economies
remains the key risk affecting the Company, with the continuing
health risk clouding any evaluation of risk and returns for many
companies in the developed world. The Russian invasion of
Ukraine has led to increased global geopolitical tensions and
headline figures for inflation are not encouraging reaching levels
in the UK not seen for some decades. While many of our portfolio
companies have shown remarkable growth and resilience during
the Pandemic, there are some underlying portfolio companies that
continue to be adversely affected. The Manager is continually
assessing the exposure to these risks for each portfolio company
and appropriate actions, where possible, are being implemented,
which includes provision of financial support where necessary.
A detailed analysis of the principal risks and uncertainties facing
the business is shown in the Strategic report on pages 18 to 20.
Share buy-backs and reserves
It remains a primary objective to maintain sufficient cash
resources for investment in new and existing portfolio companies,
for the continued payment of dividends to shareholders and to
provide liquidity in the secondary market through share buy-backs.
The Board’s policy is to buy back shares in the market, subject to
the overall constraint that such purchases are in the Company’s
interest. It is the Board’s intention for such buy-backs to be in the
region of a 5 per cent. discount to net asset value, so far as market
conditions and liquidity permit. The Board continues to review the
use of buy-backs and is satisfied that it is an important means of
providing market liquidity for shareholders. Details of shares
bought back during the year can be found in note 15. During the
last year, the Company raised substantially more through the top
up offer and dividend re-investment than was required to fund
share buy-backs, but this might not always be the case, which is
why managing relatively high cash resources is prudent for
investment and structural purposes.
The Company also manages a relatively high level of distributable
reserves which can be used for share buy-backs and the payment
of dividends. As in the past, the Company has sought authority
from shareholders for reclassification of the share premium
account to create additional distributable reserves, which is being
done again this year as explained on page 40.
Albion VCTs’ Prospectus Top Up Offers
A prospectus top up offer of new Ordinary shares was launched
on 6 January 2022. The Board announced on 22 March 2022 that,
following strong demand for the Company’s shares, it had elected
to exercise its £4 million over-allotment facility, taking the total
offer to £24 million. On 29 March 2022, the Company was pleased
to announce that it had reached its limit under its Offer which was
fully subscribed and closed to further applications.
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Albion Technology & General VCT PLC
9
The funds raised by the Company pursuant to the Offer will be
added to the cash resources available for investment, putting the
Company into a position to take advantage of investment
opportunities over the next two to three years. The proceeds of
the Offer will be applied in accordance with the Company’s
investment policy.
Annual General Meeting and General Meeting
Due to the proposed changes to the Management Agreement,
the Board has decided to adopt a hybrid format for the AGM and
GM this year to ensure maximum participation and shareholder
engagement. The AGM will be held at 3pm on 26 May 2022 at
the offices of Bird & Bird LLP, 12 New Fetter Lane, London
EC4A1JP, with virtual participation via the Lumi platform, which
will be followed immediately by the GM at 4pm. Information on
how to attend or participate in the live webcast can be found on
the Manager’s website www.albion.capital/vct-hub/agms-events
.
The Board intends to hold AGMs virtually in the future as this has
seen record numbers of shareholders attending the AGM.
The Board welcomes questions from shareholders at the AGM and
GM and shareholders will be able to ask questions using the Lumi
platform, or in person. Alternatively, shareholders can email their
questions to AATGchair@albion.capital prior to the Meeting.
Further details on the format and business to be conducted at the
AGM can be found in the Directors’ report on page 39 and in the
Notice of the Meeting on pages 76 to 79.
The Board also encourages shareholders to vote on the Company
business at the AGM and GM and is strongly recommending that
shareholders should vote in favour of the resolutions being
proposed at both meetings.
Outlook and prospects
The former chairman served the Company well since its inception
in 2000 and he saw changes in how and where the Company
invested, as well as what the prospects were during different
market cycles. This year is no different, but with some positive
corporate changes envisaged and some portfolio challenges
ahead. Whilst there are uncertainties as to the full extent of the
ongoing economic and societal impact of the Pandemic as well as
the Russian invasion of Ukraine, the positive results for the year
just ended demonstrate the resilience of our portfolio during what
where challenging times. The portfolio is diversified with
companies at different stages of maturity and targeted at sectors
such as software, FinTech and healthcare. We believe that the
sectors in which we invest can continue to provide opportunities
where growth can be resilient and sustainable. The Board remains
confident that the Company and its portfolio are well positioned
to continue to generate long term value for shareholders and that
the proposed changes to Management arrangements and the
Board are designed to assist in that direction.
Robin Archibald
Chairman
13 April 2022
Chairman’s statement continued
263047 Albion T&G VCT pp01-pp09 new.qxp 13/04/2022 14:04 Page 9
Albion Technology & General VCT PLC
10
Strategic report
Investment objective and policy
The Company’s investment objective is to provide investors with
a regular and predictable source of dividend income, combined
with the prospect of long-term capital growth, through a balanced
portfolio of unquoted growth and technology businesses in a
qualifying VCT.
The Company will invest in a broad portfolio of unquoted growth
and technology businesses. Allocation of assets will be determined
by the investment opportunities which become available, but
efforts will be made to ensure that the portfolio is diversified in
terms of sectors and stages of maturity of portfolio companies.
The full investment policy can be found on page 3.
Current portfolio sector allocation
The following pie charts show the split of the portfolio valuation
as at 31 December 2021 by sector, stage of investment and
number of employees. This is a useful way of assessing how the
Company and its portfolio are diversified across sector, portfolio
companies’ maturity measured by revenues and their size
measured by the number of employees. As the Company
continues to invest in software and other technology companies,
FinTech (technology specifically applicable to financial services
companies) becomes a more prominent investment, and therefore
is included as a subsector below. Details of the principal
investments made by the Company are shown in the Portfolio of
investments on pages 28 to 30.
Comparatives for 31 December 2020 are in brackets.
*Renewable energy investments have no employees.
Direction of portfolio
The current portfolio remains well-balanced both in terms of stage
of investment and sectors, with FinTech accounting for 26%,
software and other technology accounting for 21%, healthcare
(including digital healthcare) accounting for 19%, renewable
energy accounting for 10%. and other (including education)
accounting for 9%. The performance of two of the Company’s
largest investments (by value), Quantexa and Credit Kudos, in
FinTech companies have driven the material increase in FinTech
as a proportion of the overall portfolio. During the year, Quantexa
increased in value by £9.0 million, and Credit Kudos by
£3.1million.
In line with the Company’s investment policy, investment
continues to be made predominately into higher growth
technology companies. The Company will support those portfolio
companies who require it, as well as capitalise on any new
investment opportunities that arise. We therefore expect that
investments in the FinTech, software and other technology and
healthcare sectors (including digital healthcare) will continue to
increase, and that asset-based investments will decrease over the
coming years.
Portfolio analysis by sector
Cash
15% (14%)
Healthcare
(including digital
healthcare)
19% (16%)
Other
(including education)
9% (13%)
Renewable energy
10% (14%)
FinTech
26% (19%)
Software and
other technology
21% (24%)
Portfolio analysis by stage of investment
Growth
(revenue between
£1 million and
£5 million)
27% (29%)
Early stage
(revenue less than £1 million)
12% (24%)
Scale up
(revenue over
£5 million)
61% (47%)
Portfolio analysis by number of employees
21 - 50
26% (33%)
51 - 100
14% (14%)
101+
45% (31%)
Under 20
4% (6%)
Renewable
energy*
11% (16%)
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 10
Albion Technology & General VCT PLC
11
Results and dividends
The Company paid ordinary dividends of 3.68 pence per share
during the year ended 31 December 2021 (2020: 3.95 pence per
share); there were no special dividends paid in this year (2020:
9.0pence per share). The Board has a variable dividend policy which
targets an annual dividend yield of around 5per cent. on the
prevailing net asset value. The Board has declared a first dividend
for the year ending 31 December 2022 of 2.02 pence per share
to be paid on 30 June 2022 to shareholders on the register on
6June 2022.
As shown in the Income statement on page 58, investment
income has increased to £1,077,000 (2020: £604,000). This is due
to the payment of previously rolled up interest. As a result, there
is an overall revenue gain to shareholders of £476,000 (2020: loss
of £248,000). This gain is also partially driven by an increased
percentage of investment management fees being allocated to
the realised capital reserve; this better aligns with the Board’s
expectation that over the long term the majority of the
Company’s investment returns will be in the form of capital gains.
Further information can be found in the Notes to the Financial
Statements on page 63.
The net capital gain for the year was £19,412,000 (2020: loss of
£63,000). The net gain was generated largely by unrealised gains
on investments, together with gains on disposals, partially offset
by the capital portion of investment management fees. Key
valuation movements during the year are outlined in the
Investment portfolio section of the Chairman's statement. The
total gain for the period was 15.30 pence per share (2020: loss of
0.28 pence per share).
The Balance sheet on page 59 shows that the net asset value
pershare increased over the year to 31 December 2021 to
80.65pence per share (2020: 69.35 pence per share). The
increase in net asset value was driven principally by investment
gains offset by dividend payments.
The cash inflow for the year was £2.9 million (2020: £21.0 million
outflow). This resulted mainly from the issue of new Ordinary
shares under the Top Up Offer, disposal proceeds and loan stock
income, offset by new investments, dividends paid, share buy-
backs and ongoing expenses.
Review of business and outlook
A review of the Company’s business during the year and its future
prospects is contained in the Chairman’s statement on pages 6
to 9 and in this Strategic report.
There is a continuing focus on growing investments in the FinTech,
healthcare and other software and technology sectors, and,
therefore, we expect the portfolio to continue to increase its
weighting in these sectors.
Investment income largely comprises of loan stock interest on our
renewable energy investments, which the Company intends to hold
for the longer term. As a result, investment income is expected to
remain relatively flat over the near term and most of the
investment returns are expected to be delivered by capital gains.
Since the end of the financial year, the Company has made a
number of follow-on investments in existing portfolio companies
as well as making small new investments and disposals. In addition,
a successful top-up offer has raised
£24million.
Future prospects
The Company’s financial results for the year to 31 December 2021
demonstrate the resilience of the portfolio which is a consequence
of the portfolio remaining well balanced across sectors and risk
classes, despite the effects of the Pandemic so far. Many of the
companies in the portfolio have continued to grow throughout the
Pandemic and have been providing products and services that are
considered innovative and essential to their customers.
The Board remains confident that the Company and its portfolio
are well positioned to continue to generate long term value for
shareholders. The Manager has a strong pipeline of investment
opportunities in which the Company’s cash can be deployed.
Key Performance Indicators (“KPIs”) and Alternative
Performance Measures (“APMs”)
The Directors believe that the following KPIs and APMs, which are
typical for VCTs, used in the Board’s assessment of the Company,
will provide shareholders with sufficient information to assess how
effectively the Company is applying its investment policy to meet
its objectives. The Directors are satisfied that the results shown in
the following KPIs and APMs give a good indication that the
Company is achieving its investment objective and policy. These are:
Ordinary shares
£’000
Net capital return for the year ended
31 December 2021 19,412
Net revenue return for the year
ended 31 December 2021 476
Total return for the year ended
31 December 2021 19,888
Dividend of 1.73 pence per share
paid on 30 June 2021 (2,306)
Dividend of 1.95 pence per share
paid on 31 December 2021 (2,590)
Transferred to reserves 14,992
Net assets as at
31 December 2021 106,994
Net asset value per share
as at 31 December 2021 80.65p
Strategic report continued
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Albion Technology & General VCT PLC
12
Strategic report continued
1. Net asset value per share and total shareholder value
Net asset value
Cumulative dividend
Pence per share
Net asset value per share and
total shareholder value*
166.8
176.4
185.3
200.3
185.6
162.6
159.9
163.9
161.8
155.0
151.1
148.6
145.8
139.8
151.1
143.4
141.6
123.3
77.8
112.8
101.6
0
20
40
60
80
100
120
140
160
180
200
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2020
2021
2019
2018
Total shareholder value increased by 14.98 pence to 200.28 pence per Ordinary share for the year ended 31 December 2021 (21.6per
cent. on the opening net asset value).
The graph on page 4 reflects the total shareholder value performance of the Company relative to the FTSE All-share Index.
2. Movement in shareholder value in the year
†
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
4.6% 8.0% 2.5% (4.7%) 3.6% 6.0% 13.2% 11.9% (0.3%) 21.6%
† Calculated as the movement in total shareholder value for the year compared with the opening net asset value.
The figures in the table above show that total shareholder value, despite some annual volatility, has delivered an average increase of
6.6per cent. per annum over the past ten years.
The returns to shareholders who have acquired shares through the C share issue in 2006 and the merger with Albion Income & Growth
VCT in 2013 are shown on the Company’s Webpage on the Manager’s website at www.albion.capital/funds/AATG
under “Financial
Summary for Previous Funds”. Shareholders who have acquired shares through Top Up Offers, the dividend reinvestment scheme or in
the market outside the corporate events will be able to calculate their own returns based on the price at which they acquired their shares,
the dividends they have received since the purchase and the current net asset value of their holding.
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Albion Technology & General VCT PLC
13
Strategic report continued
Dividends paid in respect of the year ended 31 December 2021
were 3.68 pence per share (2020: 12.95 pence per share;
3.95pence per share in ordinary dividends and a 9.00 pence per
share special dividend). Cumulative dividends paid since inception
are 119.63 pence per Ordinary share.
4. Ongoing charges
As agreed with the Manager in 2015, the ongoing charges ratio
for the year ended 31 December 2021 was capped at 2.75per
cent. (2020: 2.75per cent.) with any excess over the cap being a
reduction in the management fee. The ongoing charges ratio has
been calculated using The Association of Investment Companies’
(AIC) recommended methodology. This figure shows shareholders
the total recurring annual running expenses (including investment
management fees charged to capital reserves) as a percentage of
the average net assets attributable to shareholders. Subject to
shareholder approval at the General Meeting on 26 May 2022,
the Directors expect the ongoing charges ratio for the year ahead
to decrease to 2.5 per cent. following the changes to the
Management Fee as detailed in the Circular to shareholders
accompanying this Annual Report and Financial Statements. Ifthe
resolution does not pass at the General Meeting, the Directors
expect the ongoing charges ratio for the year to remain at
2.75per cent. for the 2022 financial year.
The reduction in management fees payable to Albion Capital
Group LLP in the year, due to the expense cap, amounted to
£231,000 (2020: £78,000).
5. VCT regulation*
The investment policy is designed to ensure that the Company
continues to qualify, and is approved, as a VCT by HMRC. In order
to maintain its status under VCT legislation, a VCT must comply
on a continuing basis with the provisions of Section 274 of the
Income Tax Act 2007, details of which are provided in the
Directors’ report on page 37.
The relevant tests to measure compliance have been carried out
and independently reviewed for the year ended 31 December
2021. These confirmed that the Company has complied with all
tests and continues to do so.
*VCT compliance is not a numerical measure of performance and thus cannot be
defined as an APM.
Gearing
As defined by the Articles of Association, the Company’s
maximum exposure in relation to gearing is restricted to 10per
cent. of the share capital and reserves adjusted for any dividends
declared. Although the investment policy permits the Company
to borrow, the Directors do not currently have any intention of
utilising long-term gearing and have not done so in the past.
3. Dividend distributions
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 13
Albion Technology & General VCT PLC
14
Operational arrangements
The Company has delegated the investment management of the
portfolio to Albion Capital Group LLP, which is authorised and
regulated by the Financial Conduct Authority. Albion Capital
Group LLP also provides company secretarial and other accounting
and administrative support to the Company under the
Management Agreement, as well as acting as the Company’s
Alternative Investment Fund Manager (“AIFM”).
Management Agreement
Shareholders should note that accompanying this Annual Report
and Financial Statements is a Circular proposing changes to the
Management Agreement with Albion Capital Group LLP. Details
of the proposed changes can be found in the Chairman’s
Statement on page 8 and in the Circular. The following
information covers the current Management Agreement.
Under the Management Agreement, the Manager provides
investment management, secretarial and administrative services
to the Company. The Management Agreement can be terminated
by either party on 12 months’ notice and is subject to earlier
termination in the event of certain breaches or on the insolvency
of either party. The Manager is paid an annual fee equal to 2.5per
cent. of the net asset value of the Company, payable quarterly in
arrears. The total annual running costs of the Company, including
management fees payable to Albion Capital Group LLP, Directors’
fees, professional fees and the costs incurred by the Company in
the ordinary course of business (but excluding any exceptional
items and performance fees payable to Albion Capital Group LLP)
are capped at an amount equal to 2.75 per cent. of the
Company’s net assets, with any excess being met by Albion
Capital Group LLP by way of a reduction in management fees.
In some instances, the Manager is entitled to an arrangement fee,
payable by a portfolio company in which the Company invests, in
the region of 2.0per cent. of the investment made, and also
monitoring fees where the Manager has a representative on the
portfolio company’s board. Further details of the Manager’s fee
can be found in note 5.
Management performance incentive
Shareholders should note that accompanying this Annual Report
and Financial Statements is a Circular proposing changes to the
Manager's remuneration which includes changes to the
performance incentive arrangement with Albion Capital Group
LLP. Details of the proposed changes can be found in the
Chairman’s Statement on page 8 and in the Circular. The
following information covers the current incentive arrangement.
To provide the Manager with an incentive to maximise the return
to investors, the Manager is entitled to charge an incentive fee in
the event that the returns exceed minimum target levels per share.
Under the current incentive arrangement, if the net asset value
per share at the end of a financial period, when added to the
aggregate dividends per share (both revenue and capital) paid to
that date, exceeds £1 (increased at the rate of RPI plus 2per cent.
per annum uncompounded from the date of first admission to the
Official List of the relevant class of share), then the Manager will
be entitled to an incentive fee equal to 15per cent. of such excess.
In the event that the performance of the Company falls short of
the target in any period, such shortfall must be made up in future
periods before the Manager is entitled to any incentive in respect
of such future periods. This methodology creates a cumulative
hurdle to be beaten before any fee is payable.
The fee if applicable, will be payable annually. No performance
fee has arisen during the year (2020: £nil). There has been no
performance fee paid since the year ended 31 December 2005.
The performance threshold is set in proportion to historic share
classes and at 31 December 2021 was 212.47 pence for the
Ordinary shares, 185.67 pence for the former C shares and 191.47
pence for the former Income & Growth shares which compares to
total returns of 200.28 pence, 119.85 pence and 123.80 pence
respectively, based on the latest NAV.
New management performance incentive fee
Since 2005, the Company’s total return for all shares has fallen
significantly short of the cumulative hurdle detailed above and the
performance from the early years of the measurement period
mean that the current arrangements are ineffective in sharing the
portfolio returns with the Manager. In addition, the challenge to
find and retain investment talent continues to be strong and
performance fee arrangements are viewed as an important factor
in attracting new investment professionals. Maintaining the calibre
of investment professionals is strongly in the interests of
shareholders. In light of this, and having a performance incentive
more closely aligned with the target performance and investment
period, the Board have agreed with the Manager that the existing
management performance incentive arrangements be reviewed
to align the interests of the Manager and the Company.
Please refer to the accompanying Circular to shareholders
containing details of the proposed new management
performance incentive which, subject to approval by shareholders
at the forthcoming General Meeting will replace the existing
incentive arrangements.
Investment and co-investment
The Company co-invests with other Albion Capital Group LLP
managed VCTs. Allocation of investments is on the basis of an
allocation agreement which is based, inter alia, on the ratio of cash
available for investment in each of the entities and the HMRC VCT
qualifying tests.
Strategic report continued
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Albion Technology & General VCT PLC
15
Liquidity Management
The Board examines regularly both the liquidity of the Company’s
shares in the secondary market, which is substantially influenced
by the use of share buybacks and share issuance, and the liquidity
of the Company’s portfolio. The nature of investments in a
venture capital portfolio is longer term and these are relatively
illiquid in the short term. Consequently, the Company maintains
sufficient liquidity in cash and near cash assets to cover the
operating costs of the Company and to meet dividend payments
and share buy-backs, as well as to have the capacity to make fresh
investments when the opportunities arise. Although the Company
is authorised to borrow, in practice it does not borrow. The Board
has no intention that the Company should borrow given the
nature of the Company’s investments, a number of which have
their own gearing. Management of liquidity is one of the key
operational areas that the Board discusses regularly with the
Manager.
Evaluation of the Manager
The Board, via the Management Engagement Committee, has
evaluated the performance of the Manager based on:
• the returns generated by the Company;
• the continued compliance with the VCT regulation;
• the long term prospects of the current portfolio of
investments;
• the management of treasury, including use of share buy-backs
and participation in fund raising;
• a review of the Management Agreement and the services
provided therein;
• benchmarking the performance of the Manager to other
service providers, including the performance of other VCTs that
the Manager is responsible for managing: and
• the contribution made by the administration and secretarial
team to the operation of the Company.
The Board believes that it is in the interests of shareholders as a
whole, and of the Company, to continue the appointment of the
Manager for the forthcoming year.
Alternative Investment Fund Managers Directive
(“AIFMD”)
The Board appointed Albion Capital Group LLP as the Company’s
AIFM in 2014 as required by the AIFMD. The Manager became a
full-scope AIFM under the AIFMD in 2018. As a result, from that
date, Ocorian Depositary (UK) Limited was appointed as
Depositary to oversee the custody and cash arrangements and
provide other AIFMD duties with respect to the Company. This
provides another degree of oversight over the custody of the
Company’s assets.
Companies Act 2006 Section 172 Reporting
Under Section 172 of the Companies Act 2006, the Board has a
duty to promote the success of the Company for the benefit of its
members as a whole in both the long and short term, having
regard to the interests of other stakeholders in the Company, such
as suppliers, and to do so with an understanding of the impact on
the community and environment and with high standards of
business conduct, which includes acting fairly between members
of the Company.
The Board is very conscious of these wider responsibilities in the
ways it promotes the Company’s culture and ensures, as part of
its regular oversight, that the integrity of the Company’s affairs is
foremost in the way the activities are managed and promoted.
This includes regular engagement with the wider stakeholders of
the Company and being alert to issues that might damage the
Company’s standing in the way that it operates. The Board works
very closely with the Manager in reviewing how stakeholder issues
are handled, ensuring good governance and responsibility in
managing the Company’s affairs, as well as visibility and openness
in how the affairs are conducted.
The Company is an externally managed investment company with
no employees, and as such has nothing to report in relation to
employee engagement but does keep close attention on how the
Board operates as a cohesive and competent unit. The Company
also has no customers in the traditional sense and, therefore, there
is also nothing to report in relation to relationships with customers.
Strategic report continued
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 15
Stakeholder Engagement with Stakeholder Outcome and decisions based on engagement
• Shareholders’ views are important and the Board encourages
Shareholders to exercise their right to vote on the resolutions at the AGM
or any other General Meetings of the Company. The Company’s AGM is
typically used as an opportunity to communicate with investors, including
through a presentation made by the investment management team. In
light of the Covid-19 pandemic, the Board took the decision to update
the Company’s Articles of Association to allow for virtual/hybrid events
in order for the 2021 AGM to be live streamed for shareholders. The
Board was able to take questions from shareholders at the AGM enabling
maximum shareholder engagement in the absence of a face-to-face
event and saw higher number of attendees compared to previous years.
The Board has decided that this year’s AGM will be held as a hybrid event
to facilitate maximum shareholder participation.
• Shareholders are also encouraged to attend the annual Shareholders’
Seminar. This year’s event took place on 12 November 2021. The
seminar included Quantexa and Healios sharing insights into their
businesses and also presentations from Albion executives on some of the
key factors affecting the investment outlook, as well as a review of the
past year and the plans for the year ahead. Representatives of the Board
attended the seminar. The Board considers this an important interactive
event and expects to continue to run this in 2022.
• The Board recognises the importance to shareholders of maintaining a
share buy-back policy, in order to provide market liquidity, and considered
this when establishing the current policy. The Board closely monitors the
discount to the net asset value to ensure this is in the region of 5per cent.
