Albion Technology & General VCT PLC
Annual Report and Financial Statements
for the year ended 31 December 2O22
Albion Technology & General VCT PLC
Annual Report and Financial Statements
for the year ended 31 December 2022
Shareholder information Financial adviser 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
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 INFORMATION
Company name Country of incorporation Legal form
Albion Technology & General VCT
PLC (the “Company”)
United Kingdom Public Limited Company
Directors Company number Auditor
R Archibald, Chairman
P M Payn
M A Cordeiro
P H Reeve
C S Richardson (appointed
1 June 2022)
04114310 BDO LLP
55 Baker Street
London, W1U 7EU
Manager, company secretary,
AIFM and registered office
Registrar Corporate broker
Albion Capital Group LLP
1 Benjamin Street
London, EC1M 5QL
Computershare Investor Services
PLC
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Panmure Gordon (UK) Limited
40 Gracechurch Street
London, EC3V 0BT
Taxation adviser Legal adviser Depositary
Philip Hare & Associates LLP
6 Snow Hill
London, EC1A 2AY
Bird & Bird LLP
12 New Fetter Lane
London, EC4A 1JP
Ocorian Depositary (UK) Limited
Level 5, 20 Fenchurch Street
London, EC3M 3BY
Albion Technology & General VCT PLC is a member of The Association of Investment Companies
(www.theaic.co.uk).
Cover photo © istock / StudioM1
All inside images © istock / AodLeo, StudioM1, NiseriN, Just_Super, shulz and © Unsplash / CHUTTERSNAP, Ricardo Gomez Angel, Teemu Paananen
6
40
72
Strategic
07 Investment objective and policy and Financial calendar
08 Financial summary
10 Chairman’s Statement
14 Strategic Report
28 Portfolio of investments
31 Portfolio companies
36 Environmental, Social and Governance (“ESG”) report
Governance
41 The Board of Directors
43 The Manager
46 Directors’ report
53 Statement of Directors’ responsibilities
54 Statement of corporate governance
61 Directors’ remuneration report
65 Independent Auditor’s report
Company information and Financials
73 Income statement
74 Balance sheet
75 Statement of changes in equity
76 Statement of cash flows
77 Notes to the Financial Statements
93 Notice of Annual General Meeting
Contents
Strategic
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”).
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% 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% 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% of the adjusted share
capital and reserves. The Directors do not have any
intention of utilising long-term gearing.
FINANCIAL CALENDAR
2 June 2023
Record date for first dividend
Noon on 6 June 2023
Annual General Meeting
30 June 2023
Payment date of first dividend
September 2023
Announcement of Half-yearly results for the six months ending 30 June 2023
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% 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 or
invested in floating rate notes or similar instruments
with banks or other financial institutions with high
7
Albion Technology & General VCT PLC
STRATEGIC
Albion Technology & General VCT PLC 8
FINANCIAL SUMMARY
(3.74)p (4.64)% 3.99p 72.92p 196.54p
Decrease in total
shareholder value
for the year ended
31 December 2022
(2021: increase of
14.98p)
††
Total loss on
opening net asset
value per share
(2021: gain of
21.6%)
††
Total tax-free
dividends per
Ordinary share paid
in the year ended
31 December 2022
(a dividend yield of
4.9% on opening
net asset value)
(2021: 3.68p with
a dividend yield of
5.3%)
Net asset value
per Ordinary
share as at
31 December 2022
(2021: 80.65p)
Total shareholder
value as at
31 December
2022
(2021: 200.28p)
††
Methodology: The total shareholder value to the shareholder including original amount invested (rebased to 100) from 1 January 2013 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.
†Total shareholder value at 31 December 2022 is calculated using net asset value per share at 31 December 2022 plus dividends paid per Ordinary
share since launch to 31 December 2022.
††These are considered Alternative Performance Measures, see note 2 on page 17 of the Strategic report for further explanation.
Total shareholder value relative to FTSE All-Share Index total return
(with dividends reinvested)
Jan 2013 Dec 2013 Dec 2014 Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022
Return (pence per share)
200
180
160
140
120
100
Total shareholder value
FTSE All-Share Index total return
STRATEGIC
9Albion Technology & General VCT PLC
(3.74)p (4.64)% 3.99p 72.92p 196.54p
Decrease in total
shareholder value
for the year ended
31 December 2022
(2021: increase of
14.98p)
††
Total loss on
opening net asset
value per share
(2021: gain of
21.6%)
††
Total tax-free
dividends per
Ordinary share paid
in the year ended
31 December 2022
(a dividend yield of
4.9% on opening
net asset value)
(2021: 3.68p with
a dividend yield of
5.3%)
Net asset value
per Ordinary
share as at
31 December 2022
(2021: 80.65p)
Total shareholder
value as at
31 December
2022
(2021: 200.28p)
††
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.
Financial summary
Albion Technology & General VCT PLC – Performance data
1 year return 3 year return
(average 4.4% p.a.)
5 year return
(average 8.2% p.a.)
10 year return
(average 4.9% p.a.)
13.3%
41.2%
49.5%
-4.6%
Movements in net asset value
31 December 2022
pence per share
31 December 2021
pence per share
Opening net asset value 80.65 69.35
Capital (loss)/return (4.51) 14.93
Revenue return 0.46 0.37
Total (loss)/return (4.05) 15.30
Ordinary dividends paid (3.99) (3.68)
Impact from share capital movements 0.31 (0.32)
Net asset value 72.92 80.65
Total shareholder value
Ordinary shares
(pence per share)
Total dividends paid since launch to 31 December 2022 123.62
Net asset value as at 31 December 2022 72.92
Total shareholder value to 31 December 2022 196.54
In addition to the dividends noted above, the Board has declared a first dividend for the year ending 31 December
2023 of 1.82 pence per share to be paid on 30 June 2023 to shareholders on the register on 2 June 2023.
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.
9
Results and dividends
As at 31 December 2022, the net asset value was 72.92
pence per share compared to 80.65 pence per share at
31 December 2021. The total loss after tax was £6.3
million compared to £19.9 million total return in the
year to 31 December 2021.
In line with our variable dividend policy targeting
around 5% of NAV per annum, the Company paid
semi-annual dividends totalling 3.99 pence per share
for the year to 31 December 2022 (2021: 3.68 pence
per share). The Board has declared a first dividend for
the year ending 31 December 2023 of 1.82 pence per
share to be paid on 30 June 2023 to shareholders on
the register on 2 June 2023.
Investment portfolio
The results for the year showed net losses on
investments of £4.5 million, against gains of £21.5
million for the previous year; the results are largely
driven by unrealised losses across the portfolio.
Oxsensis decreased in value by £4.1 million, Black
Swan Data by £2.1 million, and Oviva by £1.1 million,
all as a result of difficult trading conditions. Against
these losses, there have been unrealised gains,
including a £1.1 million uplift in Convertr Media, and
realised gains including the disposal of Credit Kudos
and MyMeds&Me, both of which are detailed below.
Quantexa, the largest company in our portfolio (14%
of net asset value), continues to show strong revenue
growth which has counter-balanced the well-publicised
Albion Technology & General VCT PLC 10
The Company’s portfolio has faced an uncertain macroeconomic and
geopolitical environment during the financial year under review. With
the war in Ukraine, high inflation, increasing interest rates, combined
with political instability, there has been considerable market volatility
impacting the Company and its portfolio.
The Company returned a loss in the year ended 31 December 2022
of 3.74 pence per share, which represents a 4.6% loss on opening net
asset value. Notwithstanding these disappointing results, which are not
surprising given the economic environment in the financial year, the
Board remains encouraged by the potential of the portfolio to deliver
positive longer term returns.
CHAIRMAN’S
STATEMENT
Robin Archibald
10
STRATEGIC
pressure on technology sector valuations and has not
seen a valuation movement during the reported year.
After the year end Quantexa completed an externally
led Series E fundraising, and further details are in the
Updated NAV announcement section on page 13.
The Company had a number of investment realisations
in the year with proceeds totalling £11.5 million,
leading to realised gains during the year of £1.6 million.
The notable exits included Credit Kudos delivering 5.2
times return on cost, Phrasee delivering 3.5 times cost
and MyMeds&Me delivering 3.4 times cost. Further
details on the above disposals, and other realisations,
can be found in the realisations table on page 30.
During a busy year for the Manager, a total of £16.7
million was invested into portfolio companies, of which
£9.2 million was invested across fifteen new portfolio
companies, all of which are likely to require further
investment as they develop and grow. The average age
of the fifteen new portfolio companies was four years,
demonstrating the Company’s focus on investing in
earlier-stage businesses and building value over the
longer term. The five largest new investments during
the year are show below.
A further £7.5 million was invested into existing
portfolio companies, the largest being: £1.4 million
into Cantab Research (trading as Speechmatics), £1.1
million into Runa Network (previously WeGift) and £1.0
million into Black Swan Data.
The three largest investments in the Company’s
portfolio, being Quantexa, Radnor House School
and Proveca, are valued at £26.9 million and represent
22.2% of the Company’s net asset value.
Overall, 33% of the portfolio by value is trading
profitably, measured by earnings before interest, tax
and depreciation, with a number of our investments
showing strong growth in fast-developing markets.
More information on each of the investments made by
the Company can be found on the Manager’s website
at www.albion.capital.
£1.5 million into
Peppy Health, a
platform providing
expert support
for underserved
areas of health
and wellness (e.g.
menopause) via
content, video,
chat support as
an employment
benefit for
employees
£1.4 million into
Toqio FinTech
which bridges
the gap between
financial services
and financial
outcomes by
providing an
orchestration
platform to any
business large
or small which
wishes to launch a
financial product
£0.9 million into
PeakData, a
software platform
that uses big data
analytics and AI to
collate data from
across the web to
provide insights
and analytics for
the world’s top
pharmaceutical
companies, key
opinion leaders
and healthcare
professionals
before and after
the launch of new
therapies
£0.8 million into
GX Molecular
(trading as CS
Genetics), a
developer of
a wet-phase
approach to single
cell indexing in a
single tube that
enables increased
scalability and
high quality single-
cell analysis
£0.7 million
into OutThink, a
software platform
to measure and
manage human
risk for enterprises
11Albion Technology & General VCT PLC
Chairman’s statement
Board composition
I have had the privilege of serving as a Director of the
Company for nine years, including two as Chairman,
and I will retire at the Annual General Meeting in June
2023. I am delighted that Clive Richardson, an existing
Board member, will succeed me as Chairman. Mary Anne
Cordeiro, who has also served nine years, will retire from
the Board and Margaret Payn will become SID when
Mary Anne stands down.
The Board, as part of its ongoing succession planning,
is well advanced in the process of recruiting for new
Directors, which will be announced in due course. The
aim continues to be a small and focussed Board. We
will aim to continue to be a diverse Board, as has been
the case during the Company’s life, and with collective
competence to the fore.
Risks and uncertainties
The Company faces a number of significant risks,
including higher interest rates, inflation, the ongoing
impact of Russia’s invasion of Ukraine, and potentially
a period of economic stagnation, or even recession,
in the UK. This complex backdrop is factored into
how the Company is managed, including in its
management of cash.
The concentration risk to the technology sector, which
is part of the Company’s stated investment objective, is
noted as technology company valuations have become
more volatile in the current economic climate.
The Manager is continually assessing the exposure to
these risks for each portfolio company and appropriate
actions, where possible, are being implemented. This
includes the potential provision of further financial
support to portfolio companies where necessary.
A detailed analysis of the principal risks and
uncertainties facing the business is shown in the
Strategic report on pages 24 to 26.
Share buy-backs
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 best interest. It is the Board’s
intention for such buy-backs to be in the region of a 5%
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 16.
The Company also manages a relatively high level
of distributable reserves which can be used for share
buy-backs and the payment of dividends. Following
shareholder approval last year, additional distributable
reserves were created through the reclassification of
the share premium account balance.
Albion VCTs’ Prospectus Top Up Offers
Your Board, in conjunction with the Boards of five other
VCTs managed by Albion Capital Group LLP, launched
a Prospectus Top Up Offer of new Ordinary shares on 6
January 2022 and applications reached its £24 million
limit under the Offer on 29 March 2022.
A new Prospectus Top Up Offer was launched on 10
October 2022. The Board announced on 18 January
2023 that, following strong demand for the Company’s
shares, it had elected to exercise the over-allotment
facility, taking the total amount under offer to £15.5
million. An allotment was scheduled to take place on 24
February 2023. However due to positive developments
in the Albion managed portfolio impacting on post
balance sheet valuations and, following advice, the
date of the second allotment was deferred to 31 March
2023 for the 2022/2023 tax year. On 22 March 2023,
the Company was pleased to announce that it had
reached its limit under its latest Offer which was fully
subscribed and closed to further applications.
Chairman’s statement
During a busy year for the
Manager, a total of £16.7
million was invested into
portfolio companies, of
which £9.2 million was
invested across fifteen new
portfolio companies.”
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.
Updated NAV Announcement post year end
On 2 March 2023, a NAV update was announced
with a pleasing 4.63 pence per share uplift,
representing a 6.35% increase on the previously
announced 31 December 2022 NAV. This update
resulted from Quantexa, a company within the
portfolio, undergoing an external fundraising process,
which was not known at 31 December 2022. This
transaction has since completed and was announced
by Quantexa on 4 April 2023.
Annual General Meeting
The Annual General Meeting (“AGM”) will be held
at noon on 6 June 2023 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 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.
Further details on the format and business to be
conducted at the AGM can be found in the Directors
report on pages 51 and 52 and in the Notice of the
Meeting on pages 93 to 96.
The Board encourages shareholders to vote on
the Company business at the AGM, irrespective
of attendance, and strongly recommends that
shareholders should vote in favour of all the resolutions
being proposed at the meeting.
Outlook and prospects
Continuing risks and uncertainties, largely outside
the Company’s control, make it difficult to be entirely
confident about what lies ahead. The portfolio is
well diversified with companies at different stages of
maturity and targeted at sectors such as software,
FinTech and healthcare. These are sectors where
we believe growth can be resilient and sustainable.
The recently announced 6.35% NAV uplift since the
year end gives the Board further confidence that the
Company is well positioned in the current economic
climate to generate long term value for shareholders.
Robin Archibald
Chairman
6 April 2023
1313Albion Technology & General VCT PLC
STRATEGIC REPORT
The full investment policy can be found on page 7.
Current portfolio sector allocation
The following pie charts show the split of the portfolio
valuation as at 31 December 2022 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. Details of the principal
investments made by the Company are shown in the
Portfolio of investments on pages 28 to 30.
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.