• The Board seeks to create value for shareholders by generating strong
and sustainable returns to provide shareholders with regular dividends
and the prospect of capital growth. The Board takes this into
consideration when making the decision to pay dividends to
shareholders. The variable dividend policy has been enacted, and has
resulted in a dividend yield of 5.3per cent. on opening net asset value.
• During the year, the decision to publish a Prospectus was taken, in order
to raise more funds for deployment into new and existing portfolio
companies. The Board carefully considered whether further funds were
required, whether the VCT tests would continue to be met and whether
it would be in the interest of shareholders, before agreeing to publish the
Prospectus. On allotment, the decision was made to use different issue
prices based on the most recent published NAVs to ensure there was no
dilution to existing Shareholders.
• Cash management and liquidity of the Company are key quarterly
discussions amongst the Board, with focus on deployment of cash for
future investments, dividends and share buy-backs. The Board has
therefore proposed a special resolution at the 2022 AGM to increase the
Company’s distributable reserves by way of a reduction of share
premium account and capital redemption reserve. This will provide
flexibility, if it is required, for the Company to make buy backs and
dividend payments. Further details on this can be found on page 40.
The key methods of engaging with Shareholders are
as follows:
• Annual General Meeting (“AGM”)
• Shareholder seminar
• Annual report and Financial Statements, Half-
yearly financial report, and Interim
management statements
• RNS announcements for all key decisions
including changes to the Board, and the
publication of a Prospectus in connection with
the Top Up Offer
• Maintenance of a user friendly website
• Conversations with the Company's broker on
shareholder trends in the VCT marketplace
Shareholders
• The Manager is in regular contact with the suppliers and the contractual
arrangements with all the principal suppliers to the Company are
reviewed regularly and formally once a year, alongside the performance
of the suppliers in acquitting their responsibilities.
• During the year a Management Engagement Committee was
established to review the performance of the Company’s key providers,
annually, in line with the Manager. The review took place during the
year, and the Committee is satisfied with the performance of the key
suppliers. Full Terms of Reference can be found on the Company’s
webpage on the Manger’s website at www.albion.capital/funds/AATG.
The key suppliers with regular engagement from the
Manager are:
• Corporate broker
• VCT taxation adviser
• Depositary
• Registrar
• Auditor
• Lawyer
Suppliers
Albion Technology & General VCT PLC
16
Strategic report continued
The table below sets out the key stakeholders the Board considers most relevant, details how the Board has engaged with these key
stakeholders and the effect of these considerations on the Company’s decisions and strategies during the year.
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 15:12 Page 16
Albion Technology & General VCT PLC
17
Strategic report continued
Stakeholder Engagement with Stakeholder Outcome and decisions based on engagement
Environmental, Social and Governance (“ESG”)
The Board and the Company’s Manager, Albion Capital Group LLP, take ESG very seriously and more detail can be found in the ESG
report on pages 22 to 24.
Social and community issues, employees and human rights
The Board recognises the requirement under section 414C of the Companies Act 2006 (the “Act”) to detail information about social
and community issues, employees and human rights; including any policies it has in relation to these matters and the effectiveness of
these policies. As an externally managed investment company with no employees, the Company has no requirement for formal policies
in these matters, however, it is at the core of its responsible investment approach as detailed above.
General Data Protection Regulation (“GDPR”)
The GDPR has the objective of unifying data privacy requirements across the European Union and continues to apply in the United
Kingdom after Brexit. The Manager continues to take action to ensure that the Manager and the Company are compliant with the
regulation.
Manager
The performance of Albion Capital Group LLP is
essential to the long-term success of the Company,
including meeting the investment policy and
generating returns to shareholders, as well as the
impact the Company has on Environment, Social
and Governance issues by its activities.
The quality of investment and administration staff
and their continuity is an important part of the
Management service level to the Company and an
area that the Board engages regularly with Albion
to ensure that the quality continues.
• The Manager meets with the Board at least quarterly to discuss the
performance of the Company, and is in regular contact in between
these meetings, e.g. to share investment papers for new and follow-
on investments. All strategic decisions are discussed in detail and
minuted, with an open dialogue between the Board and the Manager.
• The performance of the Manager in managing the portfolio and in
providing company secretarial, administration and accounting services
is reviewed in detail each year by the Management Engagement
Committee, which includes reviewing comparator engagement terms
and portfolio performance. Further details on the evaluation of the
Manager, and the decision to continue the appointment of the
Manager for the forthcoming year, can be found in this report.
• Following a thorough review by the Management Engagement
Committee, the Board have agreed with the Manager that the existing
management fee, which includes administration services, and
performance incentive arrangements be reviewed to align the interests
of the Manager and the Company. Accompanying these accounts is
a Circular to shareholders containing details of the proposed new
management fees and changes to the performance incentive which,
subject to approval by shareholders at the forthcoming General
Meeting, will replace the existing management arrangements.
• During the year, the Board has reviewed the current Management
Agreement, and a new agreement was signed which updated the
agreement for new regulatory requirements, such as GDPR and
AIFMD, but did not change any commercial terms with the Manager.
• Details of the Manager’s responsibilities can be found in the
Statement of corporate governance on pages 43 and 44.
Portfolio companies The portfolio companies are considered key
stakeholders, not least because they are principal
drivers of value for the Company. However, as
discussed in the Environmental, Social and
Governance (“ESG”) report on pages 22 to 24, the
portfolio companies’ impact on their stakeholders is
also important to the Company.
• The Board aims to have a diversified portfolio in terms of sector and
stage of investment. Further details of this can be found in the pie
charts on page 10.
• In most cases, an Albion executive is on the board of a portfolio
company, to help with both business operation decisions, as well as
good ESG practices.
• The Manager ensures good dialogue with portfolio companies, and
often holds events to help portfolio companies benefit from the
Albionnetwork.
Community and
environment
The Company, with no employees, has no effect
itself on the community and environment. However,
as discussed above, the portfolio companies’ ESG
impact is extremely important to the Board.
• The Board receives reports on ESG factors within its portfolio from the
Manager. The Manager is a signatory of the United Nations Principles
for Responsible Investment (“UN PRI”). Further details of this are set
out in the ESG report on pages 22 to 24. ESG, without its specific
definition, has always been at the heart of the responsible investing
that the Company engages in and in how the Company conducts itself
with all of its stakeholders.
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 17
Further policies
The Company has adopted a number of further policies relating to:
• Environment
• Global greenhouse gas emissions
• Anti-bribery
• Anti-facilitation of tax evasion
• Diversity
These are set out in the Directors’ report on page 38.
Risk management
The Board carries out a regular review of the risk environment in which the Company operates, together with changes to the environment
and individual risks. The Board also identifies emerging risks which might affect the Company. In the year ended 31December 2021 the
most noticeable continuing risk to operational and investment risk has been the global pandemic which has impacted not only public health
and mobility but also has had an adverse impact on the economy, the full impact of which is likely to be uncertain for some time. Inflation
has increased which is also being factored into the risks facing the Company. Since the year end, geopolitical risk has become heightened,
further affecting the economic outlook. Again, the effects will not be known in the short term.
The Board has carried out a robust assessment of the Company’s principal risks and uncertainties and seeks to mitigate these risks through
regular reviews of performance and monitoring progress and compliance. The Board applies the principles detailed in the Financial R
eporting
Council’s Guidance on Risk Management, Internal Control and Related Financial and Business Reporting, in the mitigation and management
of these risks. More information on specific mitigation measures for the principal risks and uncertainties are explained below:
Risk assessment
Risk Possible consequence during the year Risk management
The Board places reliance on the skills and expertise
of the Manager and its track record of making
successful investments in higher growth technology
businesses. The Manager operates a structured
investment appraisal and due diligence process.
This includes a review from one external investment
professional and comments from non-executive
Directors of the Company on matters discussed at
the Investment Committee meetings.
Investments are monitored by the Manager,
through monthly portfolio updates and typically an
investment manager sitting on portfolio company
boards. The Board receives detailed reports on each
investment and their valuation as part of their
quarterly board meetings.
Review and oversight by non-executive Directors
ensures that the risk to the Company’s and
Manager’s reputation is kept to a minimum.
Investments are valued in accordance with the
International Private Equity and Venture Capital
Valuation Guidelines, which represent current best
practice for investment valuation and are reviewed
by the Manager’s Valuation Committee.
No change.Investment in smaller unquoted growth
businesses carries a higher degree of risk and is
more volatile than investing in larger, long-
established businesses. This could negatively
impact shareholder returns.
The Company relies on the judgement and
reputation of the Manager to provide strong
investment returns and valuations for
shareholders.
The Company’s investment valuation
methodology is based on fair value, which for
smaller unquoted growth businesses can be
difficult to determine due to the lack of
observable market data and the limitation of
external reference points.
The Company publishes quarterly net asset
values and uses the most contemporary net
asset values for issuing and buying back shares.
Investment, performance
and valuation risk
The Company’s VCT qualifying status is monitored
monthly by the Manager and quarterly by the Board.
The Board has appointed Philip Hare & Associates
LLP as its taxation adviser, which independently
confirms compliance, highlights areas of risk and
informs on any legislative changes.
No change.Any breach of section 274 of the Income Tax Act
2007, including any legislative changes, could
result in the loss of the Company’s HMRC
qualifying status and tax reliefs for investors.
VCT approval risk
Albion Technology & General VCT PLC
18
Strategic report continued
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 15:12 Page 18
Albion Technology & General VCT PLC
19
Strategic report continued
Risk assessment
Risk Possible consequence during the year Risk management
Regulatory and
compliance risk
The Company is listed on The London Stock
Exchange and is required to comply with the rules
of the UK Listing Authority, as well as with the
Companies Act, Accounting Standards and other
legislation. Failure to comply with these
regulations could result in a delisting of the
Company’s shares, or other penalties under the
Companies Act or from financial reporting
oversight bodies.
No change. The Board and the Manager receive regular updates
on new regulation, including legislation on the
management of the Company, from its auditor,
lawyers and other professional bodies. The Company
is subject to compliance checks through the
Manager’s compliance officer, and any issues arising
from compliance or regulation are reported to its
own board every two months. The Board ensures the
Company is compliant as part of its quarterly Board
meetings.
The Board reviews the quarterly reports prepared by
Ocorian Depositary (UK) Limited (the Company’s
Depositary) to ensure the Manager is adhering to the
AIFMD requirements.
Market value of Ordinary
shares
The market value of Ordinary shares can
fluctuate. The market value of an Ordinary share,
as well as being affected by its net asset value
(“NAV”) and prospective NAV, also takes into
account its dividend yield and prevailing interest
rates. As such, the market value of an Ordinary
share may vary considerably from its underlying
NAV. The market prices of shares in quoted
investment companies can, therefore, be at a
discount or premium to the NAV at different
times, depending on supply and demand, market
conditions, general investor sentiment and other
factors, including the ability to exercise share
buybacks. Accordingly, the market price of the
Ordinary shares may not fully reflect their
underlying NAV.
No change. The Company operates a share buy-back policy,
which aims to limit the discount at which the
Ordinary shares trade to around 5 per cent. to NAV,
by providing a purchaser through the Company in
absence of market purchasers. From time to time
buy-backs cannot be applied, for example when the
Company is subject to a close period, or if it were to
exhaust and could not renew any buyback
authorities.
New Ordinary shares are issued at sufficient
premium to NAV to cover the costs of issue and to
avoid asset value dilution to existing investors.
The Company’s operations and IT systems are
subject to rigorous internal controls which are
reviewed on a regular basis and reported to the
Board.
The Audit and Risk Committee reviews the Internal
Audit Reports prepared by the Manager’s internal
auditors (from 2022 Azets) and has access to their
internal audit partner of whom it can ask specific
detailed questions to satisfy itself that the Manager
has strong systems and controls in place including
those in relation to risk management, business
continuity and cyber security.
The Board reviews the systems and processes
(including cyber and data security) in place for the
Company’s key suppliers to ensure that there is an
appropriate risk mitigation.
No change.The Company relies on a number of third parties,
in particular the Manager, for the provision of
investment management and administrative
functions. Failures in key IT systems and controls
within the Manager’s business could place assets
of the Company at risk, resulting in inaccurate
information being passed to the Board or
shareholders. This could additionally result in
losses for the Company and its shareholders.
Operational and internal
control risk (including
cyber and data security)
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 19
Albion Technology & General VCT PLC
20
Strategic report continued
Risk assessment
Risk Possible consequence during the year Risk management
Economic and political
risk
Events such as the Covid-19 pandemic, the
impact of Brexit, an economic recession,
fluctuation in inflation and interest rates, or
significant political events and economic
sanctions could adversely affect the companies
within the portfolio and consequently the
Company’s net asset value.
Covid-19 impacts, while lessening, continue to
pose a significant exogenous risk to the Company,
the wider population and economy.
Inflation is now running at levels where it might
affect economic prospects.
Emerging risk
Russia’s invasion of Ukraine is at an early stage
and the effects on the Company, if any, over the
medium term are unknown. Immediate impacts
from supply-chain driven inflation have seen
material falls in tech stock prices in listed markets.
An abatement of investor appetite to fund the
tech sector could be both a risk and a threat to
the portfolio.
Increased (ongoing
Covid-19
uncertainty and the
invasion of Ukraine
by Russia).
The Company invests in a diversified portfolio of
circa 60 companies predominantly in the United
Kingdom, and has a policy of minimising any
external bank borrowings within portfolio companies.
Exogenous risks over which the Company has no
control are always a risk and the Company does what
it can to address these risks. The inherent long-term
nature of the portfolio, and the closed-ended nature
of the Company, help to mitigate exogeneous risks
as the Company should not be a forced seller of
investments.
The Board and Manager continuously assess the
resilience of the portfolio as a result of economic and
political risks, to ascertain where support is required.
The Company has sufficient cash resources to cope
with unexpected pressures. Exposure is relatively
small to at-risk sectors that include leisure, hospitality,
retail and travel. Inflationary factors are taken into
account in examining prospective costs and returns
in portfolio companies.
The Company’s investment policy and the Boards
scrutiny of the investment portfolio ensures that this
increased risk continues to be mitigated where
possible.
The Manager monitors the situation closely insofar
as it affects any portfolio company. The Board
receives papers for each new or follow-on investment
and can raise queries covering this situation.
The portfolio is diversified and is invested in UK based
companies with little European exposure.
Viability statement
In accordance with the FRC UK Corporate Governance Code published in 2018 and provision 36 of the AIC Code of Corporate Governance,
the Directors have assessed the prospects of the Company for the three years to 31 December 2024. The Directors believe that three years
is a reasonable period in which they can assess the ability of the Company to continue to operate and meet its liabilities as they fall due. This
is the period used by the Board as part of its strategic planning process, which includes: the estimated timelines for finding, assessing and
completing investments; the potential impact of any new regulations; and the availability of cash.
The Board has carried out a robust assessment of the principal and emerging risks facing the Company, including those that could threaten
its business model, future performance, solvency or liquidity, and focused on the major factors which affect the economic, regulatory and
political environment. The Board also considered the procedures in place to identify emerging risks and the risk management processes in
place to avoid or reduce the impact of the underlying risks. The Board carefully assessed, and was satisfied with, the risk management processes
in place to avoid or reduce the impact of these risks. The Board considers that the Covid-19 pandemic and the geopolitical risk arising from
Russia’s invasion of Ukraine are the largest uncertainties facing the Company, and thus has carried out robust stress testing of cashflows
which included; assessing the resilience of portfolio companies, including the requirement for any future financial support and the ability to
fulfil interest requirements on debt instruments.
The Board assessed the ability of the Company to raise finance and deploy capital, as well as the existing cash resources of the Company.
The Board has additionally considered the ability of the Company to comply with the ongoing conditions to ensure it maintains its VCT
qualifying status under its current investment policy. As a result of the Board’s quarterly valuation reviews, it has concluded that the portfolio
is well balanced and geared towards delivering long term growth and strong returns to shareholders. In assessing the prospects of the Company,
the Directors have considered the cash flow by looking at the Company's income and expenditure projections and funding pipeline over the
assessment period of three years and they appear realistic. It is also satisfied that the Company can maintain its VCT qualifying status.
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 20
Albion Technology & General VCT PLC
21
Taking into account the processes for mitigating risks, monitoring costs, implementing share buy-backs and issuance of new shares, the
Manager's compliance with the investment objective, achievement of the VCT qualifying status, policies and business model and the balance
of the portfolio, the Board has concluded that there is a reasonable expectation that the Company will be able to continue in operation and
meet its liabilities as they fall due over the three year period to 31 December 2024. The Board is mindful of the ongoing and emerging risks
and will continue to ensure that appropriate safeguards are in place, in addition to monitoring the quarterly cashflow forecasts to ensure the
Company has sufficient liquidity.
This Strategic report of the Company for the year ended 31 December 2021 has been prepared in accordance with the requirements of
section 414A of the Companies Act 2006 (the “Act”). The purpose of this report is to provide shareholders with sufficient information to
enable them to assess the extent to which the Directors have performed their duty to promote the success of the Company in accordance
with Section 172 of the Act.
On behalf of the Board,
Robin Archibald
Chairman
13 April 2022
Strategic report continued
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 21
Albion Technology & General VCT PLC
22
Environmental, Social, and
Governance (“ESG”) report
The Company’s Manager, Albion Capital Group LLP, takes the concept of sustainable and responsible investment seriously for existing
investments and in reviewing new investment opportunities. In turn, the Board is kept appraised of ESG issues in connection with both
the portfolio and in how Company affairs are conducted more generally as a regular part of Board oversight.
Albion Capital Group LLP is a signatory of the United Nations Principles for Responsible Investment (“UN PRI”). The UN PRI is the world’s
leading proponent of responsible investment, working to understand the investment implications of ESG factors and to support its
international network of investor signatories in incorporating these factors into their investment and ownership decisions.
The Board and Albion Capital Group LLP recognise that applying the following six Principles for Responsible Investment better aligns
investors with broader objectives of society:
Principle 1: to incorporate ESG issues into investment analysis and decision-making processes.
Principle 2: to be active owners and incorporate ESG issues into ownership policies and practices.
Principle 3: to seek appropriate disclosure on ESG issues by the entities in which we invest.
Principle 4: to promote acceptance and implementation of the Principles within the investment industry.
Principle 5: to work together to enhance our effectiveness in implementing the Principles.
Principle 6: to report on our activities and progress towards implementing the Principles.
The Board and Albion Capital Group LLP have exercised conscious principles in making responsible investments throughout the life of
the Company, not least in providing finance for promising companies in a variety of important sectors such as technology, healthcare
and renewable energy. In making the investments, the Manager is directly involved in the oversight and governance of these investments,
including ensuring standards of reporting and visibility on business practices, all of which are reported to the Board of the Company.
Byits nature, not least in making qualifying investments which fulfil the criteria set by HMRC, the Company has focused on sustainable
and longer-term investment propositions, some of which will grow and serve important societal demands. One of the most important
drivers of performance is the quality of the investment portfolio, which goes beyond the individual valuations and examines the prospects
of each of the portfolio companies, as well as the sectors in which they operate – all requiring a longer-term view.
In the nature of venture capital investment, Albion Capital Group LLP is more intimately involved in the affairs of portfolio companies
than might be the case for funds invested in listed securities. As such, Albion Capital Group LLP is in a position to influence good
governance and behaviour in the portfolio companies, many of which are relatively small companies without the support of a larger
company’s administration and advisory infrastructure. The Company adheres to the principles of the AIC Code of Corporate Governance
and is also aware of other governance and corporate conduct guidance which it meets as far as practical, including in the constitution
of a diversified and independent Board capable of providing constructive challenge.
Albion Capital Group LLP incorporates ESG considerations into its investment process. These form part of its process to create value for
investors and develop sustainable long-term strategies for portfolio companies. Albion Capital Group LLP reports ESG criteria to the UN
PRI regularly and to the Board quarterly. The Manager is a member of the VentureESG steering committee, a global network of fund
managers that drives application of ESG principles for early-stage technology investors and companies.
ESG principles are integrated at the pre-investment, investment and exit stages. This is reflected in transparency of reporting, governance
principles adopted by the Company and the portfolio companies, and increasingly in the positive environmental or socially nature of
investments made. Albion Capital Group LLP, where relevant, considers climate-specific issues in its investment policies and activities.
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 22
Albion Technology & General VCT PLC
23
Albion Capital Group LLP has long held the belief that returns are optimised by investing in sustainable businesses with positive societal
and environmental outcomes, which forms an important aspect of the investment process:
* The ESG BSC contains sustainability metrics against which a portfolio company is assessed in order to determine sustainability risks and opportunities, and track progress
over time. As a minority investor in early stage technology companies, Albion Capital Group LLP has not set ESG KPIs for its portfolio companies. Albion Capital Group LLP’s
role is to guide portfolio company leadership and share best practice methods across the venture capital industry.
Pre-investment stage
An exclusion list is used to rule out investments in unsustainable areas, or in areas which might be perceived as socially detrimental. ESG
due diligence is performed on each potential investee company to identify any sustainability risks associated with the investment. Identified
sustainability risks are ranked from low to high and are reported to the relevant investment committee. The investment committee considers
each potential investment. If sustainability risks are identified, mitigations are assessed and, if necessary, mitigation plans are put in place.
If this is not deemed sufficient, the committee would consider the appropriate level and structure of funding to balance the associated
risks. If this is not possible, investment committee approval will not be provided, and the investment will not proceed.
The Manager’s standard investment deal documents include a sustainability clause that reinforces an individual company’s commitment
to driving principles of ESG as it scales.
Investment stage
An ESG clause is integrated into the shareholders agreement for all new investments. The clause outlines the portfolio company’s
commitment to combine economic success with environmental and social success.
All new and existing portfolio companies are asked to report against an ESG BSC annually. The ESG BSC contains a number of
sustainability factors against which a portfolio company is assessed in order to determine the potential sustainability risks and
opportunities arising from the investment. The ESG BSCs form part of the Manager’s internal review meetings alongside discussions
around other risk factors, and any outstanding issues are addressed in collaboration with the portfolio companies’ senior management.
Exit stage
Albion Capital Group LLP aims to ensure that good ESG practices remain in place following exit. For example, by ensuring that the
portfolio company creates a self-sustaining ESG management system during our period of ownership, wherever feasible.
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Environmental, Social, and
Governance (“ESG”) report
continued
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 23
Albion Technology & General VCT PLC
24
The Manager’s ESG initiatives
Albion Capital Group LLP incorporates ESG for its internal operations, a breakdown of its ESG considerations, together with recent
initiatives, follow:
Environmental – Albion Capital Group LLP is committed to ensuring that the environmental impacts of its business operations are
positive and as far as possible, any negative impact is mitigated.
Social – Albion Capital Group LLP aims to conduct its business in a socially responsible manner, to contribute to the communities in
which it operates and to respect the needs of its employees and all of its stakeholders.
Governance – Albion Capital Group LLP seeks to conduct all of its business activities in an honest, ethical and socially responsible
manner and these values underpin its business model and strategy.
Overview of Albion Capital Group LLP’s ESG activity in 2021:
Environmental, Social, and
Governance (“ESG”) report
continued
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 24
Albion Technology & General VCT PLC
25
The Board of Directors
The Board provides a wide range of relevant experience and skills and good diversity in its membership. Each member of the Board has
demonstrated sufficient time capacity to meet the commitments required in preparing for, attending and participating in periodic Board
meetings and for all the activities that take place between formal Board meetings as an important part of the process of oversight and
constructive challenge from an independent board of an investment company. The Board works closely together and reviews succession
and allocation of responsibilities on a regular basis.
The following are the Directors of the Company, all of whom operate in a non-executive capacity:
Robin Archibald BCom, CA, (appointed 18 November 2013) qualified as a chartered accountant with Touche Ross in Glasgow in 1983,
before transferring with Touche Ross to London where he worked in the corporate finance department. Since 1986, he has worked in
corporate finance and corporate broking roles, including for Samuel Montagu, SG Warburg Securities, NatWest Wood Mackenzie and
Intelli Corporate Finance. He was a director of Winterflood Investment Trusts until 2014, where he was head of corporate finance and
broking from 2004 until 2013. Since the early nineties, he has concentrated on advising and managing transactions in the UK closed-
ended funds sector and has gained a wide experience in fundraising, reorganisations and restructuring for all types of listed funds,
including VCTs. He is currently a non-executive director of Ediston Property Investment Company PLC, Capital Gearing Trust PLC,
Henderson European Focus Trust plc and Shires Income plc.