Albion Technology & General VCT PLC 14
Portfolio analysis by sector
(including cash & liquid investments)
Portfolio analysis by sector
(excluding cash & liquid investments)
Cash and net assets 24% (15%)
Other (including education) 8% (9%)
Healthcare (including digital healthcare) 17% (19%)
Renewable energy 9% (10%)
FinTech 23% (26%)
Software & other technology 19% (21%)
Comparatives for 31 December 2021 are in brackets
Other (including education) 11% (11%)
Healthcare (including digital healthcare) 22% (23%)
Renewable energy 11% (11%)
FinTech 30% (31%)
Software & other technology 26% (24%)
11%
26%
30%
11%
22%
19%
23%
9%
24%
17%
8%
14
STRATEGIC
15
Strategic report
Portfolio analysis by stage of investment Portfolio analysis by number of employees
Direction of portfolio
The current portfolio remains well-balanced both in
terms of stage of investment and sectors, with FinTech
accounting for 23%, software and other technology
accounting for 19%, healthcare (including digital
healthcare) accounting for 17%, renewable energy
accounting for 9% and other (including education)
accounting for 8%.
Due to the share allotments under the 2021/22 and
2022/23 Prospectus Top Up Offers, and the exits during
the year, cash is a significant proportion of the portfolio
at 22%. The Company will use these funds to support
those portfolio companies that require it, as well as to
capitalise on any new investment opportunities that
arise. We therefore expect that proportion of investments
in the FinTech, software and other technology and
healthcare sectors (including digital healthcare) will
increase, and that the proportion of asset-based
investments will decrease over the coming years.
Results and dividends
£’000
Net capital loss for the year ended 31 December 2022 (7,021)
Net revenue return for the year ended 31 December 2022 720
Total loss for the year ended 31 December 2022 (6,301)
Dividend of 2.02 pence per share paid on 30 June 2022 (3,240)
Dividend of 1.97 pence per share paid on 31 December 2022 (3,267)
Transferred from reserves (12,808)
Net assets as at 31 December 2022 121,247
Net asset value per share as at 31 December 2022 72.92p
Early stage (revenue less than £1 million) 9% (12%)
Growth (revenue between £1 million and £5 million) 20% (27%)
Scale up (revenue over £5 million) 71% (61%)
Under 20 6% (4%)
21 - 50 12% (26%)
51 - 100 12% (14%)
101+ 59% (45%)
Renewable energy* 11% (11%)
*Renewable energy companies have no employees
6%
12%
9%
71%
12%
20%
59%
11%
Comparatives for 31 December 2021 are in brackets
15Albion Technology & General VCT PLC
Investment income largely comprises loan stock
interest on our renewable energy investments, which
the Company intends to hold for the longer term.
As a result, loan stock income is expected to remain
relatively flat over the near term and most of the
Company’s investment returns are expected to be
delivered via capital gains. Dividend income is likely
to reduce next year, as memsstar declared a large
dividend prior to its disposal in the year.
On 2 March 2023, a NAV update was announced with
a 4.63 pence per share uplift (6.35%), as detailed in the
Chairman’s statement on page 13.
Future prospects
The Company’s financial results for the ended 31
December 2022 demonstrate that the portfolio
remains well balanced across sectors and risk classes,
and is largely weathering the ongoing global issues
caused as a result of higher levels of interest rates and
inflation and other economic headwinds. Although
there remains much uncertainty, the Board considers
that the Company has the potential to deliver long
term growth, whilst maintaining predictable dividend
payments to shareholders.
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:
1. Net asset value per share and total
shareholder value
Total shareholder value decreased by 3.74 pence to
196.54 pence per Ordinary share for the year ended
31 December 2022 (4.6% on the opening net asset
value).
The graph on page 8 reflects the total shareholder
value performance of the Company relative to the
FTSE All-share Index over the last ten years.
Results and dividends
The Company paid ordinary dividends of 3.99 pence per
share during the year ended 31 December 2022 (2021:
3.68 pence per share). The Board has a variable dividend
policy which targets an annual dividend yield of around
5% on the prevailing net asset value. The Board has
declared a first dividend for the year ending 31 December
2023 of 1.82 pence per share to be paid on 30 June 2023
to shareholders on the register on 2 June 2023.
As shown in the Income statement on page 73,
investment income has increased to £1,631,000
(2021: £1,077,000). This is largely due to the receipt
of dividends which include a dividend declared by
memsstar immediately prior to the disposal in the
year. As a result, there was an overall revenue gain to
shareholders of £720,000 (2021: £476,000).
The net capital loss for the year was £7,021,000 (2021:
gain of £19,412,000). The net loss was generated largely
due to a fall in the unrealised movement in valuation
of investments, partially offset by gains on disposals.
The gain in 2021 was primarily due to the largest
portfolio company, Quantexa. Further information on
this together with key valuation movements during the
year are outlined in the Investment portfolio section of
the Chairman’s statement. The total loss for the period
was 4.05 pence per share (2021: gain of 15.30 pence per
share).
The Balance sheet on page 74 shows that the net asset
value per share decreased over the year ended 31
December 2022 to 72.92 pence per share (2021: 80.65
pence per share).
The cash inflow for the year was £12.2 million (2021:
£2.9 million). This resulted mainly from the issue
of new Ordinary shares under the Top Up Offers,
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 10 to 13 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 increase its weighting in these sectors.
Albion Technology & General VCT PLC 16
Strategic report
The figures in the table above show that total shareholder
value, despite some annual volatility, mean that the
Company has delivered an average increase of 5.7% 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.
3. Dividend distributions
Dividends paid in respect of the year ended 31 December
2022 were 3.99 pence per share (2021: 3.68 pence per
share). Cumulative dividends paid since inception were
123.62 pence per Ordinary share.
4. Ongoing charges
As agreed with the Manager in 2015, the ongoing
charges ratio for the year ended 31 December 2022
was capped at 2.75% (2021: 2.75%) with any excess
over the cap being a reduction in the management
fee. Following the reduction to the management fee in
the year, the ongoing charges ratio has decreased to
2.55% (2021: 2.75%). The ongoing charges ratio has
been calculated using The Association of Investment
Companies’ (AIC) recommended methodology. This
figure shows shareholders the total recurring annual
Net asset value per share and total shareholder value*
Net Asset Value
Cumulative dividend
* Total shareholder value is net asset value plus cumulative dividends.
2. Movement in shareholder value in the year
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
8.0% 2.5% (4.7%) 3.6% 6.0% 13.2% 11.9% (0.3%) 21.6% (4.6%)
† Calculated as the movement in total shareholder value for the year compared with the opening net asset value.
Pence per share
200
150
100
50
0
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
17Albion Technology & General VCT PLC
Strategic report
running expenses (including investment management
fees charged to capital reserves) as a percentage of the
average net assets attributable to shareholders.
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 pages 47 and 48.
The relevant tests to measure compliance have been
carried out and independently reviewed for the year
ended 31 December 2022 and are reviewed during the
year. These reviews confirmed that the Company has
complied with all tests.
Gearing
As defined by the Articles of Association, the Company’s
maximum exposure in relation to gearing is restricted
to 10%. 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.
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”).
*VCT compliance is not a numerical measure of performance and thus cannot be defined as an APM.
Dividend paid
Dividends paid in the period
Cumulative dividend
Pence per share
120
100
80
60
40
20
0
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
Albion Technology & General VCT PLC 18
Strategic report
Management Agreement
A resolution was passed (with 95.6% of votes cast in
favour of the resolution) at the General Meeting on 26
May 2022 which specifically covered changes to the
Management Agreement.
The changes to the Management Agreement included:
lowering the Management fee from 2.5% of net asset
value to 2.0% of net asset value, backdated to 1
January 2022; introduction of a capped administration
fee; and revisions to the performance incentive
arrangements. Full details are available in the Circular
dated 13 April 2022 which can be found on the
Manager’s website at www.albion.capital/funds/AATG/
circular2022.pdf.
Under these new management arrangements, the
ongoing operating costs for the year ended 31
December 2022 have been reduced by £246,000.
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 2.0% 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% 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% of
the investment made, and also monitoring fees where
the Manager has a representative on the portfolio
company’s board; these fees are payable by the
investee company. Further details of the Manager’s fee
can be found in note 5 to the financial statements.
Management performance incentive
Under the performance incentive arrangement, the
Manager will receive an incentive fee calculated
annually on a five year average rolling basis, equal to
15% of the performance over a 5% hurdle (applied
to the opening net asset value each year in line with
the current dividend target). This fee will only become
payable when average returns to shareholders are in
excess of 5% per annum over a five year period. The
first payment of a performance fee, if earned, will be
in 2024 based on the audited results of the five years
ending 31 December 2023.
Details of the calculation of the performance incentive
provision can be found in note 15. For the year
ended 31 December 2022, the total provision for the
performance incentive earned is £272,000 (2021: £nil).
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.
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.
19Albion Technology & General VCT PLC
Strategic report
Evaluation of the Manager
The Board, through the Management Engagement
Committee, has evaluated the performance of the
Manager based on:
returns generated by the Company;
continued compliance with the VCT regulation;
long-term prospects of the current portfolio of
investments;
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. Having the Depositary provides another level
of oversight over the safe-keeping 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.
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.
Engagement with Stakeholder Outcomes and decisions based on engagement
Shareholders
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 relation to the Top up
Offers
Albion Capital website, social media
pages, as well as publishing Albion
News shareholder magazine
A briefing from the Company’s broker
and sponsor
Shareholders’ views are important. 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 used as an opportunity to communicate
with investors, including through a presentation made by the investment
management team. The Board has decided that this year’s AGM will be held
virtually, via Lumi platform, which enabled engagement with a wider audience
of shareholders from across the country, and gave shareholders the opportunity
to ask questions and vote during the AGM last year. The virtual medium helps
facilitate greater shareholder participation and to help those who are unable to
attend the AGM in person.
Shareholders are also encouraged to attend in person the annual Shareholders’
Seminar. This year’s event took place on 23 November 2022 at the Royal College
of Surgeons. The seminar included Speechmatics and Ophelos sharing insights
into their businesses and also a Q&A 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 2023.
The Board recognises the importance to shareholders of maintaining and applying
a share buy-back policy, in order to provide market liquidity. The Board closely
monitors the discount to the net asset value, with a target to maintain this in the
region of 5%.
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
resulted in a dividend yield of 4.9% on opening net asset value, with dividends
paid semi-annually.
During the year, the Board made the decision to participate in the Albion
Prospectus Top Up Offers, launched on 6 January 2022 and 10 October 2022,
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 participate in the Top up Offers. On allotting
shares, an issue price formula based on the prevailing net asset value is used to
ensure there is no dilution to existing Shareholders.
Cash management and liquidity of the Company are key quarterly discussions
with the Board, focusing on deployment of cash for future investments, dividends
and share buy-backs and the prospect of future realisations in the portfolio.
The Board decided to propose 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 resolution was approved with 99.4%
of Shareholders voting in favour of the resolution. Further details on this can be
found on page 51.
21Albion Technology & General VCT PLC
Engagement with Stakeholder Outcomes and decisions based on engagement
Manager
The performance of Albion Capital
Group LLP is essential to the long term
success of the Company, including
achieving the investment policy and
generating returns to shareholders,
as well as the impact the Company
has on Environment, Social and
Governance practice.
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, for example
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.
There was a change in the year to the management fees and to the performance
incentive fee which is now calculated by reference to the Company’s five year
rolling historic returns commencing from 2019 and with any fee first payable
in 2024. A provision of £272,000 has been recognised based on the Directors’
best estimate of incentive fees potentially earned to date based on historic
performance.
Details of the Manager’s responsibilities can be found in the Statement of
corporate governance on pages 54 and 55.
Suppliers
The key suppliers with regular
engagement with the Company often
through the Manager are:
• Corporate broker
• VCT taxation adviser
• Depositary
• Registrar
• External auditor
• Lawyer
The Manager is in regular contact with the suppliers. 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.
The Board reviews the performance of the providers annually in conjunction with
the Manager’s input, and was satisfied with the suppliers’ performances.
Portfolio companies
The portfolio companies are
considered key stakeholders, because
they are principal drivers of value for
the Company. As discussed in the
Environmental, Social and Governance
(“ESG”) report on pages 36 to 39,
the portfolio companies’ impact on
their own stakeholders and the wider
community 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 pages 14
and 15.
In most cases, an Albion executive is on the board of a portfolio company, to help
with both business operational decisions, as well as good ESG practices.
The AlbionVC platform team provide access to deep expertise on growth strategy
alignment, leadership team hiring, organisational scaling and founder leader
development.
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 as an investment
company, with no employees and no
customers, has no direct effect itself
on the community and environment.
However, as discussed above, the
portfolio companies’ ESG impact is
extremely important to the Board and
considered as part of the review of
Company operations.
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 36 to 39. ESG, without its specific definition, has always been at the heart
of the responsible and sustainable investing that the Company engages in and in
how the Company conducts itself with all of its stakeholders.
Albion Technology & General VCT PLC 22
Strategic report
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.
General Data Protection Regulation
(“GDPR”)
The General Data Protection Regulation has the
objective of unifying data privacy requirements across
the European Union. GDPR forms part of the UK law
after Brexit, now known as UK GDPR. The Manager
continues to take action to ensure that the Manager
and the Company are compliant with the regulation.
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 49.
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 31
December 2022 the most noticeable continuing
risk to operational and investment risk has been the
heightened geopolitical risk and its effect on the
economy, with inflation remaining high, interest rates
increasing and pricing volatility in world markets,
particularly affecting growth stocks. The full impact
on the Company’s portfolio is likely to be uncertain for
some time.
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 Reporting 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:
The Board has
carried out a robust
assessment of the
Company’s principal
risks and uncertainties.
23Albion Technology & General VCT PLC
Possible consequence Risk assessment
during the year
Risk management
RISK: Investment, performance and valuation risk
The risk of investment in poor
quality businesses, which
could reduce the returns
to shareholders and could
negatively impact on the
Company’s current and future
valuations.
By nature, smaller unquoted
businesses, such as those that
qualify for Venture Capital
Trust investment purposes, are
more volatile than larger, long-
established businesses.
The Company’s investment policy
creates concentration risk to
the technology sector (including
FinTech and HealthTech), as well
as to the health sector generally.
The Company’s investment
valuation methodology is
reliant on the accuracy and
completeness of information
that is issued by portfolio
companies. In particular, the
Directors may not be aware of or
take into account certain events
or circumstances which occur
after the information issued by
such companies is reported.
Increased in
the year due to
the heightened
economic and
geopolitical issues
as referred to
above.
Earlier stage
technology
companies have
suffered from
a particularly
significant de-
rating in the past
9 months, and
volatility continues
to be seen in
valuations for these
types of assets.
To reduce this risk, the Board places reliance upon the skills and
expertise of the Manager and its track record over many years of
making successful investments in this segment of the market. In
addition, the Manager operates a formal and structured investment
appraisal and review process, which includes an Investment
Committee, comprising investment professionals from the
Manager for all investments, and at least one external investment
professional for investments greater than £1 million in aggregate
across all the Albion managed VCTs. The Manager also invites
and takes account of comments from non-executive Directors of
the Company on matters discussed at the Investment Committee
meetings.
Investments are actively and regularly monitored by the Manager
(investment managers normally sit on portfolio company boards),
including the level of diversification in the portfolio, and the
Board receives detailed reports on each investment as part of the
Manager’s report at quarterly board meetings. The Board and
Manager regularly review the deployment of investments and cash
resources available to the Company in assessing liquidity required
for servicing the Company’s buy-backs, dividend payments and
operational expenses. The decision to issue a Prospectus for the
2021/22 and 2022/23 Top-Ups followed careful analysis of these
factors.
The unquoted investments held by the Company are designated
at fair value through profit or loss and valued in accordance
with the International Private Equity and Venture Capital
Valuation Guidelines updated in 2022. These guidelines set out
recommendations, intended to represent current best practice on
the valuation of venture capital investments. The valuation takes
into account all known material facts up to the date of approval of
the Financial Statements by the Board.
RISK: VCT approval risk
The Company must comply
with section 274 of the Income
Tax Act 2007 which enables its
investors to take advantage of
tax relief on their investment
and on future returns. Breach
of any of the rules enabling the
Company to hold VCT status
could result in the loss of that
status.
No change in the
year.
To reduce this risk, the Board has appointed the Manager, which
has a team with significant experience in Venture Capital Trust
management, used to operating within the requirements of the
Venture Capital Trust legislation. In addition, to provide formal
assurance, the Board has appointed Philip Hare & Associates
LLP as its taxation adviser, who report quarterly to the Board to
independently confirm compliance with the Venture Capital Trust
legislation, and highlight areas of risk and to inform on changes in
legislation. Each investment in a new portfolio company is also pre-
cleared with our professional advisers or H.M. Revenue & Customs.
The Company monitors closely the extent of qualifying holdings and
addresses this as required.
Albion Technology & General VCT PLC 24
Possible consequence Risk assessment
during the year
Risk management
RISK: Cyber and data security
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, result in
loss of sensitive data (including
shareholder data), or loss of
access to systems resulting in a
lack of timely communication to
market.
No change in the
year.
The Manager has a dedicated in-house IT support to assist in the
management of the IT infrastructure and improve the IT control
environment.
The Company and its operations are subject to a series of rigorous
internal controls and review procedures exercised throughout the year.
The Board receives reports from the Manager on its internal controls
and risk management, including on matters relating to cyber security.
The Audit and Risk Committee reviews the Internal Audit Reports
prepared by the Manager’s internal auditors, Azets and has access
to their internal audit partner to whom it can ask specific detailed
questions in order to satisfy itself that the Manager has sufficient
systems and controls in place including those in relation to business
continuity and cyber security.
The Manager also has a formal risk group in place which meets every
six months, with cyber risk being discussed at Board meetings.
RISK: Reliance on key agents and personnel
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 systems and controls or
loss of key personnel, within the
Manager’s business could put
assets of the Company at risk or
result in reduced or inaccurate
information being passed to the
Board or to shareholders.
No change in the
year.
Ocorian Depositary (UK) Limited is the Company’s Depositary,
appointed to oversee the custody and cash arrangements and
provide other AIFMD duties. The Board reviews the quarterly reports
prepared by Ocorian Depositary (UK) Limited to ensure that the
Manager is adhering to its policies and procedures as required by
the AIFMD.
In addition, the Board annually reviews the performance of its key
service providers, particularly the Manager, to ensure they continue
to have the necessary expertise and resources to deliver the
Company’s investment objective and policy. The Manager and other
service providers have also demonstrated to the Board that there is
no undue reliance placed upon any one individual.
RISK: Economic, political and social risk
Changes in economic conditions,
including; higher interest rates,
rates of inflation, industry
conditions, competition, political
and diplomatic events, and other
factors could substantially and
adversely affect the Company’s
prospects in a number of ways.
This also includes risks of
social upheaval, including from
infection and population re-
distribution, as well as economic
risk challenges as a result of
healthcare pandemics/infection.
Increased in the
year, due to the
high levels of
inflation, rising
interest rates and
the geopolitical
risks from the
invasion of Ukraine.
The Company invests in a diversified portfolio of companies across a
number of industry sectors and in addition often invests in a mixture
of instruments in portfolio companies and has a policy of minimising
any external bank borrowings within portfolio companies.
At any given time, the Company has sufficient cash resources to meet
its operating requirements, including share buy-backs and follow-on
investments.
In common with most commercial operations, exogenous risks over
which the Company has no control are always a risk and the Company
does what it can to address these risks where possible, not least as the
nature of the investments the Company makes are long term.
The Board and Manager continuously assess the resilience of the
portfolio, the Company and its operations and the robustness of
the Company’s external agents, as well as considering longer term
impacts on how the Company might be positioned in how it invests
and operates. Ensuring liquidity in the portfolio to cope with exigent
and unexpected pressures on the finances of the portfolio and the
Company is an important part of the risk mitigation in uncertain times.
The portfolio is diversified and exposure is relatively small to at-risk
sectors that include leisure, hospitality, retail and travel.
25Albion Technology & General VCT PLC
Strategic report
Possible consequence Risk assessment
during the year
Risk management
RISK: Discount risk
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 in the
year.
The Company operates a share buy-back policy, which aims to limit
the discount at which the shares trade to around 5% 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.
Strategic report
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 2025. The Directors believe
that three years is a reasonable period in which they
can assess the ability of the Company to continue to
operate as a going concern 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.
As noted above, 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. Inflation
remaining high, interest costs increasing and the impact
on growth stocks against a geopolitically uncertain
environment remain risks that need to be considered
against the practical management of the Company’s
net assets and its operational requirements. The Board
has carried out robust stress testing of cashflows
which included; factoring in higher levels of inflation
when budgeting for future expenses; only including
proceeds from investment disposals where there is a
high probability of completion; assessing the resilience
of portfolio companies given the current decline in
the global economy, 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 by looking at cashflow
forecasts and the future pipeline of investments. 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.
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 2025. 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 to meet its
operational and investment needs.
Companies Act 2006
This Strategic report of the Company for the year
ended 31 December 2022 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.
For and on behalf of the Board
Robin Archibald
Chairman
6 April 2023
27Albion Technology & General VCT PLC
Strategic report
PORTFOLIO OF INVESTMENTS
As at 31 December 2022 As at 31 December 2021
Change in value
for the year*
£’000
Fixed asset investments
% voting rights
% voting rights of Albion
managed companies
Cost
£’000
Cumulative movement
in value
£’000
Value
£’000
Cost
£’000
Cumulative movement
in value
£’000
Value
£’000
Quantexa 2.9 11.3 2,740 14,193 16,933 2,740 14,193 16,933 -
Radnor House School (TopCo) 14.8 48.3 2,710 2,535 5,245 2,710 2,999 5,709 (464)
Proveca 7.2 49.9 1,184 3,546 4,730 1,184 3,635 4,819 (89)
Oviva 2.9 12.2 2,694 1,608 4,302 2,694 2,700 5,394 (1,092)
Chonais River Hydro 15.7 50.0 2,169 1,864 4,033 2,169 1,625 3,794 239
Cantab Research (T/A Speechmatics) 3.4 14.4 2,901 917 3,818 1,486 735 2,221 182
The Evewell Group 6.4 33.0 1,547 1,590 3,137 1,547 1,522 3,069 68
Egress Software Technologies 2.2 24.7 765 2,193 2,958 765 2,259 3,024 (66)
Runa Network (previously WeGift) 3.3 13.9 2,101 591 2,692 1,020 - 1,020 591
Gharagain River Hydro 18.5 50.0 1,526 789 2,315 1,526 620 2,146 169
Black Swan Data 8.3 26.1 4,714 (2,454) 2,260 3,268 (366) 2,902 (2,088)
Convertr Media 6.9 26.6 1,105 1,056 2,161 1,105 45 1,150 1,011
Elliptic Enterprises 1.6 5.9 2,156 - 2,156 2,156 804 2,960 (804)
Panaseer 3.1 11.4 1,122 815 1,937 1,122 534 1,656 281
Healios 2.5 17.5 1,500 417 1,917 633 417 1,050 -
MHS1 22.5 48.8 1,565 93 1,658 1,565 (257) 1,308 350
TransFICC 2.7 13.0 1,275 377 1,652 397 377 774 -
Threadneedle Software Holdings (T/A
Solidatus) 1.7 11.5 1,014 617 1,631 1,014 - 1,014 617
The Street by Street Solar Programme 8.1 50.0 895 648 1,543 895 597 1,492 51
Peppy Health 1.6 8.7 1,481 - 1,481 - - - -
Toqio FinTech Holdings (T/A Toqio) 2.0 10.4 1,400 - 1,400 - - - -
Regenerco Renewable Energy 7.9 50.0 822 498 1,320 822 472 1,294 26
Locum’s Nest 6.9 25.6 813 370 1,183 675 41 716 329
Aridhia Informatics 4.9 21.6 950 227 1,177 950 290 1,240 (63)
Gravitee Topco (T/A Gravitee.io) 2.2 18.1 920 235 1,155 490 - 490 235
Beddlestead 9.8 49.0 1,200 (84) 1,116 1,200 34 1,234 (118)
InCrowd Sports 4.8 17.2 749 313 1,062 636 219 855 94
PeakData 2.1 11.2 943 71 1,014 - - - 71
The Q Garden Company 33.4 50.0 934 65 999 934 (150) 784 215
GX Molecular (T/A CS Genetics) 2.9 14.8 846 - 846 - - - -
NuvoAir Holdings 1.4 11.2 564 272 836 443 186 629 86
Alto Prodotto Wind 6.9 50.0 530 206 736 567 204 771 24
Seldon Technologies 1.4 14.0 694 - 694 283 - 283 -
OutThink 2.7 13.9 687 - 687 - - - -
PerchPeek 2.0 13.6 635 - 635 - - - -
Neurofenix 19.7 14.8 590 - 590 - - - -
DiffBlue 2.5 12.9 585 - 585 - - - -
Albion Technology & General VCT PLC 28
STRATEGIC
As at 31 December 2022 As at 31 December 2021
Change in value
for the year*
£’000
Fixed asset investments
% voting rights
% voting rights of Albion
managed companies
Cost
£’000
Cumulative movement
in value
£’000
Value
£’000
Cost
£’000
Cumulative movement
in value
£’000
Value
£’000
Quantexa 2.9 11.3 2,740 14,193 16,933 2,740 14,193 16,933 -
Radnor House School (TopCo) 14.8 48.3 2,710 2,535 5,245 2,710 2,999 5,709 (464)
Proveca 7.2 49.9 1,184 3,546 4,730 1,184 3,635 4,819 (89)
Oviva 2.9 12.2 2,694 1,608 4,302 2,694 2,700 5,394 (1,092)
Chonais River Hydro 15.7 50.0 2,169 1,864 4,033 2,169 1,625 3,794 239
Cantab Research (T/A Speechmatics) 3.4 14.4 2,901 917 3,818 1,486 735 2,221 182
The Evewell Group 6.4 33.0 1,547 1,590 3,137 1,547 1,522 3,069 68
Egress Software Technologies 2.2 24.7 765 2,193 2,958 765 2,259 3,024 (66)
Runa Network (previously WeGift) 3.3 13.9 2,101 591 2,692 1,020 - 1,020 591
Gharagain River Hydro 18.5 50.0 1,526 789 2,315 1,526 620 2,146 169
Black Swan Data 8.3 26.1 4,714 (2,454) 2,260 3,268 (366) 2,902 (2,088)
Convertr Media 6.9 26.6 1,105 1,056 2,161 1,105 45 1,150 1,011
Elliptic Enterprises 1.6 5.9 2,156 - 2,156 2,156 804 2,960 (804)
Panaseer 3.1 11.4 1,122 815 1,937 1,122 534 1,656 281
Healios 2.5 17.5 1,500 417 1,917 633 417 1,050 -
MHS1 22.5 48.8 1,565 93 1,658 1,565 (257) 1,308 350
TransFICC 2.7 13.0 1,275 377 1,652 397 377 774 -
Threadneedle Software Holdings (T/A
Solidatus) 1.7 11.5 1,014 617 1,631 1,014 - 1,014 617
The Street by Street Solar Programme 8.1 50.0 895 648 1,543 895 597 1,492 51
Peppy Health 1.6 8.7 1,481 - 1,481 - - - -
Toqio FinTech Holdings (T/A Toqio) 2.0 10.4 1,400 - 1,400 - - - -
Regenerco Renewable Energy 7.9 50.0 822 498 1,320 822 472 1,294 26
Locum’s Nest 6.9 25.6 813 370 1,183 675 41 716 329
Aridhia Informatics 4.9 21.6 950 227 1,177 950 290 1,240 (63)
Gravitee Topco (T/A Gravitee.io) 2.2 18.1 920 235 1,155 490 - 490 235
Beddlestead 9.8 49.0 1,200 (84) 1,116 1,200 34 1,234 (118)
InCrowd Sports 4.8 17.2 749 313 1,062 636 219 855 94
PeakData 2.1 11.2 943 71 1,014 - - - 71
The Q Garden Company 33.4 50.0 934 65 999 934 (150) 784 215
GX Molecular (T/A CS Genetics) 2.9 14.8 846 - 846 - - - -
NuvoAir Holdings 1.4 11.2 564 272 836 443 186 629 86
Alto Prodotto Wind 6.9 50.0 530 206 736 567 204 771 24
Seldon Technologies 1.4 14.0 694 - 694 283 - 283 -
OutThink 2.7 13.9 687 - 687 - - - -
PerchPeek 2.0 13.6 635 - 635 - - - -
Neurofenix 19.7 14.8 590 - 590 - - - -
DiffBlue 2.5 12.9 585 - 585 - - - -
As at 31 December 2022 As at 31 December 2021
Change in value
for the year*
£’000
Fixed asset investments
% voting rights
% voting rights of Albion
managed companies
Cost
£’000
Cumulative movement
in value
£’000
Value
£’000
Cost
£’000
Cumulative movement
in value
£’000
Value
£’000
Premier Leisure (Suffolk) 25.8 47.4 454 90 544 454 (26) 428 116
Ophelos 1.9 12.3 492 - 492 - - - -
PetsApp 2.6 13.6 487 - 487 - - - -
Erin Solar 15.7 50.0 440 12 452 440 (85) 355 97
Arecor Therapeutics PLC 0.7 4.2 231 206 437 304 632 936 (276)
Cisiv 7.5 29.6 695 (282) 413 695 331 1,026 (613)
DySIS Medical 3.5 10.1 2,589 (2,197) 392 2,589 (1,915) 674 (282)
5Mins Al 2.2 11.1 390 - 390 - - - -
Brytlyt 1.9 14.8 386 - 386 322 - 322 -
Koru Kids 1.3 7.9 430 (68) 362 345 192 537 (260)
Accelex Technology 2.0 16.5 353 - 353 181 - 181 -
AVESI 8.0 50.0 259 88 347 259 83 342 5
Imandra 1.6 8.1 215 116 331 215 324 539 (208)
Zift Channel Solutions 1.6 6.5 881 (555) 326 881 (533) 348 (22)
Limitless Technology 2.1 11.0 560 (278) 282 560 - 560 (278)
Ramp Software 1.8 9.7 277 - 277 - - - -
Tem-Energy 1.9 9.5 241 - 241 - - - -
Harvest AD n/a n/a 210 23 233 210 (1) 209 24
Mirada Medical 4.6 15.0 1,321 (1,125) 196 1,321 (1,321) - 196
uMedeor (T/A uMed) 0.9 9.5 150 1 151 100 - 100 1
Greenenerco 3.1 50.0 80 54 134 87 51 138 4
uMotif 3.6 20.2 1,121 (1,001) 120 1,121 (69) 1,052 (932)
Regulatory Genome Development 0.7 4.9 107 - 107 - - - -
Infact Systems (T/A Infact) 1.9 10.0 96 - 96 - - - -
Oxsensis 18.9 27.9 3,484 (3,389) 95 3,307 930 4,237 (4,140)
Symetrica 0.3 5.0 79 (16) 63 79 (16) 63 -
Forward Clinical (T/A Pando) 1.6 9.2 196 (196) - 196 (190) 6 (6)
Elements Software 3.3 4.5 19 (19) - 19 (19) - -
Total fixed asset investments 67,269 25,032 92,301 50,681 32,103 82,784 (6,719)
*As adjusted for additions and disposals during the year
The comparative cost and valuations for 31 December 2021 do not agree to the Annual Report and Financial Statements for the year ended 31
December 2021 as the above list does not include brought forward investments that were fully disposed of in the year.