Margaret Payn BA, FCA, (appointed 3 August 2020) has extensive experience across the financial sector. She qualified as a chartered
accountant with KPMG in London. She has worked for a number of financial institutions in the UK, Australia and Asia, including nine
years at Schroders where she held CFO and COO roles, and seven years in similar roles with Westpac and ANZ Banking Group. Her most
recent executive role was at AMP Capital where she held the positions of CFO/COO within the asset management division and was
responsible for leading the finance, product, strategy and support functions. She retired from this position in 2018. Most recently, she
was appointed as a non-executive Director of JPMorgan Mid Cap Investment Trust plc. She was also a director of McPhersons Consumer
Products Limited, from 2015 to 2018, a public listed company in Australia.
Mary Anne Cordeiro MA, (appointed 18 November 2013) worked at Goldman Sachs International Limited, first in the mergers and
acquisitions department and subsequently in the Financial Institutions Group from 1986 to 1992. She worked in similar roles in corporate
finance at Bankers Trust Company and Paribas, and was also co-head of Paribas’ Financial Institutions Group, before leaving to found
her own business in the finance sector in 1998. More recently she has applied her scientific and financial strategy expertise to the
commercialisation of innovation and to funding growth of early stage companies. She currently advises a number of medical technology
businesses including a novel medical device to improve the care of critically injured and trauma patients. She is also a member of the
Development Board of the University of Oxford’s Department of Chemistry. Mary Anne has an MA in Chemistry from Oxford University.
Patrick Reeve MA, FCA, (appointed 11 December 2003) was formerly the managing partner of Albion Capital and became chairman
in 2019. He is also a director of Albion Development VCT and Albion Enterprise VCT. Patrick is on Albion’s Valuation Committee and its
Risk Management Committee. He is also a director of the Association of Investment Companies. Patrick joined Close Brothers Group
plc in 1989 before establishing Albion Capital (formerly Albion Ventures LLP) in 1996. Prior to Close he qualified as a chartered accountant
before joining Cazenove & Co. Patrick has an MA in Modern Languages from Oxford University. Patrick, although considered non-
independent for governance purposes, contributes both direct investment experience and a wider perspective in the venture capital
markets.
All Directors, except for Patrick Reeve, are members of the Audit and Risk Committee and Margaret Payn is Chairman.
All Directors, except for Patrick Reeve, are members of the Nomination Committee and Robin Archibald is Chairman.
All Directors, except for Patrick Reeve, are members of the Management Engagement Committee and Robin Archibald is Chairman.
All Directors, except for Patrick Reeve, are members of the Remuneration Committee and Mary Anne Cordeiro is Chairman.
Mary Anne Cordeiro is the Senior Independent Director.
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Albion Technology & General VCT PLC
26
The Manager
Albion Capital Group LLP is authorised and regulated by the Financial Conduct Authority and is the Manager of Albion Technology
& General VCT PLC. In addition, it manages a further five Venture Capital Trusts, the UCL Technology Funds, Albion Real Assets Fund,
Albion Growth Opportunities Fund, Albion Community Power and provides administration services to Albion Care Communities
Limited. Albion Capital currently has total assets under management or administration of approximately £850 million.
The following are specifically responsible for the management and administration of the Venture Capital Trusts managed by Albion
Capital Group LLP:
Will Fraser-Allen, BA (Hons), FCA, is the managing partner of Albion Capital. Will is also chairman of the Public Policy Committee
of the VCTA and sits on the Venture Capital Committee of the BVCA. He is passionate about the positive impact venture capital
backed healthcare and technology companies will have on the way we live and work. Will joined Albion in 2001, became deputy
managing partner in 2009 and managing partner in 2019. He has over 20 years’ experience investing in healthcare, leisure,
media and technology enabled businesses. Prior to joining Albion, Will qualified as a chartered accountant with Cooper Lancaster
Brewers and has a BA in History from Southampton University.
Patrick Reeve, MA, FCA, details included in the Board of Directors section.
Dr. Andrew Elder, MA, FRCS, initially practised as a neurosurgeon before starting his career in investment. He now focuses on
medical technologies, digital health, and the life-sciences sector. Andrew is head of healthcare investing and became deputy
managing partner in 2019. He graduated with an MA plus Bachelor of Medicine and Surgery from Cambridge University and
practised as a surgeon for six years. He is a Fellow of the Royal College of Surgeons (England).
Lauren Apostolidis, takes responsibility for driving the growth and engagement of the Talent X platform. In this impactful brand
ambassadorial role, Lauren focuses on continuously expanding the value of AlbionVC networks to increase the success of our
companies. Previously, as Platform Lead for workspace accelerator, Huckletree, Lauren built and managed the support network
of ambassadors and investors to help connect founders across the workspaces to key individuals in the ecosystem. She built
relevant programming and connection opportunities for the start ups and also ran an in-house accelerator for underrepresented
founders who were looking to raise their Seed round. Prior to this, Lauren managed FinTech partnerships at Thomson Reuters
(Refinitiv, now part of LSEG).
Adam Chirkowski, MA (Hons), is responsible primarily for investments in the asset-based portfolio. He is an investment director
at Albion Capital and invests across a number of sectors including digital infrastructure, healthcare and renewable energy. Adam
graduated from Nottingham University with a first-class degree in industrial economics and a masters in corporate strategy and
governance. Prior to joining Albion in 2013, he spent five years working in corporate finance at Rothschild.
Emil Gigov, BA (Hons), FCA, has been an early-stage investor for over 20 years, supporting more than 30 companies spanning
software technology, advanced manufacturing, education, and healthcare. More recently he has focused on B2B SaaS businesses
across a range of sectors including data management, FinTech and marketing technologies. Emil joined Albion Capital in 2000
and became a partner in 2009. He graduated from the European Business School, London, with a BA (Hons) Degree in European
Business Administration.
Dr. Molly Gilmartin, BA, joined Albion Capital from McKinsey & Company where she focused on healthcare systems, services
and technologies. Prior to McKinsey, Molly was Chief Commercial Officer of Induction Healthcare Group which completed an
IPO on AIM in 2019 and provided digital tools for healthcare professionals and patients to deliver care more efficiently and
effectively. Before Induction, Molly was a founding team member of Pando, a messaging and workflow tool for doctors, and an
NHS Clinical Entrepreneur as a medical doctor. As part of the Albion investment team, Molly focuses on health technology
investing with a focus on digital tools and technologies that can drive better outcomes for patients through more efficient delivery
of care and better clinical research.
Vikash Hansrani, BA (Hons), FCA, is the operations partner and oversees the finance and administration of all the funds under
Albion Capital’s management and is on the AIC’s VCT Technical Committee. He qualified as a chartered accountant with RSM
and latterly worked in its corporate finance team before joining Albion in 2010 and became partner in 2017. He has a BA (Hons)
in Accountancy & Finance from Nottingham Business School. Vikash is on Albion's Valuation Committee and its Risk Management
Committee.
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Albion Technology & General VCT PLC
27
Ed Lascelles, BA (Hons), heads up the technology investment team at Albion, focusing on B2B software and disruptive tech
services. He joined Albion Capital in 2004 having started his career advising public companies during the ‘dotcom’ boom, and
he became a partner in 2009. Ed graduated from University College London with a first-class honours’ degree in Philosophy.
Paul Lehair, MSc, MA, joined Albion Capital with 10 years of experience in tech start-ups and investment banking. He came
from Citymapper where he was Finance Director for five years having joined when the company had fewer than ten employees.
He also worked in business operations at Viagogo and in M&A TMT at Citigroup. Paul is an investment manager at Albion
specialising in technology investing. He holds a dual Masters’ degree in European Political Economy from the London School of
Economics and Political Science and Sciences Po Paris.
Catriona McDonald, BA (Hons), joined Albion Capital in 2018 from Goldman Sachs where she worked on IPOs, M&A and
leveraged buyouts in New York and London. Her time in banking taught her how to implement proven systems and run detailed
analysis. Cat is now an investment manager specialising in technology investing. She graduated from Harvard University, majoring
in Economics.
Jane Reddin, is the talent director of Albion Capital. She helps the Albion Capital managed VCTs invest in the best founders, by
assessing leadership potential, and accelerating the rapid scaling of our portfolio companies. In her 25 year career, Jane has
transacted over 500 senior hires, built international, new-market and fund teams and helped over 70 start-ups build high
performing teams. Prior to Albion, she spent six years as Talent Advisor at Balderton Capital then co-founded The Talent Stack, a
talent management consulting company for start-ups. Jane joined Albion in 2021. She cares deeply about helping entrepreneurial
leadership teams to thrive as they scale up. The talent platform she is developing at Albion enables the sharing of talent and
leadership development expertise with our early-stage community.
Dr. Christoph Ruedig, MBA, practiced radiology and strategy consulting before becoming an investor in healthcare. He joined
Albion Capital in 2011 and became a partner in 2016. At Albion he focuses on digital health, with investments ranging from
clinical trial software to chronic disease management. Prior to joining Albion, he worked at General Electric, responsible for M&A
in healthcare following a role in venture capital with 3i plc. He holds a degree in medicine from Ludwig-Maximilians University,
Munich, and an MBA from INSEAD.
Nadine Torbey, MSc, BEng, joined Albion Capital in 2018 from Berytech Fund Management, one of the first VC funds in the
Middle East and her investing experience includes: AI/Data Platforms and Infrastructure, CX, Digital Networks and Hardware.
Nadine is an investment manager at Albion specialising in technology investing. She graduated from the American University
of Beirut with a BSc in Electrical and Computer Engineering and followed this with an MSc in Innovation Management and
Entrepreneurship from Brown University.
Robert Whitby-Smith, BA (Hons), FCA, is a partner at Albion Capital specialising in software investing. Robert joined Albion in
2005 and became a partner in 2009. Previously Robert worked in corporate finance for Credit Suisse, KPMG and ING Barings,
after qualifying as a chartered accountant.
Jay Wilson, MBA, MMath, comes from an advisory background and is passionate about partnering with management teams.
Jay joined Albion Capital in 2019 from Bain & Company where he had been a consultant since 2016 and is an investment director
at Albion specialising in technology investing. Prior to this he graduated from the London Business School with an MBA having
spent eight years as a broker at ICAP Securities.
Marco Yu, PhD, MRICS, specialises in energy related investment and has in-depth knowledge and understanding of energy
generation, distribution, balancing, storage as well as servicing the sector. Marco is an investment director at Albion Capital, has
a first-class degree in economics from Cambridge, a PhD in construction economics from UCL and has led over 20 investments
to date. Prior to joining Albion in 2007, he qualified as a Chartered Surveyor with Bouygues (UK), and advised on large capital
projects with EC Harris.
The Manager continued
263047 Albion T&G VCT pp10-pp27.qxp 13/04/2022 14:09 Page 27
Albion Technology & General VCT PLC
28
Portfolio of investments
As at 31 December 2021 As at 31 December 2020
% voting
Change
rights held
Cumulative
Cumulative
in value
by all Albion
movement
movement
for the
% voting
managed
Cost
in
value
Value
Cost in value Value
year*
Portfolio company
rights
companies
£’000
£’000
£’000
£’000 £’000 £’000
£’000
Quantexa Limited 2.9 11.3 2,740 14,193 16,933 2,740 5,238 7,978 8,955
Radnor House School (TopCo) Limited 14.8 48.3 2,710 2,999 5,709 2,710 1,849 4,559 1,150
Oviva AG 2.9 12.2 2,694 2,700 5,394 1,192 337 1,529 2,363
Proveca Limited 7.2 49.9 1,184 3,635 4,819 1,184 2,815 3,999 820
Oxsensis Limited 15.9 23.5 3,307 930 4,237 2,968 729 3,697 201
Credit Kudos Limited 4.5 13.8 979 3,071 4,050 979 – 979 3,071
Chonais River Hydro Limited 15.7 50.0 2,169 1,625 3,794 2,169 1,786 3,955 (161)
The Evewell Group Limited 6.4 33.0 1,547 1,522 3,069 1,195 301 1,496 1,221
Egress Software Technologies Limited 2.2 24.7 765 2,259 3,024 765 1,724 2,489 535
Elliptic Enterprises Limited 1.6 5.9 2,156 804 2,960 1,402 – 1,402 804
Black Swan Data Limited 0.9 2.9 3,268 (366) 2,902 2,378 (1,005) 1,373 639
Cantab Research Limited
(T/A Speechmatics) 3.6 10.9 1,486 735 2,221 1,486 – 1,486 735
Gharagain River Hydro Limited 18.5 50.0 1,526 620 2,146 1,526 677 2,203 (57)
Phrasee Limited 2.9 17.4 680 1,338 2,018 680 237 917 1,101
Panaseer Limited 3.1 11.4 1,122 534 1,656 752 563 1,315 (29)
The Street by Street Solar
Programme Limited 8.1 50.0 895 597 1,492 895 690 1,585 (93)
MHS1 Limited 22.5 48.8 1,565 (257) 1,308 1,565 (169) 1,396 (88)
Regenerco Renewable Energy Limited 7.9 50.0 822 472 1,294 822 542 1,364 (70)
Aridhia Informatics Limited 4.9 21.6 950 290 1,240 950 (254) 696 544
Beddlestead Limited 9.8 49.0 1,200 34 1,234 1,200 (389) 811 423
Convertr Media Limited 6.9 26.6 1,105 45 1,150 1,105 35 1,140 10
uMotif Limited 3.8 21.0 1,121 (69) 1,052 681 49 730 (118)
Healios Limited 2.5 17.5 633 417 1,050 216 470 686 (53)
Cisiv Limited 7.5 29.7 695 331 1,026 695 (248) 447 579
The Voucher Market Limited (T/A WeGift) 2.5 10.0 1,020 – 1,020 1,020 – 1,020 –
Threadneedle Software Holdings
Limited (T/A Solidatus) 1.7 11.5 1,014 – 1,014 – – – –
Arecor Therapeutics PLC
(Previously Arecor Limited)** 0.9 5.5 304 632 936 304 – 304 632
InCrowd Sports Limited 5.0 17.8 636 219 855 636 (13) 623 232
The Q Garden Company Limited 33.4 50.0 934 (150) 784 934 (98) 836 (52)
TransFICC Limited 2.6 9.9 397 377 774 397 – 397 377
Alto Prodotto Wind Limited 6.9 50.0 567 204 771 602 293 895 (73)
Locum’s Nest Limited 9.8 24.1 675 41 716 675 (42) 633 83
DySIS Medical Limited 3.5 10.1 2,589 (1,915) 674 2,589 (1,882) 707 (33)
MyMeds&Me Limited 4.6 42.1 439 227 666 439 (21) 418 248
NuvoAir Holdings Inc. 1.4 11.6 443 186 629 – – – 186
memsstar Limited 30.1 44.7 515 62 577 515 877 1,392 (815)
Limitless Technology Limited 2.1 11.0 560 – 560 560 55 615 (55)
Imandra Inc. 1.6 8.1 215 324 539 151 – 151 324
263047 Albion T&G VCT pp28-pp35.qxp 13/04/2022 14:12 Page 28
Albion Technology & General VCT PLC
29
Portfolio of investments continued
As at 31 December 2021 As at 31 December 2020
% voting
Change
rights held
Cumulative
Cumulative
in value
by all Albion
movement
movement
for the
% voting
managed
Cost
in
value
Value
Cost in value Value
year*
Portfolio company
rights
companies
£’000
£’000
£’000
£’000 £’000 £’000
£’000
Koru Kids Limited 1.6 9.3 345 192 537 345 36 381 156
Gravitee Topco Limited (T/A Gravitee.io) 2.3 18.4 490 – 490 – – – –
Premier Leisure (Suffolk) Limited 25.8 47.4 454 (26) 428 454 1 455 (27)
Concirrus Limited 3.2 9.7 1,632 (1,224) 408 1,632 – 1,632 (1,224)
Erin Solar Limited 15.7 50.0 440 (85) 355 440 (61) 379 (24)
Zift Channel Solutions Inc. 1.6 6.5 881 (533) 348 881 (717) 164 184
AVESI Limited 8.0 50.0 259 83 342 259 117 376 (34)
Brytlyt Limited 1.9 14.8 322 – 322 – – – –
Seldon Technologies Limited 1.4 14.0 283 – 283 283 – 283 –
Harvest AD Limited n/a n/a 210 (1) 209 210 4 214 (5)
Accelex Technology Limited 2.0 16.5 181 – 181 – – – –
Greenenerco Limited 3.1 50.0 87 51 138 92 67 159 (12)
uMedeor Limited (T/A uMed) 0.9 9.5 100 – 100 100 – 100 –
Symetrica Limited 0.3 5.0 79 (16) 63 79 (16) 63 –
Palm Tree Technology Limited 0.5 0.7 320 (304) 16 320 (287) 33 (17)
Avora Limited 2.2 16.7 400 (391) 9 400 – 400 (391)
Forward Clinical Limited (T/A Pando) 1.6 9.2 196 (190) 6 196 (142) 54 (48)
Sandcroft Avenue Limited (T/A Hussle) 2.1 21.2 427 (422) 5 427 (369) 58 (53)
Abcodia Limited 3.2 19.5 568 (566) 2 549 (355) 194 (211)
Mirada Medical Limited 12.9 42.4 1,321 (1,321) – 1,321 (638) 683 (683)
Elements Software Limited 3.3 4.5 19 (19) – 19 (19) – –
Total fixed asset investments 56,641 33,894 90,535 49,084 12,767 61,851 21,147
*as adjusted for additions and disposals during the year.
**quoted investment.
The comparative cost and valuations for 31 December 2020 do not agree to the Annual Report and Financial Statements for the year
ended 31 December 2020 as the above list does not include brought forward investments that were fully disposed of in the year.
263047 Albion T&G VCT pp28-pp35.qxp 13/04/2022 14:12 Page 29
The following is a summary of fixed asset realisations or write-offs for the year ended 31 December 2021:
Opening To tal Gain/(loss)
carrying Disposal realised on opening
Cost value* proceeds gain/(loss) value
Fixed asset investment realisations £’000 £’000 £’000 £’000 £’000
Disposals:
MPP Global Solutions Limited 950 950 1,261 311 311
OmPrompt Holdings Limited 306 678 700 394 22
Innovation Broking Group Limited 60 183 619 559 436
SBD Automotive Limited 273 569 567 294 (2)
Albion Investment Properties Limited 434 456 456 22 -
Mi-Pay Group PLC 135 135 151 16 16
Loan stock repayments and other:
Alto Prodotto Wind Limited 35 52 52 17 –
Greenenerco Limited 5 8 8 3 –
Xperiome Limited** 360 414 - (360) (414)
Escrow adjustments and other*** – – 79 79 79
Total fixed asset realisations 2,558 3,445 3,893 1,335 448
* as adjusted for additions during the year.
** in administration.
*** These comprise fair value movements on deferred consideration on previously disposed investments and expenses which are incidental to the purchase or disposal of
aninvestment.
Total change in value of investments for the year 21,147
Movement in loan stock accrued interest (386)
Unrealised gains on fixed asset investments 20,761
Realised gains on fixed asset investments 448
Unwinding of discount on deferred consideration 318
Total gains on investments as per Income statement 21,527
Albion Technology & General VCT PLC
30
Portfolio of investments continued
263047 Albion T&G VCT pp28-pp35.qxp 13/04/2022 14:12 Page 30
Albion Technology & General VCT PLC
31
Portfolio companies
7
FinTech
Software and other technology
Healthcare
(including digital healthcare)
Renewable energy
Other (including education)
Numbers indicate top 10
investments by value
9
2
4
5
8
10
6
1
3
Geographical locations
Portfolio of 59
companies employing
over 3,700 people
predominantly in the
United Kingdom.
7 renewable energy
companies generating
approximately
19GWhper annum,
capable of powering
over 5,500 typical
households.
263047 Albion T&G VCT pp28-pp35.qxp 13/04/2022 14:12 Page 31
1. Quantexa Limited
Quantexa has developed an analytics
platform which offers entity resolution,
network analytics and automated
decisioning at massive scale in real
time. This capability is used to fight
financial crime and reduce fraud.
Quantexa now counts many of the
world's largest banks, insurers and
governments among its clients.
Audited results: year to 31 March 2021 £’000 Investment information £’000
Turnover 30,307 Income recognised in the year –
LBITDA (9,078) Total cost 2,740
Loss before tax (9,516) Valuation 16,933
Net assets 22,890 Voting rights 2.9 per cent.
Basis of valuation Cost and price of recent investment Voting rights for all Albion managed companies 11.3 per cent.
(reviewed for impairment or uplift)
Website: www.quantexa.com
2. Radnor House School (TopCo) Limited
Radnor House operates a co-educational
independent school near Sevenoaks, Kent. The
school is growing strongly with over 500 children
on the roll and further capacity to expand.
Significant further investment has been made
into the school's facilities to enable it to deliver a
personalised education experience to each
student. The curriculum and co-curricular activities
are designed to give each child a wide range of
academic and other skills in a supportive and
nurturing environment.
Audited results: year to 31 August 2021 £’000 Investment information £’000
Turnover 7,548 Income recognised in the year 370
EBITDA 622 Total cost 2,710
Loss before tax (850) Valuation 5,709
Net assets 12,205 Voting rights 14.8 per cent.
Basis of valuation Third party valuation – earnings Voting rights for all Albion managed companies 48.3 per cent.
multiple
Website: www.radnorhouse.org
Albion Technology & General VCT PLC
32
Portfolio companies continued
The top ten portfolio companies by value are below.
263047 Albion T&G VCT pp28-pp35.qxp 13/04/2022 14:12 Page 32
Albion Technology & General VCT PLC
33
Portfolio companies continued
3. Oviva AG
Oviva is the category leader in Europe for digital,
reimbursed dietetic care. The company sells
digital and technology-led services solutions for
conditions such as diabetes and obesity. It
consistently demonstrates best-in-class outcomes
helping its clients save costs and improve patient
well-being. It is active in the UK, Germany, France
and Switzerland.
Audited results: year to 31 December 2020 £’000 Investment information £’000
Turnover 5,097 Income recognised in the year –
LBITDA (4,285) Total cost 2,694
Net assets 14,661 Valuation 5,394
Basis of valuation Cost and price of recent investment Voting rights 2.9 per cent.
(reviewed for impairment or uplift) Voting rights for all Albion managed companies 12.2 per cent.
Website: www.proveca.co.uk
4. Proveca Limited
Proveca is a specialty pharmaceutical
company focused on children’s medicines.
The company is addressing a significant
need in developing drugs that are
specifically formulated for children, taking
advantage of a supportive regulatory
regime and market protection throughout
Europe. Its first product for chronic drooling
was launched in 2017. It has a pipeline of
drugs focused on neurology, immunology
and cardiovascular that it expects to reach
the market over the next one to three years.
Filleted audited results: year to 31 July 2020 £’000 Investment information £’000
Net liabilities (4,102) Income recognised in the year –
Basis of valuation Revenue multiple Total cost 1,184
Valuation 4,819
Voting rights 7.2 per cent.
Voting rights for all Albion managed companies 49.9 per cent.
Website: www.oviva.com
263047 Albion T&G VCT pp28-pp35.qxp 13/04/2022 14:12 Page 33
5. Oxsensis Limited
Oxsensis is an industrial technology company
pioneering a new breed of optical instrumentation
for precision controls in super harsh environments,
with a range of “clean-tech” applications such as
power generation applications. Their revolutionary
next-generation instrumentation is designed to
enable improved engine efficiency for cleaner
power.
Filleted audited results: year to 31 December 2020 £’000 Investment information £’000
Net assets 35 Income recognised in the year –
Basis of valuation Cost and price of recent investment Total cost 3,307
(reviewed for impairment or uplift) Valuation 4,237
Voting rights 15.9 per cent.
Voting rights for all Albion managed companies 23.5 per cent.