29Albion Technology & General VCT PLC
Portfolio of investments
The following is a summary of fixed asset realisations or write-offs for the year ended 31 December 2022:
Fixed asset investment realisations
Cost
£’000
Opening
carrying
value*
£’000
Disposal
proceeds
£’000
Total
realised
gain/(loss)
£’000
Gain/(loss)
on opening
value
£’000
Disposals:
Credit Kudos 979 4,050 5,065 4,086 1,015
Phrasee 680 2,018 2,384 1,704 366
MyMeds&Me 439 666 1,467 1,028 801
Memsstar 515 577 651 136 74
Arecor Therapeutics PLC 73 224 163 90 (61)
Abcodia 568 2 3 (565) 1
Avora 400 9 - (400) (9)
Palm Tree Technology 320 16 - (320) (16)
Sandcroft Avenue (T/A Hussle) 427 5 - (427) (5)
Concirrus 1,795 571 - (1,795) (571)
Loan stock repayments and other:
Oxsensis 1,420 1,598 1,598 178 -
Alto Prodotto Wind 38 58 58 20 -
Greenenerco 7 10 10 3 -
Escrow adjustments and other** - - 52 52 52
Total fixed asset realisations 7,661 9,804 11,451 3,790 1,647
* as adjusted for additions during the year.
** 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 (6,719)
Movement in loan stock accrued interest 221
Unrealised losses on fixed asset investments (6,498)
Realised gains on fixed asset investments 1,647
Unwinding of discount on deferred consideration 371
Total losses on investments as per Income statement (4,480)
Albion Technology & General VCT PLC 30
Portfolio of investments
Healthcare (including digital healthcare)
Renewable energy
Software & other technology
FinTech
Other (including education)
3
1
8
4
5
10
7
2
9
6
PORTFOLIO COMPANIES
STRATEGIC
1
2
Audited results for year ended:
31 March 2021
£’000
31 March 2020
£’000
Turnover 30,307 17,545
LBITDA (9,078) (13,064)
Loss before tax (9,516) (13,700)
Net assets/(liabilities) 22,890 (3,495)
Basis of valuation Cost and price of
recent investment
(calibrated and
reviewed for
impairment)
Cost and price of
recent investment
(calibrated and
reviewed for
impairment)
Investment information £’000
Income recognised in the year -
Total cost 2,740
Valuation 16,933
Voting rights 2.9%
Voting rights for all Albion
managed companies
11.3%
www.quantexa.com
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.
www.radnorhouse.org
Albion Technology & General VCT PLC 32
Investment information £’000
Income recognised in the year 266
Total cost 2,710
Valuation 5,245
Voting rights 14.8%
Voting rights for all Albion
managed companies
48.3%
Radnor House School (TopCo) 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 for year ended:
31 Aug 2021
£’000
31 Aug 2020
£’000
Turnover 7,548 8,367
EBITDA 622 838
Loss before tax (850) (408)
Net assets 12,205 9,211
Basis of
valuation
Third party valuation
– earnings multiple
Third party valuation
– earnings multiple
3
5
Investment information £’000
Income recognised in the year -
Total cost 1,184
Valuation 4,730
Voting rights 7.2%
Voting rights for all Albion
managed companies
49.9%
www.proveca.com
www.oviva.com
4
Investment information £’000
Income recognised in the year -
Total cost 2,694
Valuation 4,302
Voting rights 2.9%
Voting rights for all Albion
managed companies
12.2%
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.
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.
3
4
Filleted audited results for year ended:
31 July 2021
£’000
31 July 2020
£’000
Net liabilities (2,731) (4,102)
Basis of
valuation
Revenue
multiple
Revenue
multiple
Audited results for year ended:
31 Dec 2021
£’000
31 Dec 2020
£’000
Turnover 7,531 5,097
LBITDA (9,468) (4,285)
Net assets 61,700 14,661
Basis of
valuation
Cost and price of recent
investment (calibrated
and reviewed for
impairment)
Cost and price of recent
investment (calibrated
and reviewed for
impairment)
Chonais River 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 approximately 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.
Investment information £’000
Income recognised in the year 129
Total cost 2,169
Valuation 4,033
Voting rights 15.7%
Voting rights for all Albion
managed companies
50.0%
Filleted audited results for year ended:
30 Sept 2021
£’000
30 Sept 2020
£’000
Net liabilities (163) (138)
Basis of
valuation
Third party valuation
– discounted cash
flow
Third party valuation
– discounted cash
flow
www.greenhighland.co.uk
Portfolio companies
8
4
7
36
Investment information £’000
Income recognised in the year -
Total cost 2,901
Valuation 3,818
Voting rights 3.4%
Voting rights for all Albion
managed companies
14.4%
www.speechmatics.com
Cantab Research Limited (T/A Speechmatics) provides
advanced speech recognition software. Its technology can automatically
transcribe any voice or audio assets from any live or recorded media and convert
it into text in real time with leading accuracy across a wide range of languages.
The software can be deployed using small footprint language models, which allow
the speech to text processing to be performed at high accuracy both on premise
and on device, as well as in the cloud. Albion funds invested alongside existing
investors (IQ Capital and leading Cambridge angels) to accelerate growth.
6
Audited results for year ended:
31 Dec 2021
£’000
31 Dec 2020
£’000
Turnover 9,533 6,409
LBITDA (5,213) (3,976)
Loss before tax (5,244) (4,177)
Net assets 1,353 3,704
Basis of
valuation
Cost and price of
recent investment
(calibrated and
reviewed for
impairment)
Cost and price of
recent investment
(calibrated and
reviewed for
impairment)
www.egress.com
Egress Software Technologies 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 for year ended:
31 Dec 2021
£’000
31 Dec 2020
£’000
Turnover 21,890 17,336
LBITDA (8,106) (6,822)
Loss before tax (8,612) (7,056)
Net liabilities (8,537) (1,956)
Basis of
valuation
Revenue
multiple
Revenue
multiple
Investment information £’000
Income recognised in the year -
Total cost 765
Valuation 2,958
Voting rights 2.2%
Voting rights for all Albion
managed companies
24.7%
Investment information £’000
Income recognised in the year 280
Total cost 1,547
Valuation 3,137
Voting rights 6.4%
Voting rights for all Albion
managed companies
33.0%
www.evewell.com
The Evewell Group owns and operates private women’s health centres of
excellence with one on Harley Street and another in Hammersmith both focusing
on fertility and IVF treatment but uniquely also covering all aspects of a woman’s
gynaecological health.
Filleted audited results for year ended:
31 Dec 2021
£’000
31 Dec 2020
£’000
Net liabilities (978) (3,354)
Basis of
valuation
Revenue
multiple
Discounted
offer price
Portfolio companies
4
Gharagain River Hydro is a 1MW hydropower scheme near Loch Carron
in the Scottish Highlands, about 3 miles from Chonais Hydro. It is a run-of-river
scheme with the same design as Chonais Hydro. It generates enough electricity
to power about 1,000 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.
10
3
Runa Network (previously WeGift) provides a cloud platform and
an API that enables corporates to purchase digital gift cards and issue digital
payouts to employees and customers. This can be done for a variety of use
cases such as HR (employee benefits/rewards), marketing (customer acquisition/
activation), loyalty and disbursements. It has built unique technology and direct
integrations with over a thousand brands and retailers on the supply side.
9
Investment information £’000
Income recognised in the year -
Total cost 2,101
Valuation 2,692
Voting rights 3.3%
Voting rights for all Albion
managed companies
13.9%
Investment information £’000
Income recognised in the year 74
Total cost 1,526
Valuation 2,315
Voting rights 18.5%
Voting rights for all Albion
managed companies
50.0%
Audited results for year ended:
31 Dec 2021
£’000
31 Dec 2020
£’000
Turnover 32,642 16,542
LBITDA (5,032) (3,318)
Loss before tax (5,245) (3,342)
Net assets 2,793 7,443
Basis of
valuation
Cost and price of
recent investment
(calibrated and
reviewed for
impairment)
Cost and price of
recent investment
(calibrated and
reviewed for
impairment)
Filleted audited results for year ended:
30 Sept 2021
£’000
30 Sept 2020
£’000
Net assets 175 177
Basis of
valuation
Third party valuation
– discounted cash
flow
Third party valuation
– discounted cash
flow
www.runa.io
Portfolio companies
STRATEGIC
The United Nations Principles for Responsible Investment (“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 into
their investment and ownership decisions.
As a signatory of the UN PRI, Albion (and the Board) recognise that applying
the following six principles better aligns investors with broader objectives of
society:
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (“ESG”) REPORT
Principle 1: to incorporate
ESG issues into investment
analysis and decision-
making processes.
Principle 5: to work
together to enhance
our effectiveness in
implementing the
Principles.
Principle 2: to be active
owners and incorporate
ESG issues into our
ownership policies and
practices.
Principle 6: to report on
our activities and progress
towards implementing the
Principles.
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.
The Company’s Manager, Albion Capital Group LLP (“Albion”),
sees sustainable and responsible investment as an integral part
of its investment mandate. In turn, the Board is kept appraised of
ESG issues in both the portfolio and in how company affairs are
conducted as part of regular Board oversight.
The Board and Albion have been
conscious in making responsible
investments throughout the life
of the Company by providing
finance for promising companies
in important sectors such as
technology, healthcare and
renewable energy. Through this,
Albion 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.
By its 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
Albion Technology & General VCT PLC 36
37Albion Technology & General VCT PLC
Environmental, Social, and Governance (“ESG”) report
each portfolio company and their sectors – all of which
requires a long term view.
Given the nature of venture capital investment, Albion
is more intimately involved in the affairs of portfolio
companies than typical funds invested in listed
securities. As such, Albion is able to influence good
governance and behaviour in portfolio companies,
many of which are relatively small 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. This includes the constitution
of a diversified and independent Board capable of
providing constructive challenge.
Albion is a member of VentureESG steering committee,
a global network of fund managers that drives
application of ESG principles in the ecosystem.
ESG considerations are an integrated part of Albion’s
investment process, from pre investment to exit,
designed to create value for investors and develop
sustainable long-term strategies for portfolio
companies. This is reflected in the transparency
of reporting, governance principles adopted by
the Company and the portfolio companies, and
increasingly in the positive environmental or socially
impactful nature of investments made. Where relevant,
climate-specific issues are also considered.
Albion integrates ESG through all aspects of the
investment process:
* The ESG BSC contains sustainability metrics used to determine a company’s sustainability risks and opportunities, and track progress over time.
STAGE 1
Screening
STAGE 2
Due diligence
STAGE 3
Stewardship &
monitoring
STAGE 4
Follow on
investments
Exit
Check company
activity with Albion
Capital Group LLP’s
exclusion list
Track Founder/
CEO gender and
ethnic diversity for
all potential new
investments
ESG Due Diligence
questionnaire
completed pre-
investment
ESG summary
added to investment
committee paper
and reviewed at IC
ESG terms added
to the Shareholders
Agreement
Leverage portfolio
company board and
platform function
to implement ESG
initiatives
Collect information
on ESG
developments
annually via ESG
Balance Score
Card (BSC)* and
include in internal
review meetings
when significant
developments have
taken place
Reassess ESG risks
and opportunities
during each round of
funding
Use new funding
round to check for
improvements
Support the
company in
demonstrating to
potential investors
how ESG risks have
been mitigated
and opportunities
realised
To the extent
possible ensure
good ESG practices
remain in place
following exit
Albion Technology & General VCT PLC 38
An exclusion list is used to rule out investments in unsustainable, socially
detrimental areas. ESG due diligence is performed on each potential
portfolio company to identify any sustainability risks, which are ranked
from low to high and are reported to the relevant investment committee. 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.
Albion’s investment deal documents includes a sustainability clause that
reinforces individual portfolio company’s commitment to driving principles
of ESG as it scales.
An ESG clause is integrated into the shareholders’ agreement for all new
investments, which outlines the portfolio company’s commitment to
combine economic success with ecological and social success.
All new and existing portfolio companies are asked to report against the
ESG BSC annually. It contains a number of sustainability factors against
which a portfolio company is assessed and scored in order to determine the
potential sustainability risks and opportunities arising from the investment.