Website: www.oxsensis.com
Albion Technology & General VCT PLC
34
Portfolio companies continued
6. Credit Kudos Limited
Credit Kudos is a challenger credit bureau which automates and optimises the application and risk scoring of consumer
credit by using open banking data and machine learning. Their solution enables lenders to make better decisions whilst
simultaneously helping previously overlooked individuals access credit.
Filleted audited results: year to 31 December 2020 £’000 Investment information £’000
Net assets 3,487 Income recognised in the year –
Basis of valuation Discounted offer price Total cost 979
Valuation 4,050
Voting rights 4.5 per cent.
Voting rights for all Albion managed companies 13.8 per cent.
Website: www.creditkudos.com
7. Chonais River Hydro Limited
Chonais Hydro is a 2MW hydropower scheme near
Loch Carron in the Scottish Highlands. It is a run-of-
river scheme, taking water from a small river via an
intake on the mountainside. The scheme is low
visual impact with the only visible components
being a small intake and a powerhouse, both of
which are built using local material. It generates
enough electricity to power about 2,000 homes.
It benefits from inflation-protected renewable
subsidies for a period of 20 years. The scheme was
commissioned in 2014 and has been generating
successfully since.
Filleted audited results: year to 30 September 2021 £’000 Investment information £’000
Net liabilities (163) Income recognised in the year 129
Basis of valuation Third party valuation – discounted cash flow Total cost 2,169
Valuation 4,244
Voting rights 15.7 per cent.
Voting rights for all Albion managed companies 50.0 per cent.
Website: www.greenhighland.co.uk
263047 Albion T&G VCT pp28-pp35.qxp 13/04/2022 14:12 Page 34
Albion Technology & General VCT PLC
35
Portfolio companies continued
8. The Evewell Group Limited
The Evewell owns and operates private pay women’s
health centres of excellence with one clinic open on
Harley Street and one in development in
Hammersmith (opening Q2 2022), both focusing on
fertility and IVF treatment but uniquely also covering
all aspects of a woman’s gynaecological health.
Filleted audited results: year to 31 December 2020 £’000
Net liabilities -3,354
Basis of valuation Discounted offer price
Investment information £’000
Income recognised in the year 180
Total cost 1,547
Valuation 3,069
Voting rights 6.4 per cent.
Voting rights for all Albion
managed companies 33.0 per cent.
Website: www.evewell.com
10. Elliptic Enterprises Limited
Elliptic provides Anti Money Laundering services to digital asset (DA) institutions, e.g. crypto exchanges and banks,
enabling them to detect financial crime and comply with emerging regulations. Elliptic is considered a key regulatory
partner and spends considerable time liaising and advising the FCA, SEC and other state and regional regulators globally.
Filleted results: year to 31 March 2020 £’000 Investment information £’000
Net assets 15,083 Income recognised in the year –
Basis of valuation Cost and price of recent investment Total cost 2,156
(reviewed for impairment or uplift) Valuation 2,960
Voting rights 1.6 per cent.
Voting rights for all Albion managed companies 5.9 per cent.
Website: www.elliptic.com
Website: www.egress.com
9. Egress Software Technologies Limited
Egress has developed a secure communication
platform that uses encryption and machine learning to
secure content shared via email and other applications.
Egress serves SMBs and small enterprise customers in
the public sector, legal, healthcare, financial services
and defence sectors.
Audited results: year to 31 December 2020 £’000
Turnover 17,336
LBITDA -6,822
Loss before tax -7,056
Net liabilities -1,956
Basis of valuation Revenue multiple
Investment information £’000
Income recognised in the year –
Total cost 765
Valuation 3,024
Voting rights 2.2 per cent.
Voting rights for all Albion managed companies 24.7 per cent.
263047 Albion T&G VCT pp28-pp35.qxp 13/04/2022 14:12 Page 35
Albion Technology & General VCT PLC
36
Directors’ report
The Directors submit their Annual Report and the audited
Financial Statements on the affairs of Albion Technology &
General VCT PLC (the “Company”) for the year ended
31December 2021. The Statement of corporate governance on
pages 43 to 48 forms a part of the Directors’ report.
BUSINESS REVIEW
Principal activity and status
The principal activity of the Company is that of a Venture Capital
Trust. It has been approved by H.M. Revenue & Customs (‘HMRC’)
as a Venture Capital Trust in accordance with the Income Tax Act
2007 and, in the opinion of the Directors, the Company has
conducted its affairs so as to enable it to continue to obtain such
approval. In order to maintain its status under Venture Capital
Trust legislation, a VCT must comply on a continuing basis with
the provisions of Section 274 of the Income Tax Act 2007 and
further details of this can be found on page 37 of this Directors’
report. Approval for the year ended 31 December 2021 is subject
to review should there be any subsequent enquiry under
corporation tax self-assessment.
The Company is not a close company for taxation purposes and
its shares are premium listed on the official list of the London Stock
Exchange.
Under current tax legislation, shares in the Company provide tax-
free capital growth and income distribution, in addition to the
income tax relief some investors would have obtained when they
invested in the Company’s original share offers.
Capital structure
Details of the issued share capital, together with details of the
movements in the Company’s issued share capital during the year
are shown in note 15. The Ordinary shares are designed for
individuals who are professionally advised private investors,
seeking, over the long term, investment exposure to a diversified
portfolio of unquoted investments. The investments are spread
over a number of sectors, to produce a regular source of income,
combined with the prospect of longer term capital growth.
All Ordinary shares (except for treasury shares, which have no right
to dividends and no voting rights) rank pari passu for voting rights,
and each Ordinary share is entitled to one vote. The Directors are not
aware of any restrictions on the transfer of shares or on voting rights.
Shareholders are entitled to receive dividends and the return of
capital on winding up or other return of capital based on the
surpluses attributable to the shares.
Issue and buy-back of Ordinary shares
During the year the Company issued a total of 22,852,406
Ordinary shares, of which 21,811,700 Ordinary shares (2020: nil)
were issued under the Albion VCTs’ Top Up Offers; and 1,040,706
Ordinary shares (2020: 3,117,737 Ordinary shares) were issued
under the Company’s Dividend Reinvestment Scheme.
The Company operates a policy of buying back shares either for
cancellation or for holding in treasury. Details regarding the current
buy-back policy can be found on page 8 of the Chairman’s
statement. Details on share buy-backs during the year can be
found in note 15.
Substantial interests and shareholder profile
As at 31 December 2021 and the date of this report, the Company
was not aware of any shareholder who had a beneficial interest
exceeding 3 per cent. of voting rights. There have been no
disclosures in accordance with Disclosure Guidance and
Transparency Rule 5 made to the Company during the year ended
31 December 2021, and up to the date of this report.
Future developments of the business
Details on the future developments of the business can be found
on page 9 of the Chairman’s statement and on page 11 of the
Strategic report.
Results and dividends
Detailed information on the results and dividends for the year
ended 31 December 2021 can be found in the Strategic report on
pages 11 and 13.
Going concern
In accordance with the Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting issued by the
Financial Reporting Council in September 2014, the Board has
assessed the Company’s operation as a going concern. The Company
has sufficient cash and liquid resources, its portfolio of investments is
well diversified in terms of sector and stage of investment, and the
major cash outflows of the Company (namely investments, buy-backs
and dividends) are within the Company’s control. Cash flow forecasts
are discussed quarterly at Board level with regards to going concern.
The cash flow forecasts have been updated and stress tested to allow
for the forecast ongoing impact of coronavirus (Covid-19) and the
emergence of inflation. Accordingly, after making diligent enquiries,
including examination of forward net cash commitments and
sensitivities as prepared by the Manager, the Directors have a
reasonable expectation that the Company has adequate resources
to continue in operational existence over a period of at least twelve
months from the date of approval of the Financial Statements. For
this reason, the Directors have adopted the going concern basis in
preparing the accounts. The Directors do not consider there to be
any material uncertainty over going concern.
The Board’s assessment of liquidity risk and details of the
Company’s policies for managing its capital and financial risks are
shown in note 17. The Company’s business activities, together with
details of its performance are shown in the Strategic report and this
Directors’ report.
263047 Albion T&G VCT pp36-pp51.qxp 13/04/2022 14:16 Page 36
Albion Technology & General VCT PLC
37
Post balance sheet events
Details of events that have occurred since 31 December 2021 are
shown in note 19.
Principal risks and uncertainties
A summary of the principal risks faced by the Company is set out
on pages 18 to 20 of the Strategic report.
VCT regulation
The investment policy is designed to ensure that the Company
continues to qualify, and is approved as a VCT, by HMRC. In order
to maintain its status under Venture Capital Trust legislation, a VCT
must comply on a continuing basis with the provisions of
Section274 of the Income Tax Act 2007 as follows:
(1) The Company’s income must be derived wholly or mainly
from shares and securities;
(2) At least 80 per cent. of the HMRC value of its investments
must have been represented throughout the year by shares
or securities that are classified as ‘qualifying holdings’;
(3) At least 70 per cent. by HMRC value of its total qualifying
holdings must have been represented throughout the year
by holdings of ‘eligible shares’. Investments made before
6 April 2018 from funds raised before 6 April 2011 are
excluded from this requirement;
(4) At least 30 per cent. of funds raised in accounting periods
beginning on or after 6 April 2018 must be invested in
qualifying holdings by the anniversary of the end of the
accounting period in which the funds were raised;
(5) At the time of investment, or addition to an investment, the
Company’s holdings in any one company (other than
another VCT) must not have exceeded 15 per cent. by
HMRC value of its investments;
(6) The Company must not have retained greater than 15 per
cent. of its income earned in the year from shares and
securities;
(7) The Company’s shares, throughout the year, must have
been listed on a regulated market;
(8) An investment in any company must not cause that
company to receive more than £5 million in State aid risk
finance in the 12 months up to the date of the investment,
nor more than £12 million in total (the limits are £10 million
and £20 million respectively for a ‘knowledge intensive’
company);
(9) The Company must not invest in a company whose trade is
more than seven years old (ten years for a ‘knowledge
intensive’ company) unless the company previously
received State aid risk finance in its first seven years, or the
company is entering a new market and a turnover test is
satisfied;
(10) The Company’s investment in another company must not
be used to acquire another business, or shares in another
company; and
(11) The Company may only make qualifying investments or
certain non-qualifying investments permitted by
Section274 of the Income Tax Act 2007.
These tests drive a spread of investment risk through preventing
holdings of more than 15 per cent. by HMRC value in any portfolio
company. The tests have been carried out and independently
reviewed for the year ended 31 December 2021. The Company
has complied with all tests and continues to do so.
‘Qualifying holdings’ include shares or securities (including
unsecured loans with a five year or greater maturity period) in
companies which have a permanent establishment in the UK and
operate a ‘qualifying trade’ wholly or mainly in the United
Kingdom. The investment must bear a sufficient level of risk to
meet a risk-to-capital condition. Eligible shares must comprise at
least 10 per cent. by HMRC value of the total of the shares and
securities that the Company holds in any one portfolio company.
‘Qualifying trade’ excludes, amongst other sectors, dealing in
property or shares and securities, insurance, banking and
agriculture. Details of the sectors in which the Company is invested
can be found in the pie chart on page 10.
A ‘knowledge intensive’ company is one which is carrying out
significant amounts of R&D from which the greater part of its
business will be derived, or where those R&D activities are being
carried out by staff with certain higher educational attainments.
Portfolio company gross assets must not exceed £15 million
immediately prior to the investment and £16 million immediately
thereafter.
As at 31 December 2021, the HMRC value of the Company’s
qualifying investments (which includes a 12 month disregard for
disposals) was 92.19 per cent. (2020: 89.29per cent). The Board
continues to monitor this and all the VCT qualification
requirements very carefully in order to ensure that all requirements
are met and that qualifying investments comfortably exceed the
current minimum threshold of 80 per cent. required for the
Company to continue to benefit from VCT tax status. The Board
and Manager are confident that the qualifying requirements can
be met during the course of the year ahead.
Directors’ report continued
263047 Albion T&G VCT pp36-pp51.qxp 13/04/2022 14:16 Page 37
Albion Technology & General VCT PLC
38
Directors’ report continued
Environment
The management and administration of the Company is
undertaken by the Manager, Albion Capital Group LLP. Albion
Capital Group LLP recognises the importance of its environmental
responsibilities, monitors its impact on the environment, and
designs and implements policies to reduce any damage that
might be caused by its activities. Initiatives designed to minimise
the Company’s impact on the environment include recycling,
favouring digital printing and reducing energy consumption.
Further details can be found in the Environmental, Social and
Governance (“ESG”) report on pages 23 and 24.
Global greenhouse gas emissions
The Company qualifies as a low energy user with regards to
greenhouse gas emissions, and therefore is not required to report
emissions from its operations, nor does it have responsibility for
any other emissions producing sources under the Companies Act
2006 (Strategic Report and Directors’ Reports) Regulations 2013,
including those within our underlying investment portfolio.
Therefore, the Company is outside of the scope of Streamlined
Energy Carbon Reporting.
Anti-bribery
The Company has a zero tolerance approach to bribery, and will
not tolerate bribery under any circumstances in any transaction
the Company is involved in.
The Manager reviews the anti-bribery policies and procedures of
portfolio companies.
Anti-facilitation of tax evasion
The Company has a zero tolerance approach with regards to the
facilitation of criminal tax evasion and has put in place a robust
risk assessment procedure to ensure compliance. The Board
reviews this policy and the prevention procedures in place for all
associates on a regular basis.
Diversity
The Board has a balanced representation of male and female
Directors, with the current Board of Directors comprising two
female and two male Directors. More details on the Directors can
be found in the Board of Directors section on page 25.
Employees
The Company is managed by Albion Capital Group LLP and has
no employees. The Board consists solely of non-executive
Directors, who are considered key management personnel.
Directors
The Directors who held office throughout the year, and their
interests in the shares of the Company (together with those of
their immediate family) are shown in the Directors’ remuneration
report on page 50.
All Directors, except for Patrick Reeve, who is the chairman of the
Manager, are members of the Audit and Risk Committee, of which
Margaret Payn is Chairman.
Patrick Reeve, as chairman of Albion Capital Group LLP, is deemed
to have an interest in the Management Agreement to which the
Company is party, and as such has abstained from discussion
around the updates to the Management Agreement and
Management performance incentive. After the merger with Albion
Income & Growth VCT PLC on 15 November 2013, Patrick Reeve
agreed to waive his fees for his services as a Director of the
Company.
Directors’ indemnity
Each Director has entered into a Deed of Indemnity with the
Company which indemnifies each Director, subject to the
provisions of the Companies Act 2006 and the limitations set out
in each deed, against any liability arising out of any claim made
against themselves in relation to the performance of their duties
as a Director of the Company. A copy of each Deed of Indemnity
entered into by the Company with each Director is available at the
registered office of the Company.
Re-election of Directors
The AIC Code recommends that all Directors submit themselves
for re-election annually, therefore in accordance with the AIC
Code, Robin Archibald, Margaret Payn, Mary Anne Cordeiro and
Patrick Reeve will offer themselves for re-election.
Advising Ordinary Retail Investors
The Company currently conducts its affairs so that its shares can
be recommended by financial intermediaries to ordinary retail
investors in accordance with the FCA’s rules in relation to non-
mainstream investment products and intends to continue to do
so for the foreseeable future. The FCA’s restrictions which apply
to non-mainstream investment products do not apply to the
Company’s shares because they are shares in a VCT which, for the
purposes of the rules relating to non-mainstream investment
products, are excluded securities and may be promoted to
ordinary retail investors without restriction.
Packaged Retail and Insurance-based Investment Products
("PRIIPs”)
Investors should be aware that the PRIIPs Regulation requires the
Manager, as PRIIP manufacturer, to prepare a Key Information
Document ("KID") in respect of the Company. This KID must be
made available by the Manager to retail investors prior to them
making any investment decision and is available on the
Company's webpage on the Manager’s website. The Company is
not responsible for the information contained in the KID and
investors should note that the procedures for calculating the risks,
costs and potential returns are prescribed by the law. The figures
in the KID may not reflect the expected returns or costs for the
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Albion Technology & General VCT PLC
39
Company as reported in the audited Annual Report, and
anticipated performance returns cannot be guaranteed.
Alternative Investment Fund Managers Directive
(“AIFMD”)
Under the Alternative Investment Fund Manager Regulations
2013 (as amended) the Company is a UK AIF and the Manager
is a full scope UK AIFM. Ocorian Depositary (UK) Limited provides
depositary services under the AIFMD.
Material changes to information required to be made available
to investors of the Company
The AIFMD outlines the required information which has to be made
available to investors prior to investing in an AIF and directs that
material changes to this information be disclosed in the Annual
Report of the AIF. There were no material changes in the year.
Assets of the Company subject to special arrangements arising
from their illiquid nature
There are no assets of the Company which are subject to special
arrangements arising from their illiquid nature.
Remuneration (unaudited)
The Manager has a remuneration policy which meets the
requirements of the AIFMD Remuneration Code and associated
Financial Conduct Authority guidance. The remuneration policy
together with the remuneration disclosures for the AIFM’s most
recent reporting period are available on the Company’s webpage
on the Manager’s website.
Auditor
The Audit ans Risk Committee annually reviews and evaluates the
standard and quality of service provided by the Auditor, as well as
value for money in the provision of these services. A resolution to
re-appoint BDO LLP will be put to the Annual General Meeting.
Annual General Meeting
The Annual General Meeting (“AGM”) will be held at the offices of
Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP at 3pm on
26 May 2022. This will be a hybrid event with virtual participation
via the Lumi platform. Information on how to participate in the
live webcast can be found on the Manager’s website at
www.albion.capital/vct-hub/agms-events
. The notice of the AGM
is at the end of this document.
The AGM will include a presentation from the Manager, the
answering of questions received from shareholders and the formal
business of the AGM, which includes voting on the resolutions
proposed by the Board by way of a poll.
The Board welcomes questions from shareholders at the AGM and
shareholders will be able to ask questions using the Lumi platform,
or in person. Alternatively, shareholders can email their questions
to AATGchair@albion.capital
prior to the Meeting.
Shareholders will be able to vote during the Meeting using the
Lumi platform. Shareholders are encouraged to complete and
return proxy cards in advance of the AGM but those participating
in the meeting will be able to cast their votes through the Lumi
platform once the Chairman declares the poll open.
The results of the poll held at the AGM will be announced through
a Regulatory Information Service and will be published on the
Company’s webpage on the Manager’s website at
www.albion.capital/funds/AATG
as soon as reasonably practicable
following the AGM.
Shareholders' views are important, and the Board encourages
shareholders to vote on the resolutions. You can cast your vote by
using the proxy form enclosed with this Annual Report or
electronically at www.investorcentre.co.uk/eproxy
. The Board has
carefully considered the business to be approved at the AGM and
recommends shareholders to vote in favour of all the resolutions
being proposed.
The proxy form enclosed with this Annual Report and Financial
Statements permits shareholders to disclose votes ‘for’, ‘against’,
and ‘withheld’. A ‘vote withheld’ is not a vote in law and will not
be counted in the proportion of the votes for and against the
resolution. Summary of proxies lodged at the AGM will be
published at www.albion.capital/funds/AATG
under the “Financial
Reports and Circulars” section.
The ordinary business resolutions 1 to 8 includes receiving and
adopting the Company’s accounts, to approve the Directors’
remuneration report, to re-elect all Directors, and to re-appoint
BDO as auditor for the next year end and to fix their remuneration.
Resolutions 9 to 12 relate to the following items of special business
for which shareholder approval is required in order to comply either
with the Companies Act or the Listing Rules of the Financial
Conduct Authority.
Resolutions 9 to 11 replace the authorities given to the Directors
at the AGM in 2021. The authorities sought at the forthcoming
AGM will expire 15 months from the date that the resolution is
passed, or at the conclusion of the next AGM of the Company,
whichever is earlier.
Authority to allot shares
Ordinary resolution number 9 will request the authority to allot up
to an aggregate nominal amount of £365,131 representing
approximately 20 per cent. of the issued Ordinary share capital of
the Company as at the date of this Report.
The Directors current intention is to allot shares under the
Dividend Reinvestment Scheme, any future Albion VCTs’ Share
Offers in which the Company participates and by reissuing
treasury shares where it is in the Company’s interest to do so. The
Directors’ report continued
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Albion Technology & General VCT PLC
40
Directors’ report continued
Company currently holds 20,904,204 treasury shares representing
13.6 per cent. of the total Ordinary share capital in issue as at the
date of this Report.
Disapplication of pre-emptive rights
Special resolution number 10 will request the authority for the
Directors to allot equity securities for cash without first being
required to offer such securities to existing members. This will
include the sale on a non pre-emptive basis of any shares the
Company holds in treasury for cash. The authority relates to a
maximum aggregate of £365,131 of the nominal value of the
share capital representing approximately 20 per cent. of the issued
Ordinary share capital of the Company as at the date of this
Report.
Purchase of own shares
Special resolution number 11 will request the authority to
purchase approximately 14.99 per cent. of the Company's issued
Ordinary share capital at, or between, the minimum and
maximum prices specified in resolution number 11. Shares bought
back under this authority may be cancelled or held in treasury.
The Board believes that it is helpful for the Company to continue
to have the flexibility to buy its own shares and this resolution
seeks authority from shareholders to do so. Details of share buy-
backs during the year can be found in note 15.
Cancellation of share premium and capital redemption
reserve
Special resolution number 12 is a proposal by the Board to
increase the Company’s distributable reserves by way of the
cancellation of the Company’s share premium account and
capital redemption reserve, subject to shareholder approval and
confirmation by the Court. This procedure has been adopted in
the past by the Company and is relatively common amongst
investment companies.
If the special resolution is approved by shareholders, the Company
will apply to the High Court for a Court Order confirming the
cancellations and this is expected to take place later in the year.
The Court may require the Company to protect the interests of
the creditors of the Company and the Company can confirm that
it will seek approval from all creditors to this proposal if so required.
The main creditors as at the date of filing with the Court, will be
the Manager and the Company’s solicitors, Bird & Bird LLP. Both
of the main creditors have confirmed that they will consent to the
proposed reduction.
The Company’s distributable reserves are used for the payment
of dividends, for share buy-backs and for other corporate purposes.
If approved, the proposed reduction of the share premium
account and capital redemption reserve will create additional
distributable reserves, in time, of greater than £50 million.
It is the Board’s policy to pay regular dividends to shareholders as
the Directors believe that this is a key source of shareholder value.
The Company also has a policy of buying back its own shares for
cancellation or for holding as treasury shares, when such purposes
are considered to be to the advantage of the Company and
shareholders as a whole. These shares are purchased at a discount
to net asset value which enhances the Company’s net asset value
per share.
Under the Companies Act 2006, the Company is only permitted
to pay dividends and to make buy-backs from its accumulated
distributable reserves. Therefore, the Board believes that
increasing the distributable reserves is in the interests of
shareholders. Details of these reserves are shown on page 60.
The Company’s share premium account represents the difference
between the price paid for shares and the nominal value of the
shares, less issue costs and transfers to the other distributable
reserve. As at 31December 2021, the amount credited to the
Company’s share premium account was £52,687,000.
The Company’s capital redemption reserve accounts for amounts
by which the issued share capital is diminished through the
repurchase and cancellation of the Company’s own shares. As at
31 December 2021, the amount credited to the Company’s
capital redemption reserve was £48,000.
Recommendation
The Board believes that the passing of the resolutions above is in
the best interests of the Company and its shareholders as a whole,
and unanimously recommends that you vote in favour of these
resolutions, as the Directors intend to do in respect of their own
shareholdings.
General Meeting for amendments to the Management
Agreement between the Company and the Manager
As outlined in the Circular that has been sent to shareholders along
with the Annual Report and Financial Statements, the Board are
recommending that the current performance incentive
arrangements be amended, and the Company’s operating expenses
be reduced by lowering the management fee. This requires the
approval of shareholders at a General Meeting, where an ordinary
resolution will propose a deed of variation to the Management
Agreement between the Company and the Manager.
The General Meeting will be held at the registered office of the
Company at the offices of Bird & Bird LLP, 12 New Fetter Lane,
London EC4A 1JP. This will be a hybrid event with virtual participation
via the Lumi platform. The notice of the General Meeting is included
in the Circular that has been sent to shareholders along with this
Annual Report and Financial Statements.