ESG score is reviewed annually, and key priority improvement areas
are identified for the next 12 months. It forms part of Albion’s internal
broader risk review meetings and any outstanding issues are addressed in
collaboration with the portfolio companies’ senior management.
Albion 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.
PRE-INVESTMENT STAGE
INVESTMENT STAGE
EXIT STAGE
39Albion Technology & General VCT PLC
Signatories
As a signatory of UN Principles for Responsible
Investment (UN PRI) Albion is committed to the six key
principles to incorporate ESG into investment practice.
Albion is a member of VentureESG steering committee,
a venture capital-based non-profit initiative to push
the industry on ESG best practices. The current group
consists of 300 venture funds and 90 limited partners
globally who work to make ESG a standard part of the
due diligence, portfolio stewardship and internal fund
management.
Albion is a proud signatory of the Investing in Women
Code, and commits to adopt internal practices that
aim to improve female entrepreneurs’ access to the
tools, resources and finance required to scale their
companies.
The Manager’s ESG initiatives
ESG is incorporated into Albion’s own internal
operations as follows:
Environmental: Committed to ensuring that the
environmental impacts of its business operations are
positive and, as far as possible, any negative impact is
mitigated.
Overview of Albion’s ESG activity in 2022:
Social: 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 all
employees and stakeholders.
Governance: Seeks to conduct business activities in an
honest, ethical and socially responsible manner. These
values underpin its business model and strategy.
ENVIRONMENTAL
Net Zero target by 2030
Measuring carbon footprint
with Plan A
Purchased carbon removal
permits for 2021/2022
emissions
SOCIAL
Fair HQ score improvement
(from 3.8 to 6.1 out of 10)
within a year
Mentoring for under-
represented groups in VC
Social and team activities
Continued support for Whizz
Kidz
GOVERNANCE
ESG principles integrated
across the full investment
cycle
Completion of 2022 ESG
BSC portfolio reporting and
targets set for 2023
UN PRI score 2020/21: 3/5
stars
Regular ESG updates for all
stakeholders
Environmental, Social, and Governance (“ESG”) report
Governance
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 BOARD OF DIRECTORS
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 until 1986. Since 1986,
Robin has worked in corporate finance and corporate
broking roles, including for Samuel Montagu, SG
Warburg Securities, NatWest Wood Mackenzie and
Intelli Corporate Finance. Latterly, 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 a non-executive director of Capital Gearing
Trust PLC, Henderson European Focus Trust PLC and
Shires Income PLC and was, until recently, a non-
executive director of Ediston Property Investment
Company. Robin has acted as SID on all of the
investment company boards and audit chair of five of
the boards on which he has served over the last ten or
more years.
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.
41Albion Technology & General VCT PLC
GOVERNANCE
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 Group
LLP (originally Close Ventures Ltd) 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 and a BA in
Sanskrit from SOAS. Patrick, although considered non-
independent for governance purposes, contributes both
direct investment experience and a wider perspective in
the venture capital markets.
Clive Richardson, (appointed 1 June 2022) has
extensive experience across a range of private and
public international healthcare and technology focused
firms from start-ups to mid-cap companies. He was
Head of Equities Research for Investec Bank, and
worked as a strategy consultant for L.E.K. Consulting, a
leading global strategy firm. He has held non-executive
director roles and served as an executive board
member on CIS Healthcare Limited and Clinisys Group
Limited, both decision support healthcare software
companies. In his most recent role, he served as COO
and CEO for Akari Therapeutics, PLC, a NASDAQ listed
biotechnology company.
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.
Clive Richardson will become the new Chairman of
the Board, Nomination Committee and Management
Engagement Committee when Robin Archibald retires.
Margaret Payn will become Senior Independent
Director when Mary Anne Cordeiro retires.
Albion Technology & General VCT PLC 42
Will Fraser-Allen, BA
(Hons), FCA, has been
managing partner since
2019 and chairs the
investment committee.
He is chairman of
the VCTA and sits on
the Venture Capital
Committee of the BVCA.
He joined Albion in
2001, became deputy
managing partner in
2009. He qualified as a
chartered accountant 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, practised as a
neurosurgeon before
starting his career in
investment. He heads up
the healthcare investment
team and became deputy
managing partner in
2019. He joined Albion
in 2005 and became a
partner in 2009. He has
an MA plus Bachelor of
Medicine and Surgery
from Cambridge
University. He is a Fellow
of the Royal College of
Surgeons (England).
Vikash Hansrani, BA
(Hons), FCA, is a partner
and oversees the finance
and administration of
all funds under Albion’s
management. He
qualified as a chartered
accountant with RSM
before joining Albion
in 2010. He has a BA in
Accountancy & Finance
from Nottingham
Business School.
Albion Capital Group LLP, is authorised and regulated by the
Financial Conduct Authority and is the Manager of Albion
Technology & General VCT PLC. Established in 1996, Albion Capital
is an independent investment firm providing investors with access
to entrepreneurs who build enduring businesses.
The following are specifically responsible for the management and
administration of the Venture Capital Trusts managed by Albion
Capital Group LLP:
THE MANAGER
43Albion Technology & General VCT PLC
GOVERNANCE
Valerie Aelbrecht, MSc,
MSc, joined as investment
associate in 2022. She
was at Cherry Ventures
after being a founder and
operator for 8 years in
the foodtech space. She
holds an MSc in Applied
Economics from the
University of Antwerp and
an MSc in International
Business Management
& Entrepreneurship from
Kingston University.
Lauren Apostolidis, BA
(Hons), joined as platform
director in 2022. She was
previously at Huckletree
where she built and
managed the support
network of ambassadors
and investors to help
connect founders. Prior
to this, she managed
FinTech partnerships at
Thomson Reuters.
Adam Chirkowski, MA
(Hons), is an investment
director focusing on
B2B and ClimateTech
investments. Prior to
joining Albion in 2013, he
spent five years working
in corporate finance at
Rothschild. He holds
a first-class degree in
Industrial Economics and
a Masters in Corporate
Strategy and Governance
from Nottingham
University.
Emil Gigov, BA (Hons),
FCA, is a partner focusing
on B2B SaaS businesses.
He joined Albion in 2000
and became a partner in
2009. He graduated from
the European Business
School, London, with a
BA in European Business
Administration.
Dr. Molly Gilmartin BA,
joined in 2022 as an
investment manager from
McKinsey & Company.
Before that, she was
Chief Commercial Officer
of Induction Healthcare
Group which completed
an IPO on AIM in 2019.
Before this she was a
founding team member
of start-up Pando and an
NHS Clinical Entrepreneur
as a medical doctor.
Ed Lascelles, BA (Hons),
heads up the technology
investment team. He
joined in 2004 having
started his career advising
public companies and
became a partner in
2009. He holds a first-
class honours degree in
Philosophy from UCL.
Paul Lehair, MSc, MA, is
an investment director
who joined in 2019
having spent five years
at Citymapper. He also
worked at Viagogo and
in M&A at Citigroup. He
holds a dual Masters
degree in European
Political Economy from
the LSE and Political
Science and Sciences
Po Paris.
Catriona McDonald, BA
(Hons), is an investment
director specialising in
technology investing.
She joined in 2018 from
Goldman Sachs where she
worked on IPOs, M&A and
leveraged buyouts in New
York and London. She
graduated from Harvard
University, majoring in
Economics.
Albion Technology & General VCT PLC 44
The Manager
Kibriya Rahman, MMath,
joined as investment
associate in 2022. He
was previously at Funding
Circle and Formula 1.
Before this, he worked
at OC&C Strategy
Consultants. Kibriya
graduated from Oxford
University with an MMath
degree.
Gita Kler, BSc, joined in
2022 as platform analyst.
Before this, she worked
on data analytics at a
Dutch re-commerce start-
up. Gita holds a BSc in
Economics and Finance
from the University of
Amsterdam and an
MA in Management of
Information Systems and
Digital Innovation from
the LSE.
Jane Reddin, BA (Hons),
heads up the platform
team. She joined Albion
in 2021 and became
partner in 2022. Prior
to Albion, she spent six
years as Talent Advisor
at Balderton Capital
and then co-founded
The Talent Stack. She
graduated from Durham
University with a BA in
French and German.
Dr. Christoph Ruedig,
MBA, is a partner focusing
on digital health. He
originally practiced
radiology and was
responsible for M&A in
healthcare at GE and
venture capital with 3i.
He joined Albion in 2011
and became a partner in
2014. He holds a degree
in medicine from Ludwig-
Maximilians University
and an MBA from INSEAD.
Nadine Torbey, MSc,
BEng, is an investment
director who joined in
2018 from Berytech Fund
Management. She holds
a BSc in Electrical and
Computer Engineering
from the American
University of Beirut and
an MSc in Innovation
Management and
Entrepreneurship from
Brown University.
Robert Whitby-Smith, BA
(Hons), FCA, is a partner
focusing on software
investing. His background
was in corporate finance
at KPMG, CSFB and
ING Barings, after
qualifying as a chartered
accountant. He joined
Albion in 2005 and
became a partner in
2009. He graduated from
Reading University with a
BA in History.
Jay Wilson, MBA, MMath,
is an investment director
focusing on FinTech. He
joined in 2019 from Bain
& Co, where he had been
a consultant since 2016.
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,
is head of renewables.
Prior to joining Albion in
2007, he qualified as a
Chartered Surveyor with
Bouygues and advised
on large capital projects
with EC Harris. He has a
degree in economics from
University of Cambridge
and a PhD in construction
economics from UCL.
45Albion Technology & General VCT PLC
The Manager
over a number of sectors, to produce a regular and
predictable 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
36,947,257 Ordinary shares, of which 35,502,344
Ordinary shares (2021: 22,852,406) were issued under
the Albion VCTs’ Top Up Offers; and 1,444,913 Ordinary
shares (2021: 1,040,706 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 12 of the Chairman’s statement. Details on share
buy-backs during the year can be found in note 16.
Substantial interests and shareholder profile
As at 31 December 2022 and the date of this report,
the Company was not aware of any shareholder who
had a beneficial interest exceeding 3% 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
2022, 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 13 of the Chairman’s statement and
on page 16 of the Strategic report.
Results and dividends
Detailed information on the results and dividends for
the year ended 31 December 2022 can be found in the
Strategic report on pages 15 and 16.
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 2022. The Statement of
corporate governance on pages 54 to 60 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 pages 47 and 48 of this Directors
report. Approval for the year ended 31 December 2022
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 16.
Ordinary shares represent 100% of the total share
capital and voting rights. The Ordinary shares are
designed for individuals who are seeking, over the long
term, investment exposure to a diversified portfolio of
unquoted investments. The investments are spread
DIRECTORS’ REPORT
Albion Technology & General VCT PLC 46
GOVERNANCE
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 18. The Company’s
business activities, together with details of its
performance are shown in the Strategic report and this
Directors’ report.
Post balance sheet events
Details of events that have occurred since 31 December
2022 are shown in note 20.
Principal risks and uncertainties
A summary of the principal risks faced by the Company
is set out on pages 24 to 26 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 Section 274 of
the Income Tax Act 2007 as follows:
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, which included
assessing the resilience of portfolio companies,
incorporating the requirement for any future financial
support, including proceeds from investment disposals
only when there is a high probability of completion,
and evaluating the impact of high inflation, both within
the Company and within its portfolio. 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
47Albion Technology & General VCT PLC
These tests drive a spread of investment risk through
preventing holdings of more than 15% by HMRC value
in any portfolio company. The tests have been carried
out and independently reviewed for the year ended
31 December 2022. 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% 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 14.
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 2022, the HMRC value of the
Company’s qualifying investments (which includes a
12 month disregard for disposals) was 100.00% (2021:
92.19%). 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% 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.
1 The Company’s income must be derived wholly or mainly from shares and securities;
2 At least 80% 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% 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% 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% by HMRC value of its investments;
6 The Company must not have retained greater than 15% 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.
Albion Technology & General VCT PLC 48
Directors’ report
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 36 to 39.
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
Number of Board members Percentage of the Board
Gender Identity
Men 3 60%
Women 2 40%
Not specified/prefer not to say - -
Ethnic Background
White British or other White (including minority-white groups) 4 80%
Mixed/Multiple Ethnic Groups - -
Asian/Asian British 1 20%
Black/African/Caribbean/Black British - -
Other ethnic group, including Arab - -
Not specified/prefer not to say - -
the prevention procedures in place for all associates on
a regular basis.
Diversity
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 gender and other forms of
diversity within the Board.
The Board is required to disclose their compliance
in relation to the targets on board diversity set out
under paragraph 9.8.6R (9) of the Listing Rules (and
corresponding AIC guidance). These are as follows:
(i) At least 40% of the individuals on the Board of
Directors are women;
(ii) At least one of the senior positions on the Board of
Directors is held by a woman; and
(iii) At least one individual on the Board of Directors is
from a minority ethnic background.
The Board of Directors self-reported their gender
identity and ethnic background, which offered each of
the categories noted in the table below, along with the
additional option to indicate an ‘other category’, should
they wish to do so.
As at 31 December 2022, the breakdown of the gender
identity and ethnic background of the five members of
the Board is below.
The Board notes that they currently meet the above
targets, whilst also maintaining the need for sustained
future consideration of diversity in recruitment and
succession planning.
More details on the Directors can be found in the Board
of Directors section on pages 41 and 42.
49Albion Technology & General VCT PLC
Directors’ report
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
required to be 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 for the Company and anticipated performances
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.
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 63.
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, Margaret Payn and
Patrick Reeve will offer themselves for re-election. As
Clive Richardson has been appointed since the last
Annual General Meeting, he will be subject to election
at the forthcoming Annual General Meeting. Neither
Robin Archibald nor Mary Anne Cordeiro, who have
both served on the Board for nine years, are putting
themselves forward 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.
Auditor
The Audit and 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.
Albion Technology & General VCT PLC 50
Directors’ report
Annual General Meeting
This committee also reviews the risk matrix of the
Company and the controls in place to manage those
risks.
Cancellation of share premium and capital
redemption reserve
The Company obtained authority to cancel the amount
standing to the credit of its share premium and capital
redemption reserves at the Annual General Meeting
on 26 May 2022. The purpose of the proposal was
to increase the distributable reserves available to the
Company for the payment of dividends, the buy-back
of shares, and for other corporate purposes.
The proposal received the consent of the Court on 2
August 2022, and the changes have been registered at
Companies House on 10 August 2022. Over time, this will
create additional distributable reserves of £76.4 million.
The Annual General Meeting (“AGM”) will be held
at noon on 6 June 2023 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. 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 and
remuneration policy, to elect or re-elect Directors
(excluding Robin Archibald and Mary Anne Cordeiro
who will retire during the year) and to re-appoint
BDO as auditor for the next year end and to fix their
remuneration.