The proxy form enclosed with this Circular permits shareholders to
disclose a vote ‘for’, ‘against’, and ‘withheld’. A ‘vote withheld’ isnot
263047 Albion T&G VCT pp36-pp51.qxp 13/04/2022 14:16 Page 40
a vote in law and will not be counted in the proportion of the votes
for and against the resolution. A summary of proxies lodged at the
General Meeting will be published at www.albion.capital/funds/AATG
under the ‘Financial Reports and Circulars’ section.
Disclosure of information to Auditor
As at the date of approval of this Report:
• so far as each of the Directors are aware, there is no relevant
audit information of which the Company’s Auditor is
unaware; and
• each of the Directors has taken all the steps that they ought
to have taken as a Director to make themselves aware of
any relevant audit information and to establish that the
Company’s Auditor is aware of that information.
This disclosure is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
By Order of the Board
Albion Capital Group LLP
Company Secretary
1 Benjamin Street
London, EC1M 5QL
13 April 2022
Albion Technology & General VCT PLC
41
Directors’ report continued
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Albion Technology & General VCT PLC
42
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and
Financial Statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare Financial
Statements for each financial year. Under that law the Directors
have elected to prepare the Company’s Financial Statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (“UK GAAP”) (United Kingdom Accounting Standards and
applicable law). 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 of the
Company and of the profit or loss for 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 judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance with
UK GAAP subject to any material departures disclosed and
explained in the Financial Statements; and
• prepare a Directors’ report, a Strategic 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 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.
The Directors are responsible for ensuring that the Annual Report
and Financial Statements, taken as a whole, are fair, balanced, and
understandable and provide the information necessary for
shareholders to assess the Company’s position, performance,
business model and strategy.
Website publication
The Directors are responsible for ensuring the Annual Report and
Financial Statements are made available on a website. Financial
Statements are published on the Company’s webpage on the
Manager’s website (www.albion.capital/funds/AATG
) in
accordance with legislation in the United Kingdom governing the
preparation and dissemination of Financial Statements, which
may vary from legislation in other jurisdictions. The Company’s
webpage is maintained on the Board’s behalf by the Manager.
Directors’ responsibilities pursuant to Disclosure Guidance
and Transparency Rule 4 of the UK Listing Authority
The Directors confirm to the best of their knowledge:
• The Financial Statements have been prepared in accordance
with UK GAAP and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the
Company.
• The Annual Report includes a fair review of the development
and performance of the business and the financial position
of the Company, together with a description of the principal
risks and uncertainties that it faces.
For and on behalf of the Board
Robin Archibald
Chairman
13 April 2022
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Albion Technology & General VCT PLC
43
Statement of corporate governance
Background
The Financial Conduct Authority requires all companies listed on
a regulated market to disclose how they have applied the
principles and complied with the provisions of the UK Corporate
Governance Code (the “Code”) issued by the Financial Reporting
Council (“FRC”) in 2018.
The Board of Albion Technology & General VCT PLC has
considered the Principles and Provisions of the AIC Code of
Corporate Governance (“AIC Code”). The AIC Code addresses the
Principles and Provisions set out in the Code, as well as setting out
additional Provisions on issues that are of specific relevance to
Albion Technology & General VCT PLC and other investment
companies. Closed-ended investment companies have particular
factors which have an impact on their governance arrangements,
principally from four features: outsourcing their day-to-day
activities to external service providers and being governed by
boards of non-executive directors; the importance of the Manager
in the outsourcing compared to a typical supplier; having no
executive directors or employees and consequently no executive
remuneration packages; and no customers in the traditional sense,
only shareholders.
The Board considers that reporting against the Principles and
Provisions of the AIC Code, which has been endorsed by the FRC,
provides more relevant information to shareholders. The Company
has complied with the Principles and Provisions of the AIC Code.
The AIC Code is available on the AIC website (www.theaic.co.uk
).
It includes an explanation of how the AIC Code adapts the
Principles and Provisions set out in the Code to make them relevant
for investment companies.
Board of Directors
The Board consists solely of non-executive Directors. Robin
Archibald is the Chairman, Margaret Payn is chairman of the Audit
and Risk Committee and Mary Anne Cordeiro is the Senior
Independent Director. All Directors are non-executive and day-to-
day management responsibilities are sub-contracted to the
Manager.
Robin Archibald, Margaret Payn and Mary Anne Cordeiro are
considered independent Directors. Patrick Reeve is not considered
an independent Director as he is the chairman of Albion Capital
Group LLP, the Manager.
The Board does not have a strict policy of limiting the tenure of
any Director as the Board does not consider that a Director’s
length of service reduces their ability to act independently of the
Manager. However, it is agreed that, as far as practical, the
Directors should have no more than a nine-year tenure.
The AIC Code requires that all Directors submit themselves for re-
election annually, therefore in accordance with the AIC Code,
Robin Archibald, Margaret Payn, Mary Anne Cordeiro and Patrick
Reeve will offer themselves for re-election at the forthcoming
Annual General Meeting.
The Directors have a range of business and financial skills,
including serving on the boards of other investment companies,
which are relevant to the Company; these are described in the
Board of Directors section on page 25. All of the Directors have
demonstrated that they have sufficient time, skill and experience
to acquit their Board responsibilities and to work together
effectively. Directors are provided with key information on the
Company’s activities, including regulatory and statutory
requirements, and internal controls, by the Manager. The Board
has access to secretarial advice and compliance services by the
Manager, who is responsible for ensuring that Board procedures
are followed, and applicable procedures complied with. All
Directors are able to take independent professional advice in
furtherance of their duties if necessary. The Company has in place
Directors’ & Officers’ Liability Insurance.
The Directors have considered diversity in relation to the
composition of the Board and have concluded that its
membership is diverse in relation to gender, experience and
balance of skills. Further details on succession planning for existing
members of the Board and the recruitment of new Directors can
be found in the Nomination Committee section on page 46.
The Board met four times during 2021 as part of its regular
programme of quarterly Board meetings. The Board also held
separate meetings to review and update the Management
Agreement for new regulatory requirements, such as GDPR and
AIFMD, but did not change any commercial terms with the
Manager. Patrick Reeve was present in his capacity of Director of
the Company, but took no part in the approval process in respect
of the Management Agreement. All Directors attended each
meeting. A sub-committee of the Board comprising at least two
Directors met during the year to allot shares issued under the
Dividend Reinvestment Scheme. A sub-committee of the Board also
met to approve the terms and contents of the Offer Documents
under the Albion VCTs’ Prospectus Top Up Offers 2021/22. Various
Board members also engaged with the Manager and other service
providers to the Company during the course of the year in
furtherance of their duties, as well as regular contact between
individual members of the Board. Representatives of the Manager
attend all Board meetings and participate in Board discussions,
other than on matters where there might be a perceived conflict of
interest between the Manager and the Company. During the course
of the year, the Nomination, Remuneration, and Management
Engagement Committees had a series of meetings to discuss
proposed changes to board membership and remuneration and the
proposals to amend the investment management fee
arrangements.
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Albion Technology & General VCT PLC
44
The Chairman ensures that all Directors receive, in a timely
manner, all relevant management, regulatory and financial
information. The Board receives and considers reports regularly
from the Manager and other key advisers, with ad hoc reports and
information supplied to the Board as required. The Board has a
formal schedule of matters reserved for it and the agreement
between the Company and its Manager sets out the matters over
which the Manager has authority and limits beyond which Board
approval must be sought.
The Manager has authority over the management of the
investment portfolio, the organisation of custodial services,
accounting, secretarial and administrative services, all of which are
subject to Board oversight. The main issues reserved for the Board
include:
• review of the Management Engagement Committee’s
recommendation on the appointment, evaluation,
remuneration and removal of the Manager;
• the consideration and approval of future developments or
changes to the investment policy, including risk and asset
allocation;
• consideration of corporate strategy and corporate events
that arise, including periodic Top Up Offers;
• application of the principles of the AIC Code, corporate
governance and internal control;
• review of sub-committee recommendations, including the
recommendation to shareholders for the appointment and
remuneration of the Auditor;
• approving the Annual Report and Financial Statements, the
Half-yearly Financial Report, the Interim Management
Statements (which the Company will continue to publish),
net asset value updates (where required), and the
associated announcements;
• approval of the dividend policy and payments of dividends
to shareholders;
• the performance of the Company, including monitoring of
the discount of share price to the net asset value;
• share buy-back and treasury share policies;
• participation in dividend re-investment schemes and TopUp
Offers;
• monitoring shareholder profile and considering shareholder
communications; and
• matters of corporate governance.
It is the responsibility of the Board to present an Annual Report
that is fair, balanced and understandable, and which provides the
information necessary for shareholders to assess the position,
performance, strategy and business model of the Company.
Committees’ and Directors’ performance evaluation
Performance of the Board and the Directors is assessed on the
following bases:
• attendance at Board and Committee meetings;
• the contribution made by individual Directors at, and
outside of, Board and Committee meetings; and
• completion of a detailed internal assessment process and
annual performance evaluation conducted by the Chairman
(or in the case of the Chairman’s review, by the other
Directors).
The evaluation process has consistently identified that the Board
works well together and has the right balance of skills, experience,
independence and knowledge for the effective governance of the
Company. Diversity within the Board is achieved through the
appointment of Directors with different sector backgrounds, skills
and gender.
Directors are offered training, both at the time of joining the Board
and on other occasions where required. The Directors attend
external courses and industry events which provides further
experience to help them fulfil their responsibilities. The Board also
undertakes a proper and thorough evaluation of its Committees
on an annual basis.
In light of the performance of the individual Directors and the
structured performance evaluation, Robin Archibald, Margaret
Payn, Mary Anne Cordeiro and Patrick Reeve are considered to be
effective Directors who demonstrate strong commitment to the
role. The Board believes it to be in the best interest of the
Company to re-appoint these Directors at the forthcoming Annual
General Meeting and has nominated them for re-election
accordingly. For more details on the specific background, skills and
experience of each Director, please see the Board of Directors
section on page 25.
Remuneration Committee
The Remuneration Committee consists of all Directors except
Patrick Reeve, with Mary Anne Cordeiro as Chairman. The
Committee held one formal meeting during the year, which was
attended by all the members of the Committee. The Committee
also held a number of informal meetings to discuss remuneration
for proceeding periods, in conjunction with considerations of the
Nomination Committee on the future make-up of the Board and
succession planning.
The terms of reference for the Remuneration Committee can be
found on the Company’s webpage on the Manager’s website at
www.albion.capital/funds/AATG
under the Corporate
Governancesection.
Statement of corporate governance continued
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Albion Technology & General VCT PLC
45
Statement of corporate governance continued
Audit and Risk Committee
The Audit and Risk Committee consists of all Directors except Patrick
Reeve, with Margaret Payn as Chairman. In accordance with the
AIC Code, members of the Audit and Risk Committee have recent
and relevant financial experience as well as experience relevant to
the sector. Given the size of the Board and the complexity of the
business, Robin Archibald is both Chairman of the Board and a
member of the Audit and Risk Committee as his background, skills
and experience are also relevant for the Committee’s
responsibilities. The Committee met twice during the year ended
31 December 2021; all members attended.
The independent Auditor, BDO LLP, attended the Audit and Risk
Committee meeting at which the Annual Report and Financial
Statements for the year ended 31 December 2021 were discussed.
BDO LLP also met with the Audit and Risk Committee prior to the
meeting without the presence of the Manager.
Written terms of reference have been constituted for the Audit and
Risk Committee and can be found on the Company’s webpage on
the Manager’s website at www.albion.capital/funds/AATG
under
the Corporate Governance section.
During the year under review, the Committee discharged its
responsibilities including:
• formally reviewing the Annual Report and Financial
Statements and the Half-yearly Financial Report with
particular focus on the main areas requiring judgement and
on critical accounting policies;
• reviewing the effectiveness of the internal controls system
and examination of the Internal Controls Report produced
by the Manager;
• meeting with the external Auditor and reviewing their
findings;
• meeting with the Manager’s internal auditor and reviewing
their findings;
• reviewing the performance of the Manager and making
recommendations regarding their re-appointment to the
Board;
• highlighting the key risks and specific issues relating to the
Financial Statements including the reasonableness of
valuations, compliance with accounting standards and UK
law, corporate governance and listing and disclosure rules
as well as going concern and viability statements. These
issues were addressed through detailed review, discussion
and challenge by the Board of these matters, as well as by
reference to underlying technical information to back up the
discussions. Taking into account risk factors that impact on
the Company both as reflected in the annual accounts and
in a detailed risk matrix, both of which are reviewed
periodically in detail, including in the context of emerging
risks;
• advising the Board on whether the Annual Report and
Financial Statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company’s position,
performance, business model and strategy; and
• reporting to the Board on how it has discharged its
responsibilities.
The Board, and particularly the Audit and Risk Committee,
monitors closely developments in the provision of audit services
and is aware that the costs of rendering audit services from most
audit firms are increasing significantly, with more pressure on
those firms who provide services to listed companies and for those
companies operating in a regulated environment. The Board is
satisfied from discussions with the current audit firm and from
scrutiny of what is happening elsewhere, that BDO continues to
provide the Company with an independent and expert review of
its financial reporting from an audit firm with significant
experience in the sector and on a competitive fee base for the work
required in reporting on an extensive portfolio of unquoted
investments. It is however anticipated that audit fees will further
increase in succeeding years.
The Committee also examines going concern and viability
statements, using financial projections provided by the Manager
on the Company and by examining the liquidity in the Company’s
portfolio, including cash and realisable investments, the
committed costs of the Company and where liquidity might be
found if required. The Audit and Risk
Committee also receives
regular reports on compliance with VCT status, which is subject to
various internal controls and external review when investment
commitments are made.
Financial Statements
The Audit and Risk Committee has initial responsibility for
reviewing the Financial Statements and reporting on any
significant issues that arise in relation to the audit of the Financial
Statements as outlined below. Such issues were discussed with the
external Auditor prior to the completion of the audit of the
Financial Statements. No major conflicts arose between the Audit
and Risk Committee and the external Auditor in respect of their
work during the period.
The key accounting and reporting issues considered by the
Committee were:
The valuation of the Company’s investments
Valuations of investments are prepared by the Manager. The Audit
and Risk Committee reviewed the estimates and judgements made
in relation to these investments and were satisfied that they were
appropriate. The Audit and Risk Committee also discussed the
controls in place over the valuation of investments. The Committee
recommended investment valuations to the Board for approval.
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Albion Technology & General VCT PLC
46
Revenue recognition
The revenue generated from loan stock interest and dividend
income has been considered by the Audit and Risk Committee as
part of its review of the Financial Statements as well as a quarterly
review of the management accounts prepared by the Manager.
The Audit and Risk Committee has considered the controls in place
over revenue recognition to ensure that amounts received are in
line with expectation and budget.
Following rigorous reviews of the Annual Report and Financial
Statements and consideration of the key areas of risk identified,
the Audit and Risk Committee and Board has concluded that, as
a whole, the Financial Statements are fair, balanced and
understandable and that they provide the information necessary
for shareholders to assess the Company’s position, performance,
business model and strategy.
Relationship with the External Auditor
The Audit and Risk Committee reviews the performance and
continued suitability of the Company’s external Auditor on an
annual basis. They assess the external Auditor’s independence,
qualification, extent of relevant experience, effectiveness of audit
procedures as well as the robustness of their quality assurance
procedures. In advance of each audit, the Committee obtains
confirmation from the external Auditor that they are independent.
No non-audit services were provided during the financial year
ended 31December 2021.
As part of its work, the Audit and Risk Committee has undertaken
a formal evaluation of the external Auditor against the following
criteria:
– Qualification
– Expertise
– Resources
– Effectiveness
– Independence
– Leadership
In order to form a view of the effectiveness of the external audit
process, the Committee took into account information from the
Manager regarding the audit process, the formal documentation
issued to the Audit and Risk Committee and the Board by the
external Auditor regarding the external audit for the year ended
31December 2021, and assessments made by individual Directors
using their experiences elsewhere as required.
The core legislation mandates that the maximum period for which
a firm can be appointed auditor of a public interest entity is
10years. Member states can choose to make this period shorter,
or they can choose to allow extensions: to 20 years if a competitive
tender is held at the 10 year point, or to 24 years in the case of a
joint audit appointment. Transition arrangements vary depending
on the length of time auditors have been incumbent. In 2017,
theAudit and Risk Committee undertook a tendering exercise for
the provision of audit services. As a result of this process, BDO LLP
was retained as Auditor. BDO LLP first acted as Auditor for the year
ended 31 December 2008 and this will be year 14 of their tenure.
This year is the second year that Peter Smith has acted as audit
engagement partner and rotation will take place before the year
ended 31 December 2025.
The Audit and Risk Committee also has an annual meeting with
the external Auditor, without the Manager present, at which
pertinent questions are asked to help the Audit and Risk
Committee determine if the Auditor’s skills and approach to the
annual audit and issues that arise during the course of the audit
match all the relevant and appropriate criteria for the audit to have
been an effective and objective review of the Company’s year-end
reporting.
Based on the assurance obtained, the Audit and Risk Committee
recommended to the Board a resolution to re-appoint BDO LLP as
Auditor at the forthcoming Annual General Meeting.
Nomination Committee
The Nomination Committee consists of all Directors except for
Patrick Reeve, with Robin Archibald as Chairman.
The Nomination Committee reviews both the membership of the
Board for the spread of skills, and individual board member’s
contributions in nominating individual board members for re-
election at the Annual General Meeting, and looks at succession
planning, with a view to make recommendations to the Board on
changes to its composition. The Board’s policy on the recruitment
of new Directors is to attract a range of backgrounds, skills and
experience and to ensure that appointments are made on the
grounds of merit against clear and objective criteria and bear in
mind the maintenance of gender and other diversity within the
Board. The Board is also mindful of the importance of creating
good working relationships within the Board and with external
agents. The Nomination Committee reviews succession planning
regularly which includes considering tenure of existing Directors
and any potential skills gaps that might need to be addressed
when board membership changes. As noted in the Directors’
remuneration report on page 49, the Nomination Committee
concluded that it was in the interests of the Company to have a
small but engaged board, and it was agreed that, as far as
practical, the Directors should have no more than a nine-year re-
election tenure. As in previous years, the Nomination Committee
conducted an appraisal of all the members of the Board and as a
result was able to recommend that all the Directors be put forward
for re-election at the Annual General Meeting.
Terms of reference for the Nomination Committee can be found
on the Company’s webpage on the Manager’s website at
Statement of corporate governance continued
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Albion Technology & General VCT PLC
47
Statement of corporate governance continued
www.albion.capital/funds/AATG under the Corporate
Governancesection.
Management Engagement Committee
The Management Engagement Committee was formed during
the year and consists of all Directors except Patrick Reeve, with
Robin Archibald as Chairman. The Committee held one formal
meeting during the year, which was attended by all the members
of the Committee, and a number of informal meetings to discuss
management fee proposals.
As noted in last year’s accounts, the Board expected to review the
basis of management fees payable to Albion. The Management
Engagement Committee completed this review, which included
obtaining external advice on what is being proposed and made
its recommendations to the Board. The Board is pleased to put
forward the proposal as detailed in the Circular accompanying this
annual report, which is subject to shareholder approval at the
forthcoming General Meeting on 26 May 2022.
The terms of reference for the Management Engagement
Committee can be found on the Company’s webpage on the
Manager’s website at www.albion.capital/funds/AATG
under the
Corporate Governance section.
Internal control
In accordance with the AIC Code, the Board has an established
process for identifying, evaluating and managing the significant
risks faced by the Company. This process has been in place
throughout the year and continues to be subject to regular review
by the Board in accordance with the FRC guidance “Risk
Management, Internal Control and Related Financial and Business
Reporting”. The Board is responsible for the Company’s system of
internal control and for reviewing its effectiveness. However,
acknowledging that such a system is designed to manage, rather
than eliminate, the risks of failure to achieve the Company’s
business objectives, such controls can only provide reasonable and
not absolute assurance against material misstatement or loss.
The Board, assisted by the Audit and Risk Committee, monitors all
controls, including financial, operational and compliance controls,
and risk management. The Audit and Risk Committee receives
each year from the Manager a formal report, which details the
steps taken to monitor the areas of risk, including those that are
not directly the responsibility of the Manager, and which reports
the details of any known internal control failures. Steps continue
to be taken to embed the system of internal control and risk
management into the operations and culture of the Company and
its key suppliers, and to deal with areas of improvement which
come to the Manager’s and the Audit and Risk Committee’s
attention.
The Board, through the Audit and Risk Committee, has performed
a specific assessment for the purpose of this Annual Report and
Financial Statements. This assessment considers all significant
aspects of internal control arising during the year. The Audit and
Risk Committee assists the Board in discharging its review
responsibilities.
The main features of the internal control system with respect to
financial reporting are:
• segregation of duties between the preparation of
valuations and recording in accounting records;
• independent third party valuations of the majority of the
asset-based investments within the portfolio are undertaken
annually;
• reviews of valuations are carried out by the Valuations
Committee and reviews of financial reports are carried out
by the operations partner of Albion Capital Group LLP;
• bank reconciliations are carried out monthly by the
Manager;
• all financial reports are reviewed by Albion Capital Group
LLP’s compliance department before publishing;
• the Board reviews financial information; and
• a separate Audit and Risk Committee of the Board reviews
financial information due to be published.
During the year, as the Board has delegated the investment
management and administration to Albion Capital Group LLP, the
Board feels that it is not necessary to have its own internal audit
function. Instead, it has access to Azets, which, as internal auditor
for Albion Capital Group LLP from 2021, undertakes periodic
examination of the business processes and controls environment
at Albion Capital Group LLP, and ensures that any
recommendations to implement improvements in controls are
carried out. During the year, the Audit and Risk Committee and
the Board reviewed internal audit reports prepared by the
Manager’s previous internal auditor, PKF Littlejohn LLP.
In addition to this, Ocorian Depositary (UK) Limited, the
Company’s external Depositary, provides cash monitoring, asset
verification, and oversight services to the Company and reports to
the Board on a quarterly basis.
The Board and the Audit and Risk Committee will continue to
monitor its system of internal control in order to provide assurance
that it operates as intended.
Conflicts of interest
Directors review and sign off the disclosure of conflicts of interest
annually, with any changes reviewed and noted at the beginning
of each quarterly Board meeting. A Director who has conflicts of
interest has two independent Directors authorise those conflicts.
Procedures to disclose and authorise conflicts of interest have
been adhered to throughout the year.
263047 Albion T&G VCT pp36-pp51.qxp 13/04/2022 14:16 Page 47
Capital structure and Articles of Association
Details regarding the Company’s capital structure, substantial
interests and Directors’ powers to buy and issue shares are
detailed in full on pages 36 and 40 of the Directors’ report. The
Company is not party to any significant agreements that may take
effect, alter or terminate upon a change of control of the
Company following a takeover bid.
Any amendments to the Company’s Articles of Association are by
way of a special resolution subject to ratification by shareholders.
Relationships with shareholders and other stakeholders
The Company’s Annual General Meeting (“AGM”) is on 26 May
2022. The AGM typically includes a presentation from the
Manager on the portfolio and on the Company, as well as
answering questions that shareholders may have. The AGM will
be held as a hybrid event this year.
Shareholders and financial advisers are able to obtain information
on holdings and performance using the contact details provided
on page 2.
The Company’s share buy-back programme operates in the
market through brokers. In order to sell shares, as they are quoted
on the London Stock Exchange, investors should approach their
own broker to undertake the sale. Banks may be able to assist
shareholders with a referral to a broker within their banking group.
More information on share buy-backs can be found in the
Chairman's statement on page 8.
Statement of compliance
The Directors consider that the Company has complied
throughout the year ended 31 December 2021 with all the
relevant provisions set out in the AIC Code issued in 2019.
By reporting against the AIC Code, the Board is meeting its
obligations in relation to the 2018 UK Corporate Governance Code
(and associated disclosure requirements under paragraph 9.8.6 of
the Listing Rules). The Directors also consider that they are
complying with their statutory responsibilities and other regulatory
provisions which have a bearing on the Company.