Resolutions relating to the following items of special
business will be proposed at the forthcoming Annual
General Meeting 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 authorities given to the
Directors at the Annual General Meeting in 2023.
The authorities sought at the forthcoming Annual
General Meeting will expire 15 months from the date
that the resolution is passed, or at the conclusion of
the next Annual General Meeting 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 £405,813 representing approximately 20% of the
issued Ordinary share capital of the Company as at
the date of this Report.
51Albion Technology & General VCT PLC
Directors’ report
Disclosure of information to Auditor
In the case of the persons who are Directors of the
Company 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
6 April 2023
Annual General Meeting (continued)
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 Company currently
holds 24,236,401 treasury shares representing 11.9%
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 £405,813 of
the nominal value of the share capital representing
approximately 20% 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% 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 16.
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.
Albion Technology & General VCT PLC 52
Directors’ report
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;
prepare the Financial Statements on the going
concern basis unless it is inappropriate to
presume that the Company will continue in
business; and
prepare a 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 maintenance
and integrity of the Manager’s website is, so far as it
relates to the Company, the responsibility of the Manager.
The work carried out by the Auditor does not involve
consideration of the maintenance and integrity of
this website and, accordingly, the Auditor accepts no
responsibility for any changes that have occurred to the
Financial Statements since they were initially presented
on the website.
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
6 April 2023
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
GOVERNANCE
53Albion Technology & General VCT PLC
Albion Technology & General VCT PLC 54
STATEMENT OF CORPORATE GOVERNANCE
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, Mary
Anne Cordeiro is the Senior Independent Director
and chairman of the Remuneration Committee,
and Clive Richardson is an Independent Director.
All Directors are non-executive and day-to-day
management responsibilities are sub-contracted to
the Manager.
Robin Archibald, Margaret Payn, Mary Anne Cordeiro
and Clive Richardson are considered independent
Directors. Patrick Reeve is not considered an
independent Director as he is the chairman of Albion
Capital Group LLP, the Manager. Patrick is not a
member of the Board sub-committees.
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 independent
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, Margaret Payn, and
Patrick Reeve will offer themselves for re-election. As
Clive Richardson has been appointed since the last
Annual General Meeting, he will be subject to election
at the forthcoming Annual General Meeting. Robin
Archibald and Mary Anne Cordeiro will retire during
the year.
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 pages 41 and 42. 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.
55Albion Technology & General VCT PLC
Statement of corporate governance
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 pages 58 and 59.
The Board met four times during the year as part of
its regular programme of quarterly Board meetings.
All Directors attended each meeting, except for Clive
Richardson who joined the Board on 1 June 2022.
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. 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.
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, compliance, 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
appropriate 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 Top Up Offers; and
monitoring shareholder profile and considering
shareholder communications.
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
Albion Technology & General VCT PLC 56
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 Senior Independent
Director).
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, Clive
Richardson, Margaret Payn 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 or
election accordingly. As Robin Archibald and Mary Anne
Cordeiro will be retiring during the year, they are not
being put forward for re-election. For more details on
the specific background, skills and experience of each
Director, please see the Board of Directors section on
pages 41 and 42.
Remuneration Committee
A remuneration committee has acted in accordance
with the provisions of the AIC Code issued in 2019.
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.
All Directors sit on the Remuneration Committee as
their balance of skills and knowledge are relevant to
the Committee’s responsibilities. 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.
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 2022; all members attended except for Clive
Richardson who joined the Board on 1 June 2022.
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 2022 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;
Statement of corporate governance
57Albion Technology & General VCT PLC
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.
Due to these increasing pressures on audit firms and
their reporting, the Company expects an increase in
costs across the market. 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.
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 year.
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.
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
Albion Technology & General VCT PLC 58
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
2022.
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
31 December 2022, 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 15 of their tenure. This year is the third
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 terms of reference of the Nomination
Committee are to evaluate the balance of skills,
experience and time commitment of the current Board
members and make recommendations to the Board as
and when a particular appointment arises.
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 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
Board members, including the Chairman, and any
potential skills gaps that might need to be addressed
when board membership changes.
Statement of corporate governance
59Albion Technology & General VCT PLC
The Nomination Committee held one formal meeting
during the year, which was fully attended by all the
members of the Committee at the time the meeting
was held. As the Board is undergoing succession
planning, there have been a number of sessions to
discuss the succession plan, with both Robin Archibald
and Mary Anne Cordeiro due to retire in the near future
from the Board. The Board is engaged in interviewing
candidates and expects to be able to announce
additions to the Board in the relatively near future.
Terms of reference for the Nomination 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. The terms and
conditions of Directors’ appointment are available for
inspection at the Annual General Meeting.
Management Engagement Committee
The Management Engagement Committee 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.
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 Albion’s
Valuation Committee (who are independent of
the investment team) 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.
Statement of corporate governance
Albion Technology & General VCT PLC 60
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 Azets. The Audit and
Risk Committee Chairman also met with Azets to discuss
the internal audit report. The Board will continue to
monitor its system of internal control in order to provide
assurance that it operates as intended.
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.
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 page 46 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 6 June 2023. 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 virtually.
Shareholders are also encouraged to attend the annual
Shareholders’ Seminar. Last year’s event was held on
23 November 2022, at the Royal College of Surgeons.
The seminar included some of the portfolio companies
sharing insights into their businesses and 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 2023.
Shareholders and financial advisers are able to obtain
information on holdings and performance using the
contact details provided on page 4.
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 12.
Statement of compliance
The Directors consider that the Company has complied
throughout the year ended 31 December 2022 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
6 April 2023
Statement of corporate governance
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.
Ordinary resolutions will be proposed at the Annual
General Meeting of the Company to be held on 6 June
2023 for the approval of the Directors’ remuneration
Policy, a three yearly requirement, and the Annual
Remuneration Report as set out below.
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 detailed in the 2021 Directors remuneration
report, 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. 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. It was agreed that from 1
January 2023 the base level remuneration would move
to £35,000 for the Chairman, £31,000 for the Audit
Chairman and £27,000 for non-executive Directors,
save for Patrick Reeve who continued to waive his fees.
The Remuneration Committee met during the year
to review Directors’ responsibilities and fees against
the market and concluded that the proposed increase
in Directors’ remuneration from 1 January 2023, as
outlined above, remained appropriate and so proposed
no further increases for the forthcoming year. It is
expected that it will be reviewed every three years,
at the same time as considering and approving the
Company’s remuneration policy.
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-executive Directors.
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, Margaret Payn and
Patrick Reeve will offer themselves for re-election. As
Clive Richardson has been appointed since the last
Annual General Meeting, he will be subject to election
at the forthcoming Annual General Meeting. Robin
Archibald and Mary Anne Cordeiro will be retiring as
Directors during the year.
None of the Directors have 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 which is kept at the registered address
of The Manager. 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.
In accordance with the reporting requirements,
an Ordinary resolution for the approval of the
Remuneration policy of the Company, to remain in
force for a three-year period, will be put to the members
at the AGM and will be effective from that date. There
are no proposed changes to the Remuneration Policy.
61Albion Technology & General VCT PLC
DIRECTORS’ REMUNERATION REPORT
GOVERNANCE
Shareholdersviews 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, 97.22% of shareholders voted for the
resolution approving the Directorsremuneration
report, 2.78% against the resolution and of the total
votes cast, 170,182 (being 0.11% 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.
The Board 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 Director’s remuneration and interests in the shares
of the Company which are shown in the tables below
have been audited.
The following tables show an analysis of the
remuneration of individual Directors, who were
in office during the year and the preceding year,
exclusive of National Insurance:
Total Directors’ remuneration
31 December 2022
£
31 December 2021
£
Robin Archibald 29,250 26,690
Margaret Payn 27,000 24,690
Mary Anne Cordeiro 24,500 23,500
Patrick Reeve - -
Clive Richardson (appointed 1 June 2022) 14,708 -
Dr. Neil Cross (retired 27 May 2021) - 11,176
Modwenna Rees-Mogg (retired 20 September 2021) - 16,932
95,458 102,988
Annual percentage change in Directors’ remuneration
Percentage change
2021 to 2022
%
Percentage change
2020 to 2021
%
Percentage change
2019 to 2020
%
Robin Archibald 9.6 4.7 (8.1)
Margaret Payn 9.4 - n/a
Mary Anne Cordeiro 4.3 - 3.3
Patrick Reeve n/a n/a n/a
Clive Richardson (appointed 1 June 2022) n/a n/a n/a
Dr. Neil Cross (retired 27 May 2021) n/a - 4.8
Modwenna Rees-Mogg (retired 20 September 2021) n/a - 3.3
(7.3) (6.2) 10.3
Albion Technology & General VCT PLC 62
Directors’ remuneration report
The base remuneration of each of the Directors
positions increased during the year, effective 1 July
2022. The committee agreed to raise the fee for the
Chairman to £31,000 from £27,500, the Chairman of
the audit committee to £28,500 from £25,500 and all
other Directors to £25,500 from £23,500. The changes
from the prior year are due to the retirement of Dr.
Neil Cross and Modwenna Rees-Mogg in the previous
year, the appointment of Robin Archibald as Chairman
and Margaret Payn’s appointment as Audit Chairman
during the year, as well as the appointment of Clive
Richardson during the year.
Directors’ remuneration for the year ending 31
December 2023, excluding any special payments, is
expected to total around £120,000 (excluding National
Insurance contributions) and includes an annualised
chairman’s fee of £35,000, audit chair of £31,000 and
non-executive directorial fees of £27,000 as reported in
last year’s accounts.
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 £537
(2021: £814) during the year.
In addition to Directors’ remuneration, the Company
paid an annual premium in respect of Directors’ &
Officers’ Liability Insurance of £35,439 (2021: £32,023).
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:
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 1,596,085 shares in the
Company as at 31 December 2022.
Directors’ interests
Shares held at
31 December 2022
Shares held at
31 December 2021
Robin Archibald 39,618 31,071
Margaret Payn 7,246 -
Mary Anne Cordeiro 7,476 7,108
Patrick Reeve 627,691 627,691
Clive Richardson 12,500 n/a
Directors’ remuneration report
Performance graph
The graph shows the Company’s Ordinary share price
total return against the FTSE All-Share Index total
return, with dividends reinvested, since 1 January 2013.
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.
There are no options, issued or exercisable, in
the Company which would distort the graphical
representation that follows.
For and on behalf of the Board
Robin Archibald
Director
6 April 2023
Directors’ pay compared to distributions to shareholders
2022
£’000
2021
£’000
Percentage
change
Total dividend distribution to shareholders 6,507 4,896 33%
Share buy-backs 2,512 1,906 32%
Total Directors fees 95 103 (8%)
Methodology: The share price return to the shareholder, including original amount invested (rebased to 100) from 1 January 2013, 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.
Share price total return relative to FTSE All-Share Index total return
(with dividends reinvested)
230
210
190
170
150
130
110
90
Jan 2013 Dec 2013 Dec 2014 Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021 Dec 2022
Ordinary share price total return
FTSE AII-Share Index total return
Return (pence per share)
Albion Technology & General VCT PLC 64
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF ALBION TECHNOLOGY &
GENERAL VCT PLC
GOVERNANCE
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 2022 and
of its loss 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 2022 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
committee.
Independence
Following the recommendation of the audit committee,
we were appointed by the Board of Directors in 2008 to
audit the financial statements for the year ending 31
December 2008 and subsequent financial periods. The
period of total uninterrupted engagement including
retenders and reappointments is 15 years, covering the
years ending 31 December 2008 to 31 December 2022.
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;
Consideration of the Company’s expected future
compliance with VCT legislation, the absence of
bank debt, contingencies and commitments and
any market or reputational risks;
Reviewing the forecasted cash flows that support
the Directors’ assessment of going concern,
challenging assumptions and judgements
made in the forecasts, and assessing them for
reasonableness. In particular, we considered the
impact of rising inflation and the available cash
resources relative to the forecast expenditure
which was assessed against the prior year for
reasonableness; and
Calculating financial ratios to ascertain the
financial health of the Company.
65Albion Technology & General VCT PLC
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
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 the 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 2022 2021
Key audit matters Valuation of Unquoted Investments
Materiality Company financial statements as a whole
£1.86m (2021: £1.81m) based on 2% (2021: 2%) of net assets adjusted to exclude fundraising
during the year
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 override of internal controls, including assessing whether there was
evidence of bias by the Directors that may have represented a risk of material 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 we identified, including those which had the greatest effect on:
the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement
team. This matter was 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 this matter.
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
67Albion Technology & General VCT PLC
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of unquoted
investments (Notes 3
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 by
management override.
For a sample of loans held at fair value we:
• Agreed security held to confirmation statements and Depositary stock sheet.
Reviewed the treatment of accrued redemption premium/other fixed returns in line with the
Statement of Recommended Practice (“SORP”): Financial Statements of Investment Trust
Companies and Venture Capital Trusts (Issued in July 2022).
For a sample of the unquoted investment 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 to see if
these were supported by the performance of the underlying investment.
Checked that the valuation was based on recent financial information and reviewed the
arithmetic accuracy of the valuation.
For investments based on valuations 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 2022. This is particularly pertinent in those circumstances where the impact of rising
inflation, the war in Ukraine and the resulting impact may call into question whether the price
of recent investment remains reflective of fair value.
For a sample of investments valued with reference to more subjective techniques, we:
• Re-performed the calculation of the investment valuation.
Agreed and benchmarked key inputs and estimates to independent information from our own
research and against metrics from the most recent management accounts of the investee
companies.
Challenged the consistency and appropriateness of adjustments made to such market data in
establishing the revenue, cash flow or earnings multiple applied in arriving at the valuations
adopted by considering the individual performance of investee companies against plan and
relative to the peer group, the market and sector in which the investee company operates and
other factors as appropriate.
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, we performed sensitivity analysis on the valuation calculations where
there is sufficient evidence to suggest reasonable alternative inputs might exist.
Key observations
Based on the procedures performed we consider the investment valuations to be appropriate
considering the level of estimation uncertainty.
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,
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
Albion Technology & General VCT PLC 68
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
2022
£
2021
£
Materiality £1,855,000 £1,810,000
Basis for determining
materiality
2% of net assets adjusted to exclude
fundraising during the year
2% of net assets adjusted to exclude
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 largely 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.
Performance materiality £1,391,000 £1,350,000
Basis for determining
performance materiality
75% of 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.
Lower testing threshold
We determined that for Revenue return before tax, a misstatement of less than materiality for the financial
statements as a whole, 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. As a result, we determined a lower testing
threshold for those items impacting revenue return of £172,000 (2021: £135,000) based on 5% of expenditure
(2021: 5%).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of
£92,000 (2021: £36,000). 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.
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
69Albion Technology & General VCT PLC
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.
Going
concern and
longer-term
viability
The Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified; and
The Directors’ explanation as to their assessment of the Company’s prospects, the period this
assessment covers and why the period is appropriate.
Other Code
provisions
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 committee.
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.
Strategic report
and Directors
report
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 the light of the knowledge and understanding of the Company and its environment obtained in
the course of the audit, we have not identified material misstatements in the strategic report or the
Directors’ report.
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.
Corporate
governance
statement
In our opinion, based on the work undertaken in the course of the audit the information about internal
control and risk management systems in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency
Rules sourcebook made by the Financial Conduct Authority (the FCA Rules), is consistent with the
financial statements and has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the
course of the audit, we have not identified material misstatements in this information.
In our opinion, based on the work undertaken in the course of the audit information about the
Company’s corporate governance code and practices and about its administrative, management and
supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
We have nothing to report arising from our responsibility to report if a corporate governance statement
has not been prepared by the Company.
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
Albion Technology & General VCT PLC 70
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, or returns adequate for our audit have not been
received from branches not visited by us; or
the financial statements and the part of the Directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
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 is 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”) and updated in February 2018 with consequential amendments and the applicable financial
reporting framework. We also considered the Company’s qualification as a VCT under UK tax legislation.
Our procedures 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 and those charged with governance relating to the existence of any non-
compliance with laws and regulations including fraud occurring within the Company and its operations;
Independent Auditor’s report to the members of Albion Technology & General VCT PLC
71Albion Technology & General VCT PLC
obtaining the VCT compliance reports prepared by management’s expert 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; and
reviewing minutes of board meetings and legal correspondence and invoices throughout the period for
instances of non-compliance with laws and regulations and fraud.
We assessed the susceptibility of the financial statement to material misstatement including fraud and considered
the fraud risk areas to be the valuation of unquoted investments and management override of controls.
Our tests included, but were not limited to:
The procedures set out in the Key Audit Matters section above;
Obtaining independent evidence to support the ownership of investments;
Recalculating investment management fees in total;
Obtaining independent confirmation of bank balances; and
Testing journals which met a defined risk criteria by agreeing to supporting documentation and evaluating
whether there was evidence of bias by the Investment Manager and Directors that represented a risk of
material misstatement due to fraud.
We also 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
6 April 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Company
information
and Financials
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
(Losses)/gains on investments 3 - (4,480) (4,480) - 21,527 21,527
Investment income 4 1,631 - 1,631 1,077 - 1,077
Investment Manager’s fees 5 (253) (2,541) (2,794) (235) (2,115) (2,350)
Other expenses 6 (658) - (658) (366) - (366)
(Loss)/profit on ordinary activities
before tax 720 (7,021) (6,301) 476 19,412 19,888
Tax charge on ordinary activities 8 - - - - - -
(Loss)/profit and total comprehensive
income attributable to shareholders 720 (7,021) (6,301) 476 19,412 19,888
Basic and diluted (loss)/profit per
share (pence)* 10 0.46 (4.51) (4.05) 0.37 14.93 15.30
*Adjusted for treasury shares
The accompanying notes on pages 77 to 92 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.
INCOME STATEMENT
73Albion Technology & General VCT PLC
INFORMATION
& FINANCIALS
31 December 2022 31 December 2021
Note £’000 £’000
Fixed asset investments 11 92,301 90,535
Current assets
Trade and other receivables 13 3,456 2,878
Cash in bank and in hand 26,594 14,361
30,050 17,239
Payables: amounts falling due within one year
Trade and other payables 14 (832) (780)
Net current assets 29,218 16,459
Total assets less current liabilities 121,519 106,994
Provisions falling due after one year 15 (272) -
Net assets 121,247 106,994
Equity attributable to equity holders
Called-up share capital 16 1,905 1,536
Share premium 5,534 52,687
Capital redemption reserve - 48
Unrealised capital reserve 24,828 33,469
Realised capital reserve 19,879 18,259
Other distributable reserve 69,101 995
Total equity shareholders’ funds 121,247 106,994
Basic and diluted net asset value per share (pence)* 17 72.92 80.65
*Excluding treasury shares
The accompanying notes on pages 77 to 92 form an integral part of these Financial Statements.
These Financial Statements were approved by the Board of Directors, and were authorised for issue on 6 April 2023 and were signed on its behalf by
Robin Archibald
Chairman
Company number: 04114310
BALANCE SHEET
Albion Technology & General VCT PLC 74
INFORMATION
& FINANCIALS
STATEMENT OF CHANGES IN EQUITY
Called-up
share
capital
Share
premium
Capital
redemption
reserve
Unrealised
capital
reserve
Realised
capital
reserve*
Other
distributable
reserve* Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
As at 1 January 2022 1,536 52,687 48 33,469 18,259 995 106,994
(Loss)/profit and total
comprehensive income for the
year - - - (6,498) (523) 720 (6,301)
Transfer of previously
unrealised gains on disposal
of investments - - - (2,143)
2,143 - -
Purchase of shares for treasury - - - - - (2,512) (2,512)
Issue of equity 369 29,943 - - - - 30,312
Cost of issue of equity - (739) - - - - (739)
Cancellation of share premium
and capital redemption reserve - (76,357) (48) - - 76,405 -
Dividends paid - - - - - (6,507) (6,507)
As at 31 December 2022 1,905 5,534 - 24,828 19,879 69,101 121,247
As at 1 January 2021 1,307 37,036 48 13,595 23,617 2,425 78,028
Profit/(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
*Included within these reserves are amounts of £31,907,000 (2021: £17,035,000) which are considered distributable. Over the next three years
an additional £50,403,000 will become distributable. This is due to the HMRC requirement that the Company cannot use capital raised in the
past three years to make a payment or distribution to shareholders. On 1 January 2023, £8,437,000 became distributable in line with this.
75Albion Technology & General VCT PLC
INFORMATION
& FINANCIALS
Year ended
31 December 2022
Year ended
31 December 2021
£’000 £’000
Cash flow from operating activities
Loan stock income received 1,199 674
Dividend income received 132 15
Deposit interest received 109 1
Investment management fee paid (2,586) (2,166)
Other cash payments (591) (373)
Corporation tax paid - -
Net cash flow from operating activities (1,737) (1,849)
Cash flow from investing activities
Purchase of fixed asset investments (16,108) (8,229)
Proceeds from disposals of fixed asset investments 9,530 3,910
Net cash flow from investing activities (6,578) (4,319)
Cash flow from financing activities
Issue of share capital 28,484 15,120
Cost of issue of equity (36) (37)
Dividends paid* (5,387) (4,099)
Purchase of own shares (2,513) (1,906)
Net cash flow from financing activities 20,548 9,078
Increase in cash in bank and in hand 12,233 2,910
Cash in bank and in hand at start of period 14,361 11,451
Cash in bank and in hand at end of period 26,594 14,361
*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
Reinvestment Scheme.
STATEMENT OF CASH FLOWS
Albion Technology & General VCT PLC 76
INFORMATION
& FINANCIALS
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 47.
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 2022 and further detail on the valuation
techniques used are outlined in note 2 below.
Company information can be found on page 4.
2. Accounting policies
Fixed 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% 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”).
NOTES TO THE FINANCIAL STATEMENTS
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, other valuation techniques
are employed to conclude on the fair value as of
the measurement 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
77Albion Technology & General VCT PLC
INFORMATION
& FINANCIALS
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.
Provisions falling due after one year
Provisions falling due after one year relate to the
performance incentive fee payable to the Manager. The
provision requires management to make judgements
and estimates under the Basis of Preparation. The
performance incentive fee provision is the best
estimate of the probable amounts payable in respect
of the five-year performance measurement period for
the performance incentive fee. The most significant
assumption when calculating this amount, is that
of future performance. This has been calculated by
reference to the Company’s five year rolling historic
returns and has been corroborated by a portfolio return
analysis using appropriate benchmarks.
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.
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:
90% of management fees and 100% of
performance incentive fees, if any, are allocated
to the realised capital reserve.
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 FRS 102. 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 deferred tax.
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.
Albion Technology & General VCT PLC 78
Notes to the Financial Statements
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 investments
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.
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.
3. (Losses)/gains on investments
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Unrealised (losses)/gains on fixed asset investments (6,498) 20,761
Realised gains on fixed asset investments 1,647 448
Unwinding of discount on deferred consideration 371 318
(4,480) 21,527
4. Investment income
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Loan stock interest 978 1,060
Dividend income 544 15
Bank deposit interest 109 2
1,631 1,077
79Albion Technology & General VCT PLC
Notes to the Financial Statements
5. Investment management fees
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Investment management fee charged to revenue 253 235
Investment management fee charged to capital 2,269 2,115
Total investment management fee 2,522 2,350
Movement in provision for performance incentive fee charged to capital 272 -
2,794 2,350
Further details of the Management Agreement under which the investment management fee and performance incentive fee are
paid are given in the Strategic report on page 19.
During the year, services of a total value of £2,522,000 (2021: £2,350,000) 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 £597,000 (2021: £660,000). The total annual running costs of the Company are capped
at an amount equal to 2.75% 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 nil as the running costs remained below
the cap (2021: reduced by £231,000).
A provision of £272,000 has been recognised based on the Directors’ best estimate and included in relation to potential
performance incentive fees which arise from performance to 31 December 2022, which would become payable over the periods
to 31 December 2026. The first payment will only become payable after the adoption of the accounts at the 2024 AGM based
on actual year end performance, in relation to the five-year period ending 31 December 2023. Further details can be found in
note 15.
During the year, the Company was not charged by Albion Capital Group LLP in respect of Patrick Reeve’s services as a Director
(2021: nil).
Albion Capital Group LLP, its partners and staff (including Patrick Reeve) held 1,596,085 Ordinary shares in the Company as at
31 December 2022.
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 2022, fees of £345,000 attributable to the investments of the Company were
received by Albion Capital Group LLP pursuant to these arrangements (2021: £207,000).
The Company has entered into an offer agreement relating to the Offers with the Company’s Manager, Albion Capital Group LLP
(“Albion”), pursuant to which Albion will receive a fee of 2.5% of the gross proceeds of the Offers and out of which Albion will pay
the costs of the Offers, as detailed in the Prospectus.
6. Other expenses
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Directors’ fees (including NIC) 104 111
Auditor’s remuneration for statutory audit services (excluding VAT) 48 38
Tax services 18 18
Other administrative expenses 488 199
658 366
Albion Technology & General VCT PLC 80
Notes to the Financial Statements
7. Directors’ fees
The amounts paid to and on behalf of the Directors during the year are as follows:
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
Directors’ fees 95 103
National insurance 9 8
104 111
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 61 to 64.
8. Tax on ordinary activities
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
UK corporation tax charge - -
Factors affecting the tax charge:
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
(Loss)/profit on ordinary activities before taxation (6,301) 19,888
Tax (credit)/charge on (loss)/profit at the average companies rate of 19%
(2021: 19%) (1,197) 3,779
Factors affecting the charge:
Non-taxable losses/(gains) 851 (4,090)
Income not taxable (103) (3)
Excess management expenses carried forward 449 314
- -
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% (2021: 19%). The differences are explained above. From April 2023 the Company’s rate of corporation tax will
increase in the UK from 19% to 25%.
Notes
(i) Venture Capital Trusts are not subject to corporation tax on capital gains.
(ii) T ax 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 £9,378,000 (2021: £7,063,000) that are available for offset against future profits. A
deferred tax asset of £2,345,000 (2021: £1,766,000) 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.
(iv) There is no expiry date on timing differences, unused tax losses or tax credits.
81Albion Technology & General VCT PLC
Notes to the Financial Statements
9. Dividends
Year ended
31 December 2022
£’000
Year ended
31 December 2021
£’000
First dividend of 2.02p per share paid on 30 June 2022 (30 June 2021: 1.73p per
share) 3,240 2,306
Second dividend of 1.97p per share paid on 30 December 2022 (31 December
2021: 1.95p per share) 3,267 2,590
6,507 4,896
In addition to the dividends summarised above, the Board has declared a first dividend for the year ending 31 December 2023
of 1.82 pence per share. The dividend will be paid on 30 June 2023 to shareholders on the register on 2 June 2023. The total
dividend will be approximately £3,252,000.
10. Basic and diluted return/(loss) per share
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
Profit/(loss) attributable to equity shares (£’000) 721 (7,022) (6,301) 476 19,412 19,888
Weighted average shares in issue (adjusted for
treasury shares)
155,471,219 130,014,383
Return/(loss) attributable per equity share (pence) 0.46 (4.51) (4.05) 0.37 14.93 15.30
The weighted average number of shares is calculated after adjusting for treasury shares of 24,236,401 (2021: 20,904,204).
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
Investments held at fair value through profit or loss
31 December 2022
£’000
31 December 2021
£’000
Unquoted equity and preference shares 74,217 70,209
Quoted equity 437 936
Unquoted loan stock 17,647 19,390
92,301 90,535
Albion Technology & General VCT PLC 82
Notes to the Financial Statements
31 December 2022
£’000
31 December 2021
£’000
Opening valuation 90,535 65,152
Purchases at cost 18,289 7,681
Disposal proceeds (11,451) (3,893)
Realised gains 1,647 448
Movement in loan stock accrued income (221) 386
Unrealised (losses)/gains (6,498) 20,761
Closing valuation 92,301 90,535
Movement in loan stock accrued income
Opening accumulated loan stock accrued income 473 87
Movement in loan stock accrued income (221) 386
Closing accumulated loan stock accrued income 252 473
Movement in unrealised gains
Opening accumulated unrealised gains 33,421 13,547
Transfer of previously unrealised gains to realised reserve on disposal of
investments (2,143) (887)
Movement in unrealised gains (6,498) 20,761
Closing accumulated unrealised gains 24,780 33,421
Historic cost basis
Opening book cost 56,641 51,518
Purchases at cost 18,289 7,681
Sales at cost (7,661) (2,558)
Closing book cost 67,269 56,641
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:
Valuation methodology
31 December 2022
£’000
31 December 2021
£’000
Cost and price of recent investment (calibrated and reviewed for impairment) 51,900 41,065
Revenue multiple 19,194 20,019
Third party valuation – discounted cash flow 10,428 9,987
Third party valuation – earnings multiple 8,019 7,017
Net assets 2,228 1,797
Bid Price 437 936
Discounted offer price 95 9,137
Earnings multiple - 577
92,301 90,535
83Albion Technology & General VCT PLC
Notes to the Financial Statements
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 background to the transaction is also considered when the price of investment may not be an
appropriate measure of fair value, for example, disproportionate dilution of existing investors from a new investor coming on
board or the market conditions at the time of investment no longer being a true reflection of fair value.