For and on behalf of the Board
Robin Archibald
Chairman
13 April 2022
Albion Technology & General VCT PLC
48
Statement of corporate governance continued
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Albion Technology & General VCT PLC
49
Directors’ remuneration report
Introduction
This report is submitted in accordance with Section 420 of the
Companies Act 2006 and describes how the Board has applied
the principles relating to the Directors’ remuneration.
An Ordinary resolution will be proposed at the Annual General
Meeting of the Company to be held on 26 May 2022 for the
approval of the Directors’ remuneration report as set out below.
The current Remuneration Policy was approved by shareholders
(95.64 per cent. of shareholders voted for the resolution, 4.36 per
cent. against the resolution and of the total votes cast, 134,516,
being 0.12 per cent. of total voting rights, were withheld) at the
Annual General Meeting held on 3 June 2020, and it will remain
in place for a three year period. It will next be put to shareholders
at the 2023 AGM.
The Company’s independent Auditor, BDO LLP, is required to give
its opinion on certain information included in this report, as
indicated below. The Auditor’s opinion is included in the
Independent Auditor’s report.
Annual statement from the Chairman of the Remuneration
Committee
The Remuneration Committee comprises all Directors, excluding
Patrick Reeve, with Mary Anne Cordeiro as Chairman.
As part of its succession planning and review of individual board
responsibilities, committee structure and overall make-up of the
Board going forward, the Remuneration Committee conducted a
full remuneration review during the year. It was concluded that it
was in the interests of the Company to have a small but engaged
board, with the requisite breadth of experience, to oversee the
activities of the Company and to contribute to the Company’s
development through that experience. Having Patrick Reeve on
the Board remains a benefit to the Company, given his extensive
experience of the Company since its inception and the VCT sector.
It was agreed that, as far as practical, the Directors should have
no more than a nine-year tenure and that there should be greater
recognition of senior board roles and responsibilities in how
Directors are remunerated, which has not been so distinct in the
past. Consequently, and by review of peer group VCTs and
investment companies more generally, it was agreed to increase
the Chairman’s remuneration to £31,000 (from £27,500), the
Audit Chairman’s to £28,500 (from £25,500) and other
non-executive Directors remuneration to £25,500 (from £23,500)
from 1 July 2022, save for Patrick Reeve who continues to waive
his fees. Furthermore, in the year commencing 1 January 2023,
the base annual remuneration would move to £35,000 for the
Chairman, £31,000 for the Audit Chairman and £27,000 for
non-executive Directors. It is expected that, having rebased the
remuneration in this way, it will be reviewed every three years
thereafter, at the same time as considering and approving the
Company’s remuneration policy.
In applying these remuneration changes, the total fees payable
to the Board during the period of succession are expected to
remain broadly stable for the next three years. With fewer
independent directors, each of these will have additional
responsibilities in terms of chairing committees and contributing
to Board business. The changes will remunerate roles of greater
responsibility compared with a standard non-executive director
role. It should also remove the need for any director to receive
additional remuneration, which has been seen in the past; the
independent directors will share additional work according to their
defined responsibilities. Taken in context, the overall Directors'
remuneration will fall as a proportion of overall net asset value
(from 0.10% in 2021 to estimated 0.06% for 2022) when the
changes have been made; this remains low relative to other
investment companies' board costs. The last change in Director’s
remuneration was made in 2019.
Directors’ remuneration policy
The Company’s remuneration policy is that fees payable to non-
executive Directors should reflect their expertise, responsibilities and
time spent on Company matters. In determining the level of non-
executive remuneration, market equivalents are considered in
comparison to the overall activities and size of the Company. There
are no performance related pay criteria applicable to non-
executiveDirectors.
The maximum total level of non-executive Directors’ remuneration
is £150,000 per annum which is fixed by the Company’s Articles of
Association; amendment to this is by way of an ordinary resolution.
The AIC Code requires that all Directors submit themselves for re-
election annually, therefore in accordance with the AIC Code, Robin
Archibald, Margaret Payn, Mary Anne Cordeiro and Patrick Reeve
will offer themselves for re-election at the forthcoming Annual
General Meeting.
None of the Directors has a service contract with the Company, and
as such there is no policy on termination payments. There is no
notice period and no payments for loss of office were made during
the year. On being appointed to the Board, Directors receive a letter
from the Company setting out the terms of their appointment and
their specific duties and responsibilities. The Company is managed
by Albion Capital Group LLP and has no employees. The Board
consists solely of non-executive Directors, who are considered key
management personnel.
Shareholders’ views in respect of Directors’ remuneration are
regarded highly and the Board encourages shareholders’ to
attend its Annual General Meeting in order to communicate their
thoughts, which it takes into account where appropriate when
formulating its remuneration policy and its application. At the last
Annual General Meeting, 95.36 per cent. of shareholders voted for
the resolution approving the Directors’ remuneration report,
4.64per cent. against the resolution and of the total votes cast,
263047 Albion T&G VCT pp36-pp51.qxp 13/04/2022 14:16 Page 49
Albion Technology & General VCT PLC
50
Directors’ remuneration report continued
101,081 (being 0.08 per cent. of total voting rights) were withheld,
showing significant shareholder support.
Annual report on remuneration
The remuneration of individual Directors is determined by the
Remuneration Committee within the framework set by the Board.
The Committee meets at least once a year and met once during
the year under review with full attendance from all of its members.
It is responsible for reviewing the remuneration of the Directors
and the Company’s remuneration policy to ensure that it reflects
the duties, responsibilities and value of time spent by the Directors
on the business of the Company and makes recommendations to
the Board accordingly.
Directors’ remuneration
The following items have been audited.
The following table shows an analysis of the remuneration of
individual Directors, who were in office during the year, exclusive
of National Insurance:
Percentage
change
31 December 31 December 31 December 2020
2019 2020 2021 to 2021
£ £ £ %
Robin Archibald* 27,750 25,500 26,690 4.7
Margaret Payn n/a 9,750 24,690 153.2
Mary Anne Cordeiro 22,750 23,500 23,500 –
Patrick Reeve – – – –
Dr. Neil Cross
(retired 27 May 2021) 26,250 27,500 11,176 (59.4)
Modwenna Rees-Mogg
(retired 20 September 2021) 22,750 23,500 16,932 (27.9)
99,500 109,750 102,988 (6.2)
*Robin Archibald was paid an additional one off payment of £3,000 during the year
ended 31 December 2019 in recognition of the significant amount of additional work
he undertook in relation to the Albion VCTs' Prospectus Top Up Offers 2018/19 and
other corporate work on behalf of the Board, particularly in a year of exceptional
regulatory change.
There has been no increase in the base remuneration of each of
the Directors’ positions during the year. The changes from the
prior year are due to the retirement of Neil Cross and Modwenna
Rees-Mogg during the year, the appointment of Robin Archibald
as Chairman and Margaret Payn’s appointment as Audit
Chairman during the year, as well as her appointment to the Board
part way through the prior year.
Directors’ remuneration for the year ending 31 December 2022,
excluding any special payments, is expected to total around
£80,750 (excluding National Insurance contributions).
The Company does not confer any share options, long term
incentives or retirement benefits to any Director, nor does it make
a contribution to any pension scheme on behalf of the Directors.
Each Director of the Company was remunerated personally
through the Manager’s payroll, which has been recharged to the
Company. Directors were also reimbursed for authorised expenses
totalling £814 (2020: £400) during the year.
In addition to Directors’ remuneration, the Company paid an
annual premium in respect of Directors’ & Officers’ Liability
Insurance of £32,023 (2020: £24,100). The increase has been due
to changes in the market for the provision of insurance and is in
line with increases seen across the wider D&O market.
Directors’ interests
The Directors who held office throughout the year, and their
interests in the shares of the Company (together with those of
their immediate family) are shown below:
Shares held on Shares held on
31 December 31 December
2021 2020
Robin Archibald 31,071 31,071
Margaret Payn – –
Mary Anne Cordeiro 7,108 6,778
Patrick Reeve 627,691 637,629
Dr. Neil Cross n/a 177,790
Modwenna Rees-Mogg n/a 3,962
After the year end, Robin Archibald and Margaret Payn subscribed
for new shares under the Albion VCTs Prospectus Top Up Offers
2021/22. Robin Archibald was issued with 8,547 shares as part of
the 25 February 2022 allotment and Margaret Payn was issued
with 7,246 shares as part of the 11 April 2022 allotment.
There are no guidelines or requirements in respect of Directors’
share holdings.
The following items have not been audited.
Albion Capital Group LLP, its partners and staff (including Patrick
Reeve) held 1,215,644 shares in the Company as at 31 December
2021. After the year end, Albion Capital Group LLP, its partners
and staff subscribed for new shares under the Albion VCTs
Prospectus Top Up Offers 2021/22 and were issued with 193,878
shares as part of the allotments.
Performance graph
The graph that follows shows the Company’s Ordinary share price
total return against the FTSE All-Share Index total return, with
dividends reinvested, since 1 January 2012. The Directors consider
the FTSE All-Share Index to be the most appropriate indicative
benchmark for the Company as it contains a large range of sectors
within the UK economy similar to a generalist VCT. Investors
should, however, be reminded that shares in VCTs generally trade
at a discount to the actual net asset value of the Company.
263047 Albion T&G VCT pp36-pp51.qxp 13/04/2022 14:16 Page 50
Albion Technology & General VCT PLC
51
Directors’ remuneration report continued
Share price total return relative to
FTSE All-Share Index total return
(with dividends reinvested)
FTSE All-Share Index total return
Jan
12
Dec
12
Dec
13
Dec
14
Dec
15
Dec
16
Dec
17
Dec
18
Dec
19
Dec
21
Dec
20
Return (pence per share)
Ordinary share price total return
50
100
150
200
250
Methodology: The share price return to the shareholder, including original amount invested (rebased to 100) from 1 January 2012, assuming that dividends were re-
invested at the share price of the Company at the time the shares were quoted ex-dividend. Transaction costs are not taken into account.
There are no options, issued or exercisable, in the Company which would distort the graphical representation that follows.
Directors’ pay compared to distributions to shareholders
2021 2020 Percentage
£’000 £’000 change
Total dividend distribution to shareholders * 4,896 14,328 (66%)
Share buy-backs 1,906 1,473 29%
Total Directors fees 103 110 (6%)
*The prior year includes a Special Dividend of 9.00 pence per share, totalling £9,942,000.
For and on behalf of the Board
Robin Archibald
Director
13 April 2022
263047 Albion T&G VCT pp36-pp51.qxp 13/04/2022 14:16 Page 51
Albion Technology & General VCT PLC
52
Independent Auditor’s report to the Members of
Albion Technology & General VCT PLC
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s
affairs as at 31 December 2021 and of its profit for the year
then ended;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements of Albion Technology
& General VCT PLC (the ‘Company’) for the year ended 31
December 2021 which comprise the income statement, the
balance sheet, the statement of changes in equity, the statement
of cashflows and notes to the financial statements, including a
summary of significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable
law and United Kingdom Accounting Standards, including
Financial Reporting Standard 102 The Financial Reporting
Standard applicable in the UK and Republic of Ireland (United
Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs(UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion. Our audit opinion is consistent with the additional report
to the Audit and Risk Committee.
Independence
Following the recommendation of the Audit and Risk Committee,
we were appointed by the Board of Directors to audit the financial
statements for the year ended 31 December 2008 and
subsequent financial periods. The period of total uninterrupted
engagement including retenders and reappointments is 14 years,
covering the years ended 31 December 2008 to 31 December
2021. We remain independent of the Company in accordance
with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these
requirements. The non-audit services prohibited by that standard
were not provided to the Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our
evaluation of the Directors’ assessment of the Company’s ability to
continue to adopt the going concern basis of accounting included:
• Obtaining the VCT compliance reports during the year and
as at year end and reviewing their calculations to check that
the Company was meeting its requirements to retain VCT
status;
• Reviewing and challenging the forecasted cash flows that
support the Directors’ assessment of going concern, taking
into account the current levels of cash and considering the
discretionary nature of the Company’s significant cash
outflows;
• Considering the impact of market volatility and uncertainty,
including as a result of the impact of Russian aggression in
Ukraine; and
• Calculating financial ratios to ascertain the financial health
of the Company.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on
Company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In relation to the Company’s reporting on how it has applied the
UK Corporate Governance Code, we have nothing material to add
or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of
this report.
Overview 2021 2020
Key audit matters Valuation of Unquoted Investments 3 3
Materiality Company financial statements as a whole
£1,810,000 (2020: £1,300,000) based on 2% of net assets adjusted to exclude for
fundraising during the year (2020: 2% of gross investments)
263047 Albion T&G VCT pp52-pp57.qxp 13/04/2022 14:17 Page 52
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s system of internal
control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management ov
erride
of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of mat
erial
misstatement.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements
of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that w
e
identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and
directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as
a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Albion Technology & General VCT PLC
53
Independent Auditor’s report to the Members of
Albion Technology & General VCT PLC
continued
Key Audit Matter How the scope of our audit addressed the key audit matter
For the unquoted portfolio, we performed the following:
– Considered whether the valuation methodology is the most appropriate in the
circumstances under the International Private Equity and Venture Capital Valuation
(“IPEV”) Guidelines. Where there has been a change in valuation methodology from prior
year, we assessed whether the change was appropriate.
– Considered the change in market multiples and discount applied from prior year and if
these were supported by the performance of the underlying investment.
– Ensured that the valuation was based on recent financial information and reviewed the
arithmetic accuracy of the valuation.
Further, for a sample representing 73% of the portfolio, we performed the additional
procedures:
• Re-performed the calculation of the investment
• Verified and benchmarked key inputs and estimates to independent information from our
own research valuations and against metrics from the most recent investments
• Challenged the assumptions inherent to valuation of unquoted investments and
assessment of impact of the estimation uncertainty concerning these assumptions and
the disclosure of these uncertainties in the financial statements
• Where a valuation has been performed by a third party management’s expert, we have
assessed the competence and capabilities of that expert, the quality of their work and their
qualifications, as well as challenging the basis of inputs and assumptions used by the
expert. We have also considered any updates for subsequent information to the valuation
made by the investment manager and obtained appropriate evidence for those changes
• Where appropriate, performing sensitivity analysis on the valuation calculations where
there is sufficient evidence to suggest reasonable alternative inputs might exist.
• For investments valued using net assets, cost (where the investment was recently acquired),
the price of a recent investment, or an offer to acquire the investee company, we checked
the cost, net assets or third party offer to supporting evidence, reviewed the calibration of
fair value and considered the Investment Manager’s determination of whether there were
any reasons why the valuation and the valuation methodology was not appropriate at 31
December 2021. This is particularly pertinent in those circumstances where the impact of
COVID-19 subsequent to the transaction data may call into question whether the price of
recent investment remains reflective of fair value.
Valuation of investments (Notes
2 and 11 to the financial
statements)
There is a high level of estimation
uncertainty involved in determining
the unquoted investment
valuations; consisting of both equity
and loan stock instruments.
The Investment Manager’s fee is
based on the value of the net assets
of the fund, as shown in note 5.
As the Investment Manager is
responsible for valuing investments
for the financial statements, there is
a potential risk of overstatement of
investment valuations.
263047 Albion T&G VCT pp52-pp57.qxp 13/04/2022 15:15 Page 53
Albion Technology & General VCT PLC
54
Independent Auditor’s report to the Members of
Albion Technology & General VCT PLC
continued
Key Audit Matter How the scope of our audit addressed the key audit matter
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Company Financial statements
2021 2020
Materiality £1,810,000 £1,300,000
Basis for determining materiality 2% of net assets adjusted to exclude 2% of gross investments
for fundraising during the year
Rationale for the benchmark applied In setting materiality, we have had regard to the nature and disposition of the
investment portfolio. Given that the VCT’s portfolio is comprised of unquoted
investments which would typically have a wider spread of reasonable alternative
possible valuations, we have applied a percentage of 2% of adjusted net asset value.
This was changed from the prior year benchmark of gross investment value to align to
a standardised benchmark across the investment company sector. The benchmark used
is lower than the net asset value to take into account cash that has been recently raised.
Performance materiality £1,350,000 £970,000
Basis for determining performance 75% of materiality
materiality The level of performance materiality applied was set after having considered a number
of factors including the expected total value of known and likely misstatements and
the level of transactions in the year.
For a sample of loans held at fair value included above, we:
• Vouched security held to documentation
• Considered the assumption that fair value is not significantly different to cost by
challenging the assumption that there is no significant movement in the market interest
rate since acquisition and considering the “unit of account” concept
• Reviewed the treatment of accrued redemption premium/other fixed returns in line with
the SORP
Key observations:
Based on the procedures performed we noted that the methodology and assumptions used
by the Investment Manager were appropriate and the calculations were supported by the
evidence obtained.
263047 Albion T&G VCT pp52-pp57.qxp 13/04/2022 14:17 Page 54
Albion Technology & General VCT PLC
55
Independent Auditor’s report to the Members of
Albion Technology & General VCT PLC
continued
Lower threshold
Revenue return could influence users of the financial statements as it is a measure of the Company’s performance of income generated
from its investments after expenses. Thus, we have set a lower testing threshold for those items impacting revenue return of £135,000
which is based on 5% of gross expenditure (2020: £110,000).
Reporting threshold
We agreed with the Audit and Risk Committee that we would report to them all individual audit differences in excess of £36,000 (2020:
£20,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual report
and financial statements other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to
be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies
Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
• The Directors' statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties; and
• The Directors’ explanation as to their assessment of the Company’s prospects, the
period this assessment covers and why the period is appropriate.
Going concern and
longer-term viability
• Directors' statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks;
• The section of the annual report that describes the review of effectiveness of risk
management and internal control systems; and
• The section describing the work of the Audit and Risk Committee.
Other Code provisions
263047 Albion T&G VCT pp52-pp57.qxp 13/04/2022 14:17 Page 55
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company and the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud are detailed below:
We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates,
and considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. These included
but were not limited to compliance with Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate
Governance Code, industry practice represented by the Statement of Recommended Practice: Financial Statements of Investment Trust
Companies and Venture Capital Trusts (“the SORP”) issued in November 2014 and updated in February 2018 with consequential
amendments and FRS 102. We also considered the Company’s qualification as a VCT under UK tax legislation.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial
year for which the financial statements are prepared is consistent with the financial
statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the Company and its environment obtained
in the course of the audit, we have not identified material misstatements in the strategic report
or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Strategic report and
Directors’ report
Matters on which we are
required to report by
exception
We have nothing to report in respect of the following matters in relation to which the
Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the Company financial statements and the part of the Directors’ remuneration report
to be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Albion Technology & General VCT PLC
56
Independent Auditor’s report to the Members of
Albion Technology & General VCT PLC
continued
263047 Albion T&G VCT pp52-pp57.qxp 13/04/2022 14:17 Page 56
We focused on laws and regulations that could give rise to a material misstatement in the Company financial statements. Our tests
included:
• Obtaining an understanding of the control environment in monitoring compliance with laws and regulations;
• agreement of the financial statement disclosures to underlying supporting documentation;
• enquiries of management of any known, reported or indications of non-compliance with laws and regulations including fraud
occurring within the Company and its operations; and
• review of minutes of board meetings throughout the period for any indications of non-compliance with laws and regulation and
instances of fraud.
Our audit work focussed on the valuation of unquoted investments, where the risk of material misstatement due to fraud is the greatest
as described in the Key Audit Matters section above. We also:
• Obtained independent evidence to support the ownership of investments
• Recalculated investment management fees in total; and
• Obtained independent confirmation of bank balances.
We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was
evidence of bias by management that represented a risk of material misstatement due to fraud.
The engagement team was deemed to collectively have the appropriate competence and capabilities to identify or recognise non-
compliance with laws and regulations. We communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout
the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk
of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the
audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities
. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have
formed.
Peter Smith (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
13 April 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Albion Technology & General VCT PLC
57
Independent Auditor’s report to the Members of
Albion Technology & General VCT PLC
continued
263047 Albion T&G VCT pp52-pp57.qxp 13/04/2022 14:17 Page 57
Albion Technology & General VCT PLC
58
Income statement
Year ended 31 December 2021 Year ended 31 December 2020
Revenue Capital Total Revenue Capital To t a l
Note £’000 £’000 £’000 £’000 £’000 £’000
Gains on investments 3 – 21,527 21,527 – 1,453 1,453
Investment income 4 1,077 – 1,077 604 – 604
Investment management fee* 5 (235) (2,115) (2,350) (505) (1,516) (2,021)
Other expenses 6 (366) – (366) (347) – (347)
Profit/(loss) on ordinary activities
before tax 476 19,412 19,888 (248) (63) (311)
Tax charge on ordinary activities 8 – – – – – –
Profit/(loss) and total comprehensive
income attributable to shareholders 476 19,412 19,888 (248) (63) (311)
Basic and diluted profit/(loss)
per share (pence)** 10 0.37 14.93 15.30 (0.22) (0.06) (0.28)
* For more information on the allocation of the split between revenue and capital please see the accounting policies on page 63.
** Adjusted for treasury shares.
The accompanying notes on pages 62 to 75 form an integral part of these Financial Statements.
The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and
capital columns have been prepared in accordance with The Association of Investment Companies’ Statement of Recommended
Practice.
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Albion Technology & General VCT PLC
59
31 December 2021 31 December 2020
Note £’000 £’000
Fixed asset investments 11 90,535 65,152
Current assets
Trade and other receivables 13 2,878 2,038
Cash and cash equivalents 14,361 11,451
17,239 13,489
Total assets 107,774 78,641
Payables: amounts falling due within one year
Trade and other payables 14 (780) (613)
Total assets less current liabilities 106,994 78,028
Equity attributable to equity holders
Called-up share capital 15 1,536 1,307
Share premium 52,687 37,036
Capital redemption reserve 48 48
Unrealised capital reserve 33,469 13,595
Realised capital reserve 18,259 23,617
Other distributable reserve 995 2,425
Total equity shareholders’ funds 106,994 78,028
Basic and diluted net asset value per share (pence)* 16 80.65 69.35
* Excluding treasury shares.
The accompanying notes on pages 62 to 75 form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors, and were authorised for issue on 13 April 2022 and were signed
on its behalf by
Robin Archibald
Chairman
Company number: 04114310
Balance sheet
263047 Albion T&G VCT pp58-pp61.qxp 13/04/2022 14:20 Page 59
Called-up Capital Unrealised Realised Other
share Share redemption capital capital distributable
capital premium reserve reserve reserve* reserve* Tota l
£’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 January 2021 1,307 37,036 48 13,595 23,617 2,425 78,028
Return/(loss) and total comprehensive
income for the year – – – 20,761 (1,349) 476 19,888
Transfer of previously unrealised
gains on disposal of investments – – – (887) 887 – –
Purchase of shares for treasury – – – – – (1,906) (1,906)
Issue of equity 229 16,056 – – – – 16,285
Cost of issue of equity – (405) – – – – (405)
Dividends paid – – – – (4,896) – (4,896)
As at 31 December 2021 1,536 52,687 48 33,469 18,259 995 106,994
As at 1 January 2020 1,296 34,949 28 13,708 23,567 18,474 92,022
Return/(loss) and total comprehensive
income for the year – – – 1,233 (1,296) (248) (311)
Transfer of previously unrealised
gains on disposal of investments – – – (1,346) 1,346 – –
Purchase of shares for cancellation (20) – 20 – – (1,473) (1,473)
Issue of equity 31 2,138 – – – – 2,169
Cost of issue of equity – (51) – – – – (51)
Dividends paid – – – – – (14,328) (14,328)
As at 31 December 2020 1,307 37,036 48 13,595 23,617 2,425 78,028
* Included within these reserves are amounts of £17,035,000 (2020: £26,042,000) which are considered distributable.
Albion Technology & General VCT PLC
60
Statement of changes in equity
263047 Albion T&G VCT pp58-pp61.qxp 13/04/2022 14:20 Page 60
Year ended Year ended
31 December 2021 31 December 2020
£’000 £’000
Cash flow from operating activities
Loan stock income received 674 511
Dividend income received 15 108
Deposit interest received 1 58
Investment management fee paid (2,166) (2,062)
Other cash payments (373) (344)
Corporation tax paid – –
Net cash flow from operating activities (1,849) (1,729)
Cash flow from investing activities
Purchase of current asset investments – (4)
Purchase of fixed asset investments (8,229) (9,158)
Disposal of current asset investments – 1,616
Disposal of fixed asset investments 3,910 1,936
Net cash flow from investing activities (4,319) (5,610)
Cash flow from financing activities
Issue of share capital 15,120 –
Cost of issue of equity (37) (47)
Dividends paid* (4,099) (12,158)
Purchase of own shares (including costs) (1,906) (1,473)
Net cash flow from financing activities 9,078 (13,678)
Increase/(decrease) in cash and cash equivalents 2,910 (21,017)
Cash and cash equivalents at start of period 11,451 32,468
Cash and cash equivalents at end of period 14,361 11,451
* The dividends paid shown in the cash flow are different to the dividends disclosed in note 9 as a result of the non-cash effect of the Dividend ReinvestmentScheme.
Albion Technology & General VCT PLC
61
Statement of cash flows
263047 Albion T&G VCT pp58-pp61.qxp 13/04/2022 14:20 Page 61
Notes to the Financial Statements
Albion Technology & General VCT PLC
62
1. Basis of preparation
The Financial Statements have been prepared in accordance with
applicable United Kingdom law and accounting standards,
including Financial Reporting Standard 102 (“FRS 102”), and with
the Statement of Recommended Practice “Financial Statements of
Investment Trust Companies and Venture Capital Trusts” (“SORP”)
issued by The Association of Investment Companies (“AIC”). The
Financial Statements have been prepared on a going concern basis
and further details can be found in the Directors’ report on page 36.
The preparation of the Financial Statements requires
management to make judgements and estimates that affect the
application of policies and reported amounts of assets, liabilities,
income and expenses. The most critical estimates and
judgements relate to the determination of carrying value of
investments at fair value through profit and loss (“FVTPL”) in
accordance with FRS 102 sections 11 and 12. The Company
values investments by following the International Private Equity
and Venture Capital Valuation (“IPEV”) Guidelines as updated in
2018 and further detail on the valuation techniques used are
outlined in note 2 below.
Company information can be found on page 2.
2. Accounting policies
Fixed and current asset investments
The Company’s business is investing in financial assets with a
view to profiting from their total return in the form of income and
capital growth. This portfolio of financial assets is managed, and
its performance evaluated on a fair value basis, in accordance
with a documented investment policy, and information about
the portfolio is provided internally on that basis to the Board.
In accordance with the requirements of FRS 102, those
undertakings in which the Company holds more than 20 per cent.
of the equity as part of an investment portfolio are not accounted
for using the equity method. In these circumstances the investment
is measured at Fair Value Through Profit and Loss (“FVTPL”).
Upon initial recognition (using trade date accounting)
investments, including loan stock, are classified by the Company
as FVTPL and are included at their initial fair value, which is cost
(excluding expenses incidental to the acquisition which are
written off to the Income statement).
Subsequently, the investments are valued at ‘fair value’, which is
measured as follows:
• Investments listed on recognised exchanges are valued at
their bid prices at the end of the accounting period or
otherwise at fair value based on published price quotations.
• Unquoted investments, where there is no active market, are
valued using an appropriate valuation technique in
accordance with the IPEV Guidelines. Indicators of fair value
are derived using established methodologies including
earnings multiples, revenue multiples, the level of third party
offers received, cost or prices of recent investment rounds,
net assets and industry valuation benchmarks. Where the
price of recent investment is used as a starting point for
estimating fair value at subsequent measurement dates,
this has been benchmarked using an appropriate valuation
technique permitted by the IPEV guidelines.
• In situations where the cost or price of recent investment
is used, consideration is given to the circumstances of the
portfolio company since that date in determining fair
value. This includes consideration of whether there is any
evidence of deterioration or strong definable evidence of
an increase in value. In the absence of these indicators, the
investment in question is valued at the amount reported at
the previous reporting date. Examples of events or changes
that could indicate a diminution include:
• the performance and/or prospects of the underlying
business are significantly below the expectations on
which the investment was based; or
• a significant adverse change either in the portfolio
company’s business or in the technological, market,
economic, legal or regulatory environment in which
the business operates; or
• market conditions have deteriorated, which may be
indicated by a fall in the share prices of quoted
businesses operating in the same or related sectors.
Investments are recognised as financial assets on legal
completion of the investment contract and are de-recognised on
legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value
movement of an investment but is recognised separately as
investment income through the other distributable reserve when
a share becomes ex-dividend.
Current assets and payables
Receivables (including debtors due after more than one year),
payables and cash are carried at amortised cost, in accordance
with FRS 102. Debtors due after more than one year meet the
definition of a financing transaction and are held at amortised
cost, and interest will be recognised through capital over the
credit period using the effective interest method. There are no
financial liabilities other than payables.
Investment income
Equity income
Dividend income is included in revenue when the investment is
quoted ex-dividend.
Unquoted loan stock and other preferred income
Fixed returns on non-equity shares and debt securities are
recognised when the Company’s right to receive payment and
expected settlement is established. Where interest is rolled up
and/or payable at redemption then it is recognised as income
unless there is reasonable doubt as to its receipt.
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Albion Technology & General VCT PLC
63
Notes to the Financial Statements continued
Bank interest income
Interest income is recognised on an accruals basis using the rate
of interest agreed with the bank.
Investment management fee, performance incentive fee
and expenses
All expenses have been accounted for on an accruals basis.
Expenses are charged through the other distributable reserve
except the following which are charged through the realised
capital reserve:
• 90per cent. of management fees and 100per cent. of
performance incentive fees, if any, are allocated to the
realised capital reserve. This changed from 75per cent. for
both management fees and performance incentive fees in
the year ended 31 December 2020, to better align with the
Board’s expectation that over the long term the majority of
the Company’s investment returns will be in the form
ofcapital gains. This is a change in accounting estimate and
does not require prior year adjustment.
• expenses which are incidental to the purchase or disposal of an
investment are charged through the realised capital reserve.
Taxation
Taxation is applied on a current basis in accordance with FRS102.
Current tax is tax payable (refundable) in respect of the taxable
profit (tax loss) for the current period or past reporting periods using
the tax rates and laws that have been enacted or substantively
enacted at the financial reporting date. Taxation associated with
capital expenses is applied in accordance with the SORP.
Deferred tax is provided in full on all timing differences at the
reporting date. Timing differences are differences between taxable
profits and total comprehensive income as stated in the Financial
Statements that arise from the inclusion of income and expenses
in tax assessments in periods different from those in which they are
recognised in the Financial Statements. As a VCT the Company
has an exemption from tax on capital gains. The Company intends
to continue meeting the conditions required to obtain approval as
a VCT for the foreseeable future. The Company, therefore, should
have no material deferred tax timing differences arising in respect
of the revaluation or disposal of investments and the Company
has not provided for any deferredtax.
Share capital and reserves
Called-up share capital
This accounts for the nominal value of the shares.
Share premium
This accounts for the difference between the price paid for the
Company’s shares and the nominal value of those shares, less
issue costs.
Capital redemption reserve
This reserve accounts for amounts by which the issued share
capital is diminished through the repurchase and cancellation of
the Company’s own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at
the year end against cost are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
• gains and losses compared to cost on the realisation of
investments, or permanent diminutions in value (including
gains recognised on the realisation of investment
s where
consideration is deferred that are not distributable as a
matter of law);
• finance income in respect of the unwinding of the discount
on deferred consideration that is not distributable as a
matter of law;
• expenses, together with the related taxation effect,
charged in accordance with the above policies; and
• dividends paid to equity holders where paid out by capital.
Other distributable reserve
The special reserve, treasury share reserve and the revenue
reserve were combined in 2012 to form a single reserve named
“other distributable reserve”.
This reserve accounts for movements from the revenue column
of the Income statement, the payment of dividends, the buy-
back of shares and other non-capital realised movements.
Going concern
The Board has assessed the Company's operation as a going
concern. The Company has sufficient cash and liquid resources,
its portfolio of investments is well diversified in terms of sector,
and the major cash outflows of the Company (namely
investments, buy-backs and dividends) are within the Company's
control. Cash flow forecasts are discussed quarterly at Board level
with regards to going concern. The cash flow forecasts have been
updated and stress tested. Accordingly, after making diligent
enquiries, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational
existence over a period of at least twelve months from the date
of approval of the Financial Statements. For this reason, the
Directors have adopted the going concern basis in preparing the
accounts. The Directors do not consider there to be any material
uncertainty over going concern.
Dividends
Dividends by the Company are accounted for in the period in
which the liability to make the payment has been established or
approved at the Annual General Meeting.
Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single operating segment of business, being investment in
smaller early stage companies principally based in the UK.
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Albion Technology & General VCT PLC
64
Notes to the Financial Statements continued
3. Gains/(losses) on investments
Year ended Year ended
31 December 2021 31 December 2020
£’000 £’000
Unrealised gains on fixed asset investments 20,761 1,233
Realised gains on fixed asset investments 448 801
Unwinding of discount on deferred consideration 318 –
Realised losses on current asset investments – (581)
21,527 1,453
4. Investment income
Year ended Year ended
31 December 2021 31 December 2020
£’000 £’000
Loan stock interest 1,060 510
Dividend income 15 39
Bank deposit interest 2 55
1,077 604
5. Investment management fees
Year ended Year ended
31 December 2021 31 December 2020
£’000 £’000
Investment management fee charged to revenue 235 505
Investment management fee charged to capital 2,115 1,516
2,350 2,021
Further details of the Management Agreement under which the investment management fee is paid are given in the Strategic report
on page 14.
During the year, services of a total value of £2,350,000 (2020: £2,021,000) were purchased by the Company from Albion Capital Group
LLP in respect of management fees. At the financial year end, the amount due to Albion Capital Group LLP in respect of these services
disclosed as accruals was £660,000 (2020: £477,000). The total annual running costs of the Company are capped at an amount equal
to 2.75 per cent. of the Company’s net assets, with any excess being met by Albion Capital Group LLP by way of a reduction in
management fees. During the year, the management fee was reduced by £231,000 as a result of this cap (2020: £78,000).
During the year, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve’s services as a Director (2020: nil).
Albion Capital Group LLP, its partners and staff (including Patrick Reeve) held 1,215,644 Ordinary shares in the Company as at
31December 2021. After the year end, Albion Capital Group LLP, its partners and staff subscribed for new shares under the Albion VCTs
Prospectus Top Up Offers 2021/22 and were issued with 193,878 shares as part of the allotments.
Albion Capital Group LLP is, from time-to-time, eligible to receive arrangement fees and monitoring fees from portfolio companies.
During the year ended 31 December 2021, fees of £207,000 attributable to the investments of the Company were received by Albion
Capital Group LLP pursuant to these arrangements (2020: £237,000).
The Company has entered into an offer agreement relating to the Top Up Offers 2021/22 with the Company's Manager, Albion Capital
Group LLP (“Albion”), pursuant to which Albion will receive a fee of 2.5 per cent. of the gross proceeds of the Offer and out of which
Albion will pay the costs of the Offer, as detailed in the Prospectus.
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Albion Technology & General VCT PLC
65
6. Other expenses
Year ended Year ended
31 December 2021 31 December 2020
£’000 £’000
Directors’ fees (including NIC) 111 119
Auditor’s remuneration for statutory audit services (excluding VAT) 38 34
Tax services 18 19
Other administrative expenses 199 175
366 347
7. Directors’ fees
The amounts paid to and on behalf of the Directors during the year are as follows:
Year ended Year ended
31 December 2021 31 December 2020
£’000 £’000
Directors’ fees 103 110
National insurance 8 9
111 119
The Company’s key management personnel are the non-executive Directors. Further information regarding Directors’ remuneration
can be found in the Directors’ remuneration report on pages 49 to 51.
8. Tax on ordinary activities
Year ended Year ended
31 December 2021 31 December 2020
£’000 £’000
UK corporation tax charge – –
Year ended Year ended
31 December 2021 31 December 2020
Factors affecting the tax charge: £’000 £’000
Return/(loss) on ordinary activities before taxation 19,888 (311)
Tax charge on profit/(loss) at the average companies rate of 19
per cent. (2020: 19per cent.) 3,779 (59)
Factors affecting the charge:
Non-taxable gains (4,090) (276)
Income not taxable (3) (7)
Excess management expenses carried forward 314 342
– –
The tax charge for the year shown in the Income statement is lower than the average companies rate of corporation tax in the UK of
19 per cent. (2020: 19 per cent.). The differences are explained above.
Notes
(i) Venture Capital Trusts are not subject to corporation tax on capital gains.
(ii) Tax relief on expenses charged to capital has been determined by allocating tax relief to expenses by reference to the applicable corporation tax rate and allocating the
relief between revenue and capital in accordance with the SORP.
(iii) The Company has excess management expenses of £7,063,000 (2020: £5,407,000) that are available for offset against future profits. A deferred tax asset of £1,766,000
(2020: £1,027,000) has not been recognised in respect of these losses as they will be recoverable only to the extent that the Company has sufficient future taxable profits.
Notes to the Financial Statements continued
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9. Dividends
Year ended Year ended
31 December 2021 31 December 2020
£’000 £’000
Special dividend of 9.00p per share paid on 30 October 2020 – 9,942
First interim dividend of 1.73p per share paid on 30 June 2021 (30 June 2020: 2.00p per share) 2,306 2,201
Second interim dividend of 1.95p per share paid on 31 December 2021
(31 December 2020: 1.95p per share) 2,590 2,185
4,896 14,328
In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31 December 2022 of
2.02pence per share. The dividend will be paid on 30 June 2022 to shareholders on the register on 6 June 2022. The total dividend
will be approximately £3,266,000.
10. Basic and diluted return/(loss) per share
Year ended 31 December 2021 Year ended 31 December 2020
Revenue Capital To tal Revenue Capital To ta l
Profit/(loss) attributable to equity shares (£’000) 476 19,412 19,888 (248) (63) (311)
Weighted average shares in issue
(adjusted for treasury shares) 130,014,383 110,981,864
Return/(loss) attributable per equity share (pence) 0.37 14.93 15.30 (0.22) (0.06) (0.28)
The weighted average number of shares is calculated after adjusting for treasury shares of 20,904,204 (2020: 18,196,470).
There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution affecting the
return/(loss) per share. The basic return/(loss) per share is therefore the same as the diluted return/(loss) per share.
11. Fixed asset investments
31 December 2021 31 December 2020
Investments held at fair value through profit or loss £’000 £’000
Unquoted equity and preference shares 70,209 45,891
Quoted equity 936 –
Unquoted loan stock 19,390 19,261
90,535 65,152
31 December 2021 31 December 2020
£’000 £’000
Opening valuation 65,152 57,468
Purchases at cost 7,681 10,375
Disposal proceeds (3,893) (4,724)
Realised gains 448 801
Movement in loan stock accrued income 386 (1)
Unrealised gains 20,761 1,233
Closing valuation 90,535 65,152
Albion Technology & General VCT PLC
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Notes to the Financial Statements continued
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11. Fixed asset investments (continued)
31 December 2021 31 December 2020
£’000 £’000
Movement in loan stock accrued income
Opening accumulated loan stock accrued income 87 88
Movement in loan stock accrued income 386 (1)
Closing accumulated loan stock accrued income 473 87
Movement in unrealised gains
Opening accumulated unrealised gains 13,547 13,727
Transfer of previously unrealised gains to realised reserve on disposal of investments (887) (1,413)
Movement in unrealised gains 20,761 1,233
Closing accumulated unrealised gains 33,421 13,547
Historic cost basis
Opening book cost 51,518 43,653
Purchases at cost 7,681 10,375
Sales at cost (2,558) (2,510)
Closing book cost 56,641 51,518
Purchases and disposals detailed above do not agree to the Statement of cash flows due to restructuring of investments, conversion
of convertible loan stock and settlement of receivables and payables.
Fixed asset investments are valued at fair value in accordance with the IPEV guidelines as follows:
31 December 2021 31 December 2020
Valuation methodology £’000 £’000
Cost and price of recent investment (reviewed for impairment or uplift) 41,065 30,244
Revenue multiple 20,019 12,507
Third party valuation – discounted cash flow 9,987 10,937
Discounted offer price 9,137 678
Third party valuation – earnings multiple 7,017 5,955
Net assets 1,797 2,869
Bid price 936 –
Earnings multiple 577 1,962
90,535 65,152
When using the cost or price of a recent investment in the valuations, the Company looks to re-calibrate this price at each valuation
point by reviewing progress within the investment, comparing against the initial investment thesis, assessing if there are any
significant events or milestones that would indicate the value of the investment has changed and considering whether a market-based
methodology (i.e. using multiples from comparable public companies) or a discounted cashflow forecast would be more appropriate.
The main inputs into the calibration exercise, and for the valuation models using multiples, are revenue, EBITDA and P/E multiples
(based on the most recent revenue, EBITDA or earnings achieved and equivalent corresponding revenue, EBITDA or earnings multiples
of comparable companies), quality of earnings assessments and comparability difference adjustments. Revenue multiples are often
used, rather than EBITDA or earnings, due to the nature of the Company’s investments, being in growth and technology companies
which are not normally expected to achieve profitability or scale for a number of years. Where an investment has achieved scale and
profitability the Company would normally then expect to switch to using an EBITDA or earnings multiple methodology.
Albion Technology & General VCT PLC
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Notes to the Financial Statements continued
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Albion Technology & General VCT PLC
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11. Fixed asset investments (continued)
In the calibration exercise and in determining the valuation for the Company’s equity instruments, comparable trading multiples are
used. In accordance with the Company’s policy, appropriate comparable companies based on industry, size, developmental stage,
revenue generation and strategy are determined and a trading multiple for each comparable company identified is then calculated.
The multiple is calculated by dividing the enterprise value of the comparable group by its revenue, EBITDA or earnings. The trading
multiple is then adjusted for considerations such as illiquidity, marketability and other differences, advantages and disadvantages
between the portfolio company and the comparable public companies based on company specific facts and circumstances.
Fair value investments had the following re-classifications between valuation methodologies:
Valuation at
31 December 2021
Change in valuation methodology (2020 to 2021) £’000 Explanatory note
Cost and price of recent investment (reviewed for impairment or uplift) 6,667 Third party offers received
to discounted offer price
Cost and price of recent investment (reviewed for impairment or uplift) 4,403 More appropriate valuation methodology
to revenue multiple
Revenue multiple to discounted offer price 2,018 Third party offer received
Net assets to bid price 936 Company listed on AIM in period
The valuation will be the most appropriate valuation methodology for an investment within its market, with regard to the financial
health of the investment and the IPEV Guidelines. The Directors believe that, within these parameters, there are no other more relevant
methods of valuation which would be reasonable as at 31 December 2021.
FRS 102 and the SORP requires the Company to disclose the inputs to the valuation methods applied to its investments measured at
FVTPL in a fair value hierarchy. The table below sets out fair value hierarchy definitions using FRS102 s.11.27.
Fair value hierarchy Definition
Level 1 Unadjusted quoted prices in an active market
Level 2 Inputs to valuations are from observable sources and are directly or indirectly derived from prices
Level 3 Inputs to valuations not based on observable market data
Quoted investments are valued according to Level 1 valuation methods. Unquoted equity, preference shares and loan stock are all
valued according to Level 3 valuation methods.
Investments held at fair value through profit or loss (Level 3) had the following movements:
31 December 2021 31 December 2020
£’000 £’000
Opening balance 65,152 57,333
Purchases at cost 7,681 10,510
Disposals proceeds (3,893) (4,724)
Movement in loan stock accrued income 386 (1)
Realised gains 448 801
Unrealised gains 20,129 1,233
Transfer to level 1 (304) –
Closing balance 89,599 65,152
Notes to the Financial Statements continued
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11. Fixed asset investments (continued)
The Directors are required to consider the impact of changing one or more of the inputs used as part of the valuation process to
reasonable possible alternative assumptions. 71 per cent. of the portfolio of investments, consisting of equity and loan stock, is based
on recent investment price, discounted offer price, net assets and cost, and as such the Board believes that changes to reasonable
possible alternative input assumptions (by adjusting the earnings and revenue multiples) for the valuation of the remainder of the
portfolio could lead to a significant change in the fair value of the portfolio. Therefore, for the remainder of the portfolio, the Board
has adjusted the inputs for a number of the largest portfolio companies (by value) resulting in a total coverage of 81 per cent. of the
portfolio of investments. The main inputs considered for each type of valuation are as follows:
Change in fair value
Portfolio company Change of investments Change in NAV
Valuation technique sector Input Base Case* in input (£’000) (pence per share)
Revenue multiple Software and other Revenue multiple 7.0x +0.7x 239 0.18
technology -0.7x (239) (0.18)
Revenue multiple Software and other Revenue multiple 6.0x +0.6x 302 0.23
technology -0.6x (302) (0.23)
Third party valuation – Renewable energy Discount rate 5.5% +0.25% (240) (0.18)
discounted cash flow -0.25% 264 0.20
Third party valuation – Other Earnings multiple 22.5x +2.25x 400 0.30
earnings multiple (including education) -2.25x (400) (0.30)
* As detailed in the accounting policies on page 62, the base case is based on market comparables, discounted where appropriate for marketability, in
accordance with the IPEV guidelines.
The impact of these changes could result in an overall increase in the valuation of the equity investments by £1,205,000 (1.7per cent.)
or a decrease in the valuation of equity investments by £1,181,000 (1.7per cent.).
12. Significant interests
The principal activity of the Company is to select and hold a portfolio of investments. Although the Company, through the Manager,
will, in some cases, be represented on the Board of the portfolio company, it will not take a controlling interest or become involved in
the management. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio
representing a participating interest without there being any partnership, joint venture or management consortium agreement. The
investments listed below are held as part of an investment portfolio and therefore, as permitted by FRS 102 section 14.4B, they are
measured at FVTPL and not accounted for using the equity method.
The Company has interests of greater than 20 per cent. of the nominal value of any class of the allotted shares in the portfolio
companies as at 31 December 2021 as described below:
Net
Profit/(loss) (liabilities) Result % class % total
Registered before tax /assets for year and voting
Company postcode £’000 £’000 ended share type rights
MHS 1 Limited EC1M 5QL, UK (1,017) (9,982) 31 August 2021 22.5% Ordinary 22.5%
memsstar Limited EH3 9EP, UK 1,090 3,534 31 December 2020 67.3% A Ordinary 30.1%
Premier Leisure (Suffolk) Limited EC1M 5QL, UK n/a* (1,506) 31 August 2020 25.8% Ordinary 25.8%
The Q Garden Company Limited EC1M 5QL, UK n/a* (4,595) 31 August 2020 33.4% A Ordinary 33.4%
*The company files filleted accounts which does not disclose this information.
Albion Technology & General VCT PLC
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Notes to the Financial Statements continued
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13. Current assets
31 December 2021 31 December 2020
Trade and other receivables £’000 £’000
Prepayments and accrued income 25 25
Other receivables 546 1
Deferred consideration under one year 88 111
Deferred consideration over one year 2,219 1,901
2,878 2,038
The deferred consideration over one year relates to the sale of G.Network Communications Limited in December 2020. These proceeds
are receivable in January 2024, and have been discounted to present value at the prevailing market rate, including a provision for
counterparty risk. This constitutes a financing transaction and has been accounted for using the policy disclosed in note 2.
The Directors consider that the carrying amount of receivables is not materially different to their fair value.
14. Payables: amounts falling due within one year
31 December 2021 31 December 2020
£’000 £’000
Trade payables 7 33
Accruals and deferred income 773 580
780 613
The Directors consider that the carrying amount of payables is not materially different to their fair value.