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.
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:
Change in valuation methodology (2021 to 2022)
Valuation at
31 December 2022
£’000 Explanatory note
Cost and price of recent investment (calibrated and
reviewed for impairment) to revenue multiple 1,912 More appropriate valuation methodology
Cost and price of recent investment (calibrated and
reviewed for impairment) to third party valuation –
earnings multiple 1,116 More appropriate valuation methodology
Cost and price of recent investment (calibrated and
reviewed for impairment) to discounted offer price 95 Based on recent offer price
Discounted offer price to revenue multiple 3,137 Sale not expected in the short term
Revenue multiple to cost and price of recent investment
(calibrated and reviewed for impairment) 4,322 Valuation based on recent funding round
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 2022.
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 FRS 102 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.
Albion Technology & General VCT PLC 84
Notes to the Financial Statements
Investments held at fair value through profit or loss (Level 3) had the following movements:
31 December 2022 31 December 2021
£’000 £’000
Opening balance 89,599 65,152
Purchases at cost 18,289 7,681
Disposals proceeds (11,288) (3,893)
Movement in loan stock accrued income (221) 386
Realised gains 1,708 448
Unrealised (losses)/gains (6,222) 20,129
Transfer to level 1 - (304)
Closing balance 91,865 89,599
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. 77% 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 86% of all the portfolio of investments. The main inputs considered for each type of valuation are as follows:
Valuation technique
Portfolio company
sector Input
Base
Case*
Change in
input
Change in
fair value of
investments
(£’000)
Change in
NAV (pence
per share)
Revenue multiple Healthcare (including
digital care)
Revenue
multiple
5.4x +0.5x 407 0.24
-0.5x (407) (0.24)
Third party valuation –
discounted cash flow
Renewable energy Discount
rate
5.5% +0.5% 58 0.04
-0.5% (53) (0.03)
Third party valuation –
earnings multiple
Other (including
education)
Earnings
multiple
22.5x +2.25x 400 0.24
-2.25x (400) (0.24)
*As detailed in the accounting policies on page 77, 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 £865,000 (1.2%) or
a decrease in the valuation of equity investments by £860,000 (1.2%).
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% of the nominal value of any class of the allotted shares in the following portfolio
companies as at 31 December 2022 as described below:
85Albion Technology & General VCT PLC
Notes to the Financial Statements
Company Registered postcode
Loss
before tax
£’000
Net
liabilities
£’000
Result for
year ended
% class and
share type
% total
voting rights
MHS 1 Limited EC1M 5QL, UK (1,017) (9,982)
31 August
2021
22.5%
Ordinary 22.5%
Premier Leisure
(Suffolk) Limited EC1M 5QL, UK n/a* (1,504)
31 August
2021
25.8%
Ordinary 25.8%
The Q Garden
Company Limited EC1M 5QL, UK n/a* (4,600)
31 August
2021
33.4% A
Ordinary 33.4%
*Filleted accounts which do not disclose this information.
13. Current assets
Trade and other receivables 31 December 2022
£’000
31 December 2021
£’000
Prepayments and accrued income 30 25
Other receivables 420 546
Deferred consideration under one year 416 88
Deferred consideration over one year 2,590 2,219
3,456 2,878
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 2022
£’000
31 December 2021
£’000
Trade payables 13 7
Accruals and deferred income 819 773
832 780
The Directors consider that the carrying amount of payables is not materially different to their fair value.
15. Provisions and significant estimates
31 December 2022
£’000
31 December 2021
£’000
Opening provision - -
Charged to profit and loss 272 -
Closing provision 272 -
Albion Technology & General VCT PLC 86
Notes to the Financial Statements
In accordance with the AIC SORP and FRS 102, a provision for a performance incentive fee (“PIF”) is required to be estimated
and accounted for in the financial statements. The PIF is calculated on a five-year rolling average performance basis, with a
5% hurdle applied to the opening net asset value each year, which is in line with our current dividend target. The first five year
performance period will take into account the audited results of the five years ending 31 December 2023.
Any PIF will only be paid on actual year end audited results, and this provision is the Board’s best estimate of the potential
obligation relating to the inclusion of realised performance from 1 January 2019 to 31 December 2022 in any future five-year
rolling period.
The most significant assumption when calculating this amount, is that of future performance. Audited financial results for the
period from 1 January 2019 to 31 December 2022 are included in the calculation; a forecast has been used for future years
assuming performance is achieved in line with the five year historic rolling average. The provision included in the financial
statements has been calculated on this basis and has been corroborated by a portfolio return analysis using appropriate
benchmarks.
The average return per annum over each rolling five year period since the Company’s inception in 2000 to the date of approval
of the new performance fee arrangements was 5.85%. This smooths the performance through the various economic events and
cycles seen since inception. This has resulted in a provision of £272,000 at 31 December 2022. The amount due at 31 December
2022 is nil (2021: nil).
16. Called-up share capital
Allotted, called-up and fully paid £’000
153,563,297 Ordinary shares of 1 penny each at 31 December 2021 1,536
36,947,257 Ordinary shares of 1 penny each issued during the year 369
190,510,554 Ordinary shares of 1 penny each at 31 December 2022 1,905
20,904,204 Ordinary shares of 1 penny each held in treasury at 31 December 2021 (209)
3,332,197 Ordinary shares of 1 penny each purchased for treasury during the year (33)
24,236,401 Ordinary shares of 1 penny each held in treasury at 31 December 2022 (242)
Voting rights of 166,274,153 Ordinary shares of 1 penny each at 31 December 2022 1,663
The Company purchased 3,332,197 Ordinary shares to be held in treasury (2021: 2,707,734) at a cost of £2,512,000 including
stamp duty (2021: £1,906,000) during the year ended 31 December 2022. Total share buy backs in 2022 represents 1.7%
(2021: 1.8%) of called-up share capital.
The Company holds a total of 24,236,401 shares (2021: 20,904,204) in treasury representing 12.7% (2021: 13.6%) of the issued
Ordinary share capital at 31 December 2022.
Under the terms of the Dividend Reinvestment Scheme, the following new Ordinary shares of nominal value 1 penny each were
allotted during the year:
Date of allotment
Number of
shares allotted
Aggregate
nominal value
of shares
(£’000)
Issue price
(pence per share)
Net invested
(£’000)
Opening
market price on
allotment date
(pence per share)
30 June 2022 715,031 7 80.03 554 76.50
30 December 2022 729,882 7 75.97 535 72.50
1,444,913 1,089
87Albion Technology & General VCT PLC
Notes to the Financial Statements
Under the terms of the Albion VCTs Prospectus Top Up Offers 2021/22, the following new Ordinary shares, of nominal value 1
penny each, were allotted during the year:
Date of allotment
Number
of shares
allotted
Aggregate
nominal value of
shares (£’000)
Issue price (pence
per share)
Net consideration
received (£’000)
Opening market
price on allotment
date (pence 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 23,414
Under the terms of the Albion VCTs Prospectus Top Up Offers 2022/23, the following new Ordinary shares, of nominal value 1
penny each, were allotted during the year:
Date of allotment
Number of shares
allotted
Aggregate
nominal value of
shares (£’000)
Issue price (pence
per share)
Net consideration
received (£’000)
Opening
market price on
allotment date
(pence per share)
2 December 2022 1,473,524 15 79.20 1,150 74.50
2 December 2022 273,558 3 79.60 213 74.50
2 December 2022 4,753,289 48 80.00 3,707 74.50
6,500,371 5,070
17. Basic and diluted net asset value per share
31 December 2022
(pence per share)
31 December 2021
(pence per share)
Basic and diluted net asset value per share 72.92 80.65
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 166,274,153 at 31 December 2022 (2021: 132,659,093).
Albion Technology & General VCT PLC 88
Notes to the Financial Statements
18. Capital and financial instruments risk management
The Company’s capital comprises Ordinary shares as described in note 16. The Company is permitted to buy back
its own shares for cancellation or treasury purposes.
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.
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 £92,301,000 (2021: £90,535,000). Fixed asset investments form 76% of the net asset value as at 31
December 2022 (2021: 85%).
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 7. 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.
89Albion Technology & General VCT PLC
Notes to the Financial Statements
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. In order to show the impact of sensitivity in market movements on the Company,
a 10% 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 £9,230,000. A 20% 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 £18,460,000.
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 investment
income for the year by approximately £205,000 (2021: £129,000). Furthermore, it was considered that a fall of
interest rates below current levels during the year would have been very unlikely.
The weighted average effective interest rate applied to the Company’s unquoted loan stock during the year
was approximately 6.7% (2021: 7.1%). The weighted average period to maturity for the unquoted loan stock is
approximately 3.7 years (2021: 3.4 years).
The Company’s financial assets and liabilities, all denominated in pounds sterling, consist of the following:
31 December 2022 31 December 2021
Fixed rate
£’000
Floating
rate
£’000
Non-
interest
bearing
£’000
Total
£’000
Fixed rate
£’000
Floating
rate
£’000
Non-
interest
bearing
£’000
Total
£’000
Unquoted equity - - 74,217 74,217 - - 70,209 70,209
Quoted equity - - 437 437 - - 936 936
Unquoted loan stock 15,884 - 1,764 17,648 18,700 - 690 19,390
Receivables* - - 3,426 3,426 - - 2,853 2,853
Current liabilities - - (832) (832) - - (780) (780)
Cash - 26,594 - 26,594 - 14,361 - 14,361
Total 15,884 26,594 79,012 121,490 18,700 14,361 73,908 106,969
*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 70.3% 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.
Albion Technology & General VCT PLC 90
Notes to the Financial Statements
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 2022 was limited to £17,647,000 (2021: £19,390,000)
of unquoted loan stock instruments, £26,594,000 (2021: £14,361,000) cash deposits with banks and £3,456,000
(2021: £2,878,000) of other receivables.
At the Balance sheet date, cash in bank and in hand held by the Company were held with Lloyds Bank plc, Scottish
Widows Bank plc (part of Lloyds Banking Group), Barclays Bank plc, Bank of Montreal, 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% of net asset value for any one counterparty.
The credit profile of unquoted loan stock is described under liquidity risk below.
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% of its adjusted capital and reserves
of the latest published audited Balance sheet, which amounts to £11,800,000 as at 31 December 2022 (2021:
£10,373,000).
The Company has no committed borrowing facilities as at 31 December 2022 (2021: £nil). The Company had
cash balances of £26,594,000 (2021: £14,361,000). 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. The Company’s financial liabilities which are short term in nature total
£832,000 as at 31 December 2022 (2021: £780,000).
The carrying value of loan stock investments analysed by expected maturity dates is as follows:
31 December 2022 31 December 2021
Redemption date
Fully
performing
£’000
Valued
below cost
£’000
Past due
£’000
Total
£’000
Fully
performing
£’000
Valued
below cost
£’000
Past due
£’000
Total
£’000
Less than one year 5,390 - 4,054 9,444 4,436 2,746 620 7,802
1-2 years 3,369 - 63 3,432 195 1 - 196
2-3 years 117 - - 117 3,571 6 64 3,641
3-5 years 478 - - 478 4,525 - - 4,525
5+ years 3,724 - 452 4,176 2,871 - 355 3,226
Total 13,078 - 4,569 17,647 15,598 2,753 1,039 19,390
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 £26,000 (2021: £3,743,000).
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.
91Albion Technology & General VCT PLC
Notes to the Financial Statements
Fair values of financial assets and financial liabilities
All the Company’s financial assets and liabilities as at 31 December 2022 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.
19. Commitments and contingencies
The Company had no financial commitments in respect of investments as at 31 December 2022 (2021: nil).
There were no contingent liabilities or guarantees given by the Company as at 31 December 2022 (2021: nil).
20. Post balance sheet events
Since the year end, the Company has not made any material investment transactions.
On 2 March 2023, a NAV update was announced with a 4.63 pence per share uplift, representing a 6.35% increase
on the 31 December 2022 NAV. This uplift is a result of a portfolio company, Quantexa, undergoing an external
fundraising process after the year end. This was not known at 31 December 2022 and therefore this is a non
adjusting post balance sheet event. This transaction has since completed and was announced by Quantexa on
4 April 2023.
The Company issued the following new Ordinary shares of nominal value 1 penny each under the Albion VCTs’
Prospectus Top Up Offers 2022/23:
Date of allotment
Number of
shares allotted
Aggregate
nominal value
of shares
(£’000)
Issue price
(pence per
share)
Net
consideration
received
(£’000)
Opening market
price on
allotment date
(pence per share)
31 March 2023 12,395,704 124 79.60 9,621 74.00
21. 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 61 to 64, and that disclosed above, there are no other related party
transactions requiring disclosure.
Albion Technology & General VCT PLC 92
Notes to the Financial Statements
NOTICE OF ANNUAL GENERAL MEETING
SHAREHOLDERS SHOULD TAKE NOTE THAT THIS WILL BE A VIRTUAL 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 virtually at noon on 6 June 2023 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 and 11 as special resolutions.
Ordinary Business
1. To receive and adopt the Company’s accounts for the year ended 31 December 2022 together with the
Strategic report and the reports of the Directors and Auditor.
2. To approve the Directors’ remuneration policy.
3. To approve the Directors’ remuneration report for the year ended 31 December 2022.
4. To re-elect Margaret Payn as a Director of the Company.
5. To re-elect Patrick Reeve as a Director of the Company.
6. To elect Clive Richardson 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
£405,813 (representing approximately 20% 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.
93Albion Technology & General VCT PLC
INFORMATION
& FINANCIALS
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 30,415,648
shares or, if lower, such number of Ordinary shares representing 14.99% 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;
(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) 105% 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.
By Order of the Board
Albion Capital Group LLP
Company Secretary
Registered office
1 Benjamin Street
London, EC1M 5QL
6 April 2023
Albion Technology & General VCT PLC is registered in England and Wales with number 04114310
Albion Technology & General VCT PLC 94
Notice of Annual General Meeting
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. 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 noon on 2 June 2023.
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 noon on 2 June 2023 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.
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 noon on 2 June 2023 (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 noon on 2 June 2023. 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
95Albion Technology & General VCT PLC
Notice of Annual General Meeting
of the CREST member 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 5 April 2023 being the latest practicable date prior to the publication of this Notice, the Company’s issued
share capital consists of 202,906,258 Ordinary shares with a nominal value of 1 penny each. The Company also
holds 24,236,401 Ordinary shares in treasury. Therefore, the total voting rights in the Company as at 5 April 2023 are
178,669,857.
Albion Technology & General VCT PLC 96
Notice of Annual General Meeting