15. Called-up share capital
Allotted, called-up and fully paid £’000
130,710,891 Ordinary shares of 1 penny each at 31 December 2020 1,307
22,852,406 Ordinary shares of 1 penny each issued during the year 229
153,563,297 Ordinary shares of 1 penny each at 31 December 2021 1,536
18,196,470 Ordinary shares of 1 penny each held in treasury at 31 December 2020 (182)
2,707,734 Ordinary shares of 1 penny each purchased for treasury during the year (27)
20,904,204 Ordinary shares of 1 penny each held in treasury at 31 December 2021 (209)
Voting rights of 132,659,093 Ordinary shares of 1 penny each at 31 December 2021 1,327
The Company purchased 2,707,734 Ordinary shares to be held in treasury (2020: 2,031,283 to be cancelled) at a cost of £1,906,000
including stamp duty (2020: £1,473,000) during the year ended 31 December 2021. Total share buy backs in 2021 represents 1.8 per
cent. (2020: 1.6 per cent.) of called-up share capital.
The Company holds a total of 20,904,204 shares (2020: 18,196,470) in treasury representing 13.6 per cent. (2020: 13.9 per cent.) of
the issued Ordinary share capital at 31 December 2021.
Albion Technology & General VCT PLC
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Notes to the Financial Statements continued
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Albion Technology & General VCT PLC
71
15. Called-up share capital (continued)
Under the terms of the Dividend Reinvestment Scheme, the following new Ordinary shares of nominal value 1 penny each were
allotted during the year:
Aggregate Opening
nominal market price
value Issue price Net on allotment
Number of of shares (pence invested date (pence
Date of allotment shares allotted (£’000) per share) (£’000) per share)
30 June 2021 512,667 5 73.62 360 70.00
31 December 2021 528,039 5 79.21 400 76.00
–––––––––– ––––––––––
1,040,706 760
–––––––––– ––––––––––
Under the terms of the Albion VCTs Prospectus Top Up Offers 2020/21, the following new Ordinary shares, of nominal value 1 penny
each, were allotted during the year:
Aggregate Opening
nominal Net market price
value Issue price consideration on allotment
Number of of shares (pence received date (pence
Date of allotment shares allotted (£’000) per share) (£’000) per share)
26 February 2021 2,059,020 21 70.30 1,426 66.00
26 February 2021 520,699 5 70.70 361 66.00
26 February 2021 18,541,660 185 71.10 12,854 66.00
9 April 2021 175,959 2 70.50 122 66.00
9 April 2021 16,384 – 70.80 11 66.00
9 April 2021 497,978 5 71.20 346 66.00
–––––––––– ––––––––––
21,811,700 15,120
–––––––––– ––––––––––
16. Basic and diluted net asset value per share
31 December 2021 31 December 2020
(pence per share) (pence per share)
Basic and diluted net asset value per share 80.65 69.35
The basic and diluted net asset value per share at the year end is calculated in accordance with the Articles of Association and is based
upon total shares in issue (less treasury shares) of 132,659,093 at 31 December 2021 (2020: 112,514,421).
17. Capital and financial instruments risk management
The Company’s capital comprises Ordinary shares as described in note 15. The Company is permitted to buy back its own shares for
cancellation or treasury purposes, and this is described in more detail on page 8 of the Chairman’s statement.
The Company’s financial instruments comprise equity and loan stock investments in quoted and unquoted companies, cash balances,
receivables and payables which arise from its operations. The main purpose of these financial instruments is to generate cash flow and
revenue and capital appreciation for the Company’s operations. The Company has no gearing or other financial liabilities apart from
short term payables. The Company does not use any derivatives for the management of its Balance sheet.
The principal financial risks arising from the Company’s operations are:
• investment (or market) risk (which comprises investment price and cash flow interest rate risk);
• credit risk; and
• liquidity risk.
Notes to the Financial Statements continued
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17. Capital and financial instruments risk management (continued)
The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the
risks that the Company has faced during the past year, and apart from where noted below, there have been no changes in the
objectives, policies or processes for managing risks during the past year. The key risks are summarised below.
Investment risk
As a Venture Capital Trust, it is the Company’s specific nature to evaluate and control the investment risk of its portfolio in quoted and
unquoted investments, details of which are shown on pages 28 to 30. Investment risk is the exposure of the Company to the
revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the
portfolio company and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio
companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables
the close identification, monitoring and management of investment risk.
The Manager and the Board formally review investment risk (which includes market price risk), both at the time of initial investment
and at quarterly Board meetings.
The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised, and that
valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in
the market for sales of quoted and unquoted investments.
The maximum investment risk as at the Balance sheet date is the value of the fixed asset investment portfolio which is £90,535,000
(2020: £65,152,000). Fixed asset investments form 85 per cent. of the net asset value as at 31 December 2021 (2020: 83 per cent.).
More details regarding the classification of fixed asset investments are shown in note 11.
Investment price risk
Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment
instrument or to a market in similar instruments. As a Venture Capital Trust, the Company invests in accordance with the investment
policy set out on page 3. The management of risk within the venture capital portfolio is addressed through careful investment
selection, by diversification across different industry segments, by maintaining a wide spread of holdings in terms of financing stage
and by limitation of the size of individual holdings. The Directors monitor the Manager’s compliance with the investment policy, review
and agree policies for managing this risk and monitor the overall level of risk on the investment portfolio on a regular basis.
Valuations are based on the most appropriate valuation methodology for an investment within its market, with regard to the financial
health of the investment and the IPEV Guidelines. Details of the industries in which investments have been made are contained in the
Portfolio of investments section on pages 28 to 30 and in the Strategic report.
As required under FRS 102 the Board is required to illustrate by way of a sensitivity analysis the extent to which the assets are exposed
to market risk. The Board considers that the value of the fixed asset investment portfolio is sensitive to a change of 10per cent. based
on the current economic climate. The impact of a 10per cent. change has been selected as this is considered reasonable given the
current level of volatility observed. When considering the appropriate level of sensitivity to be applied, the Board has considered both
historic performance and future expectations.
The sensitivity of a 10per cent. increase or decrease in the valuation of the fixed asset investment portfolio (keeping all other variables
constant) would increase or decrease the net asset value and return for the year by £9,054,000. Further sensitivity analysis on fixed
asset investments is included in note 11.
Interest rate risk
The Company is exposed to fixed and floating rate interest rate risk on its financial assets. On the basis of the Company’s analysis,
it was estimated that a rise of 1% in all interest rates would have increased the profit before tax for the year by approximately
£129,000 (2020: £232,000). Furthermore, it was considered that a fall of interest rates below current levels during the year would have
been very unlikely.
Albion Technology & General VCT PLC
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Notes to the Financial Statements continued
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17. Capital and financial instruments risk management (continued)
The weighted average effective interest rate applied to the Company’s unquoted loan stock during the year was approximately
7.1percent. (2020: 3.2 per cent.). The weighted average period to maturity for the unquoted loan stock is approximately 3.4 years
(2020: 3.9 years).
The Company’s financial assets and liabilities, all denominated in pounds sterling, consist of the following:
31 December 2021 31 December 2020
Non- Non-
Fixed Floating interest Floating interest
rate rate bearing Total Fixed rate rate bearing To t a l
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Unquoted equity – – 70,209 70,209 – – 45,891 45,891
Quoted equity – – 936 936 – – – –
Unquoted loan stock 18,700 – 690 19,390 18,297 – 964 19,261
Receivables* - – – 2,853 2,853 – – 2,013 2,013
Current liabilities – – (780) (780) – – (613) (613)
Cash – 14,361 – 14,361 – 11,451 – 11,451
Total 18,700 14,361 73,908 106,969 18,297 11,451 48,255 78,003
*The receivables do not reconcile to the Balance sheet as prepayments are not included in the above table.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has
entered into with the Company. The Company is exposed to credit risk through its receivables, investment in unquoted loan stock, and
through the holding of cash on deposit with banks.
The Manager evaluates credit risk on loan stock prior to investment, and as part of its ongoing monitoring of investments. In doing
this, it takes into account the extent and quality of any security held. For loan stock investments made prior to 6 April 2018, which
account for 58.6 per cent. of loan stock value, typically loan stock instruments will have a fixed or floating charge, which may or may
not be subordinated, over the assets of the portfolio company in order to mitigate the gross credit risk.
The Manager receives management accounts from portfolio companies, and members of the investment management team sit on
the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment specific
credit risk.
The Manager and the Board formally review credit risk (including receivables) and other risks, both at the time of initial investment
and at quarterly Board meetings.
The Company’s total gross credit risk as at 31 December 2021 was limited to £19,390,000 (2020: £19,261,000) of unquoted loan
stock instruments, £14,361,000 (2020: £11,451,000) cash deposits with banks and £2,878,000 (2020: £2,038,000) of other
receivables.
At the Balance sheet date, the cash and cash equivalents held by the Company were held with Lloyds Bank plc, Scottish Widows Bank
plc (part of Lloyds Banking Group), Barclays Bank plc, Société Générale S.A. and National Westminster Bank plc. Credit risk on cash
transactions was mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, with high
credit ratings assigned by international credit-rating agencies.
The Company has an informal policy of limiting counterparty banking and floating rate note exposure to a maximum of 20 per cent.
of net asset value for any one counterparty.
The credit profile of unquoted loan stock is described under liquidity risk below.
Albion Technology & General VCT PLC
73
Notes to the Financial Statements continued
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17. Capital and financial instruments risk management (continued)
Liquidity risk
Liquid assets are held as cash on current account, on deposit, in bonds or short term money market account. Under the terms of its
Articles, the Company has the ability to borrow up to 10 per cent. of its adjusted capital and reserves of the latest published audited
Balance sheet, which amounts to £10,373,000 as at 31 December 2021 (2020: £7,572,000).
The Company has no committed borrowing facilities as at 31 December 2021 (2020: £nil). The Company had cash balances of
£14,361,000 (2020: £11,451,000). The main cash outflows are for new investments, share buy-backs and dividend payments, which
are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and
the Board on a quarterly basis as part of its review of management accounts and forecasts. All the Company’s financial liabilities are
short term in nature and total £780,000 as at 31 December 2021 (2020: £613,000).
The carrying value of loan stock investments analysed by expected maturity dates is as follows:
31 December 2021 31 December 2020
Fully Valued Fully Valued
performing below cost Past due To tal performing below cost Past due To t a l
Redemption date £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Less than one year 4,436 2,746 620 7,802 2,266 2,341 1,673 6,280
1-2 years 195 1 – 196 2,036 26 79 2,141
2-3 years 3,571 6 64 3,641 195 92 – 287
3-5 years 4,525 – – 4,525 7,012 – 65 7,077
5+ years 2,871 – 355 3,226 3,097 – 379 3,476
Tota l 15,598 2,753 1,039 19,390 14,606 2,459 2,196 19,261
Loan stock can be past due as a result of interest or capital not being paid in accordance with contractual terms.
The cost of loan stock investments valued below cost is £3,743,000 (2020: £3,033,000).
The Company does not hold any assets as the result of the enforcement of security during the period and believes that the carrying
values for both those valued below cost and past due assets are covered by the value of security held for these loan stock investments.
In view of the factors identified above, the Board considers that the Company is subject to low liquidity risk.
Fair values of financial assets and financial liabilities
All the Company’s financial assets and liabilities as at 31 December 2021 are stated at fair value as determined by the Directors, with
the exception of receivables (including debtors due after more than one year), payables and cash which are carried at amortised cost,
in accordance with FRS 102. There are no financial liabilities other than payables. The Company’s financial liabilities are all non-
interest bearing. It is the Directors’ opinion that the book value of the financial liabilities is not materially different to the fair value and
all are payable within one year.
18. Commitments and contingencies
The Company had no financial commitments in respect of investments as at 31 December 2021 (2020: nil).
There were no contingent liabilities or guarantees given by the Company as at 31 December 2021 (2020: nil).
Albion Technology & General VCT PLC
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Notes to the Financial Statements continued
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19. Post balance sheet events
Since 31 December 2021 the Company has had the following material post balance sheet events:
• Disposal of Credit Kudos Limited for proceeds of £4,697,000;
• Disposal of Phrasee Limited for proceeds of £2,046,000;
• Disposal of MyMeds&Me Limited for proceeds of £1,467,000;
• Investment of £953,000 in an existing portfolio company, Black Swan Data Limited;
• Investment of £877,000 in an existing portfolio company, TransFICC Limited;
• Investment of £849,000 in an existing portfolio company, Cantab Research Limited (T/A Speechmatics); and
• Investment of £546,000 in a new portfolio company, PerchPeek Limited.
Since 31 December 2021, the Company issued the following new Ordinary shares of nominal value 1 penny each under the Albion
VCTs’ Prospectus Top Up Offers 2021/22:
Aggregate Opening
nominal Net market price
value Issue price consideration on allotment
Number of of shares (pence received date (pence
Date of allotment shares allotted £’000 per share) £’000 per share)
25 February 2022 1,308,032 13 81.90 1,055 77.00
25 February 2022 443,854 4 82.30 358 77.00
25 February 2022 12,172,712 122 82.80 9,828 77.00
31 March 2022 14,154,989 142 82.80 11,428 77.00
11 April 2022 170,608 2 81.90 138 77.00
11 April 2022 13,972 – 82.30 11 77.00
11 April 2022 737,806 7 82.80 596 77.00
–––––––––– –––––––––– ––––––––––
29,001,973 290 23,414
–––––––––– –––––––––– ––––––––––
20. Related party transactions
Other than transactions with the Manager as disclosed in note 5, the Directors’ remuneration disclosed in the Directors’ remuneration
report on pages 49 to 51, and that disclosed above, there are no other related party transactions requiring disclosure.
Albion Technology & General VCT PLC
75
Notes to the Financial Statements continued
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Albion Technology & General VCT PLC
76
Notice of Annual General Meeting
SHAREHOLDERS SHOULD TAKE NOTE THAT THIS WILL BE A HYBRID AGM AND FURTHER DETAILS WILL BE MADE
AVAILABLE AT WWW.ALBION.CAPITAL/VCT-HUB/AGMS-EVENTS
.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Albion Technology & General VCT PLC (the “Company”) will be held
at the offices of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP on 26 May 2022 at 3pm for the following purposes of considering
and, if thought fit, to pass the following resolutions, of which numbers 1 to 9 will be proposed as ordinary resolutions and numbers 10
to 12 as special resolutions.
Ordinary Business
1. To receive and adopt the Company’s accounts for the year ended 31 December 2021 together with the Strategic report and the
reports of the Directors and Auditor.
2. To approve the Directors’ remuneration report for the year ended 31 December 2021.
3. To re-elect Robin Archibald as a Director of the Company.
4. To re-elect Margaret Payn as a Director of the Company.
5. To re-elect Mary Anne Cordeiro as a Director of the Company.
6. To re-elect Patrick Reeve as a Director of the Company.
7. To re-appoint BDO LLP as Auditor of the Company to hold office from conclusion of the meeting to the conclusion of the next
meeting at which audited accounts are to be laid.
8. To authorise the Directors to agree the Auditor’s remuneration.
Special Business
9. Authority to allot shares
That the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the
“Act”) to allot shares in the Company up to an aggregate nominal amount of £365,131 (representing approximately 20 per cent.
of the issued share capital as at the date of this Notice) provided that this authority shall expire 15 months from the date that
this resolution is passed, or if earlier, at the conclusion of the next Annual General Meeting, but so that the Company may, before
the expiry of such period, make an offer or agreement which would or might require shares to be allotted or rights to subscribe
for or convert securities into shares to be granted after such expiry and the Directors may allot shares pursuant to such an offer
or agreement as if the authority had not expired.
10. Authority for the disapplication of pre-emptive rights
That, subject to the authority and conditional on the passing of resolution number 9, the Directors be empowered, pursuant to
section 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the
authority conferred by resolution number 9 and/or to sell ordinary shares held by the Company as treasury shares for cash as if
section 561(1) of the Act did not apply to any such allotment or sale.
Under this power the Directors may impose any limits or restrictions and make any arrangements which they deem necessary or
expedient to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws
of, any territory or other matter, arising under the laws of, or the requirements of any recognised regulatory body or any stock
exchange in, any territory or any other matter.
This power shall expire 15 months from the date that this resolution is passed or, if earlier, the conclusion of the next Annual
General Meeting of the Company, save that the Company may, before such expiry, make an offer or agreement which would or
might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any
such offer or agreement as if this power had not expired.
11. Authority to purchase own shares
That, subject to and in accordance with the Company’s Articles of Association, the Company be generally and unconditionally
authorised, pursuant to and in accordance with section 701 of the Act, to make market purchases (within the meaning of
Section693(4) of the Act) of Ordinary shares of 1 penny each in the capital of the Company (“Ordinary shares”), on such terms
as the Directors think fit, provided always that:
(a) the maximum aggregate number of Ordinary shares hereby authorised to be purchased is 27,366,534 shares or, if lower,
such number of Ordinary shares representing 14.99 per cent. of the issued Ordinary share capital of the Company as at
the date of the passing of this resolution;
(b)
the minimum price, exclusive of any expenses, which may be paid for an Ordinary share is 1 penny;
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(c) the maximum price, exclusive of any expenses, which may be paid for an Ordinary share shall be an amount equal to the
higher of (a) 105per cent. of the average of the middle market quotations for the share, as derived from the London Stock
Exchange Daily Official List, for the five business days immediately preceding the date on which the share is purchased;
and (b) the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003;
(d) the authority hereby conferred shall, unless previously revoked, varied or renewed, expire 15 months from the date that
this resolution is passed or, if earlier, at the conclusion of the next Annual General Meeting; and
(e) the Company may enter into a contract or contracts to purchase Ordinary shares under this authority before the expiry of
the authority which will or may be executed wholly or partly after the expiry of the authority, and may make a purchase of
shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.
12. Cancellation of share premium and capital redemption reserve
That the amount standing to the credit of the Company’s share premium account and capital redemption reserve as at 6pm on
the day before the date of the Final Hearing be cancelled and reclassified as other distributable reserves.
By Order of the Board
Albion Capital Group LLP
Company Secretary
Registered office
1 Benjamin Street
London, EC1M 5QL
13 April 2022
Albion Technology & General VCT PLC is registered in England and Wales with number 04114310
Albion Technology & General VCT PLC
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Albion Technology & General VCT PLC
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Notes
1. Members entitled to attend, speak and vote at the Annual General Meeting (“AGM”) may appoint a proxy or proxies (who need
not be a member of the Company) to exercise these rights in their place at the AGM. A member may appoint more than one proxy,
provided that each proxy is appointed to exercise the rights attached to different shares. Proxies may only be appointed by:
● completing and returning the Form of Proxy enclosed with this Notice to Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY; or
● going to www.investorcentre.co.uk/eproxy
and following the instructions provided there; or
● by having an appropriate CREST message transmitted, if you are a user of the CREST system (including CREST personal
members).
Return of the Form of Proxy will not preclude a member from attending the meeting and voting in person. A member may not use
any electronic address provided in the Notice of this meeting to communicate with the Company for any purposes other than
those expressly stated.
To be effective the Form of Proxy must be completed in accordance with the instructions and received by the Registrars of the
Company by 3pm on 24 May 2022.
In accordance with good governance practice, the Company is offering shareholders use of an online service, offered
by the Company’s registrar, Computershare Investor Services, at www.investorcentre.co.uk/eproxy
. Shareholders can
use this service to vote or appoint a proxy online. The same voting deadline of 3pm on 24 May 2022 applies as if you
were using your Personalised Voting Form to vote, or appoint a proxy by post to vote for you. Shareholders who hold
their shares electronically may submit their votes through CREST, by submitting the appropriate and authenticated
CREST message so as to be received by the Company's registrar not later than two business days before the start of
the meeting. Instructions on how to vote through CREST can be found by accessing the following website:
www.euroclear.com/CREST
. Shareholders should not show this information to anyone unless they wish to give proxy
instructions on their behalf.
2. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (“the Act”) to
enjoy information rights (a “Nominated Person”) may, under an agreement between him or her and the member by whom he or
she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated
Person has no such proxy appointment right or does not wish to exercise it, he or she may, under any such agreement, have a
right to give instructions to the member as to the exercise of voting rights.
The statement of rights of members in relation to the appointment of proxies in note 1 above does not apply to Nominated
Persons. The rights described in that note can only be exercised by members of the Company.
3. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may
cast), members must be registered in the register of members of the Company at 3pm on 24 May 2022 (or, in the event of any
adjournment, on the date which is two business days before the time of the adjourned meeting). Changes to the register of
members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the
meeting.
4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for
this AGM and any adjournment(s) by using the procedures described in the CREST Manual. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their
CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message
(a“CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland Limited’s specifications,
and must contain the information required for such instruction, as described in the CREST Manual (available via
www.euroclear.com/CREST)
. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment
to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the
issuer's agent by 3pm on 24 May 2022. For this purpose, the time of receipt will be taken to be the time (as determined by the
time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through
CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK and
Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and
limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member
Notice of Annual General Meeting continued
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concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service
provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
5. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its
powers as a member provided that they do not do so in relation to the same shares.
6. A copy of this Notice, and other information regarding the meeting, as required by section 311A of the Act, is available from
www.albion.capital/funds
/AATG under the ‘Fund reports’ section.
7. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question
relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly
with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given
on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of
the meeting that the question be answered.
8. Copies of contracts of service and letters of appointment between the Directors and the Company, together with the Register of
Directors’ Interests in the Ordinary shares of the Company, will be available for inspection at the Registered Office of the Company
during normal business hours from the date of this Notice until the conclusion of the meeting, and at the place of the meeting
for at least 15 minutes prior to the meeting until its conclusion. In addition, a copy of the Articles of Association will be available
for inspection at the Company’s registered office from the date of this Notice until the conclusion of the meeting, and at the
place of the meeting for at least 15 minutes prior to the meeting until its conclusion.
9. Under section 527 of the Act members meeting the threshold requirements set out in that section have the right to require the
Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts
(including the Auditor’s report and the conduct of the audit) that are to be laid before the AGM: or (ii) any circumstances
connected with an Auditor of the Company ceasing to hold office since the previous meeting at which the annual accounts and
reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting any such
website publication to pay its expenses in complying with section 527 and 528 of the Act. Where the Company is required to
place a statement on a website under section 527 of the Act, it must forward the statement to the Company’s Auditor not later
than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes
any statement that the Company has been required under section 527 of the Act to publish on a website.
10. Members satisfying the thresholds in Section 338 of the Companies Act 2006 may require the Company to give, to members of
the Company entitled to receive notice of the AGM, notice of a resolution which those members intend to move (and which may
properly be moved) at the AGM. A resolution may properly be moved at the AGM unless (i) it would, if passed, be ineffective
(whether by reason of any inconsistency with any enactment of the Company’s constitution or otherwise); (ii) it is defamatory
of any person; or (iii) it is frivolous or vexatious. The business which may be dealt with at the AGM includes a resolution circulated
pursuant to this right. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution
of which notice is to be given, must be authenticated by the person(s) making it and must be received by the Company not later
than 6 weeks before the date of the AGM.
11. Members satisfying the thresholds in Section 388A of the Companies Act 2006 may request the Company to include in the
business to be dealt with at the AGM any matter (other than a proposed resolution) which may properly be included in the
business at the AGM.
A matter may properly be included in the business at the AGM unless (i) it is defamatory of any person or (ii) it is frivolous or
vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the matter to be included
in the business, must be accompanied by a statement setting out the grounds for the request, must be authenticated by the
person(s) making it and must be received by the Company not later than 6 weeks before the date of the AGM.
12. As at 12 April 2022 being the latest practicable date prior to the publication of this Notice, the Company’s issued share capital
consists of 182,565,270 Ordinary shares with a nominal value of 1 penny each. The Company also holds 20,904,204 Ordinary
shares in treasury. Therefore, the total voting rights in the Company as at 12 April 2022 are 161,661,066.
Albion Technology & General VCT PLC
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Perivan 263047
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This report is printed on Revive offset a totally recycled paper
produced using 100% recycled waste at a mill that has been
awarded the ISO 14001 certificate for environmental management.
The pulp is bleached using a totally chlorine free (TCF) process.
A member of the Association
of Investment Companies
Albion Technology & General VCT PLC
Albion Technology & General VCT PLC
Annual Report and Financial
Statements for the year
ended 31 December 2021
Albion Technology & General VCT PLC 2021
2021