Finely crafted investments
Amati AIM VCT plc
Annual Report &
Financial Statements
For the year ended 31 January 2023
Company Registration No. 04138683
OUR STRATEGY
The investment objective of
the Company is to generate
tax free capital gains and
income on investors’ funds
through investments primarily
in AIM-traded companies.
DIVIDEND POLICY
The Board aims to pay
annual dividends of around
5% of the Company’s
Net Asset Value at its
immediately preceding
financial year end, subject to
distributable reserves and
cash resources, and with the
authority to increase or
decrease this level at the
Directors’ discretion.
Company Registration No. 04138683
This document is important. Shareholders who are in any doubt as
to what action to take should consult an appropriate independent
adviser. If you have sold or transferred all your shares in the
Company, this document should be passed to the person through
whom the sale or transfer was effected for transmission to the
purchaser or transferee.
Amati AIM VCT plc
Highlights
Key data
For the year ended 31 January 2023
Highlights 1
Strategic Report
Chairman’s Statement 4
Fund Manager’s Review 7
Fund Manager Biographies 12
Investment Portfolio 14
Investment Policy, Investment
Objectives and Investment Strategy 18
Fund Management and
Key Contracts 20
Principal and Emerging Risks 21
Section 172 Statement 25
Other Matters 29
Reports from the Directors
Board of Directors 31
Directors’ Report 32
Statement of Corporate
Governance 36
Report of the Audit Committee 40
Directors’ Remuneration Report 43
Statement of Directors
Responsibilities 47
Independent Auditors Report to
the Members of Amati AIM VCT plc 48
Financial Statements
Income Statement 55
Statement of Changes in Equity 56
Balance Sheet 58
Statement of Cash Flows 59
Notes to the Financial Statements 60
Information for Shareholders
Shareholder Information 76
Alternative Performance Measures 77
Notice of Annual General Meeting 79
Corporate Information 85
31/01/23 31/01/22
Net Asset Value (“NAV”) £201.3m £247.1m
Shares in issue 151,548,993 136,720,797
NAV per share† 132.8p 180.7p
Share price 123.5p 166.5p
Market capitalisation £187.2m £227.6m
Share price discount to NAV† 7.0% 7.9%
NAV Total Return for the year
(assuming re-invested dividends)† -22.2% -7.5%
Numis Alternative Markets
Total Return Index* -20.7% -3.5%
Ongoing charges**† 1.9% 1.9%
Dividends paid and declared
in respect of the year 7.0p 9.0p
NAV Total return
for the year
-22.2%
£12.4m
invested in qualifying
holdings during the year
7.0%
Discount to NAV
Year end
Net Asset Value per share
132.8p
* Numis Alternative Markets Index is included as a comparator benchmark for performance as this index
includes all companies listed on qualifying UK alternative markets.
** Ongoing charges calculated in accordance with the Association of Investment Companies’ (AIC’s”)
guidance.
*** Dividend yield based on year end NAV.
See Alternative Performance Measures on pages 77 and 78.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
1
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
1.9%
Ongoing charges**†
5.3%
Dividend yield***
Amati AIM VCT plc
Annual Report & Financial Statements 2023
2
Table of investor returns
to 31 January 2023
Numis
NAV Total Alternative
Return with Markets
dividends Total
From Date re-invested Return Index
NAV following re-launch of the VCT under
management of Amati Global Investors (“Amati”) 9 November 2011* 139.6% 31.0%
NAV following appointment of Amati
as Manager of the VCT, which was known
as ViCTory VCT at the time 25 March 2010 151.4% 34.6%
* Date of the share capital reconstruction when the NAV was rebased to approximately 100p per share.
A table of historic returns is included on page 76.
Highlights
Dividends paid and declared
Dividend history
Since the re-launch of the VCT under the management of Amati Global Investors*
Total Cumulative
dividends dividends
per share** per share
Year ended 31 January pp
2011 4.74 4.74
2012 5.50 10.24
2013 6.00 16.24
2014 6.75 22.99
2015 6.25 29.24
2016 6.25 35.49
2017 7.00 42.49
2018 8.50 50.99
2019 7.50 58.49
2020 7.75 66.24
2021 10.50 76.74
2022 9.00 85.74
2023 7.00 92.74
* On 25 March 2010 Amati Global Investors was appointed as Manager of ViCTory VCT. On 8 November 2011 Invesco Perpetual AIM VCT merged with ViCTory VCT and
the name was changed to Amati VCT 2. On 4 May 2018 the Company merged with Amati VCT and the name was changed to Amati AIM VCT.
** Total dividends per share are the declared dividends of the financial year.
2023 total dividends
per share
7.0p
5.3% of NAV
Cumulative
dividends per share
92.74p
h
22.2%
25/03/10
25/03/11
25/03/12
25/03/13
25/03/14
25/03/15
25/03/16
25/03/17
25/03/18
25/03/19
25/03/20
25/03/21
31/03/22
400
350
300
250
200
150
100
50
Since Invesco
Perpetual Merger
into Amati VCT 2
Since Amati VCT
Merger into
Amati AIM VCT
Amati AIM VCT NAV
Total Return
(rebased to 100)
Numis Alternative
Markets Total Return
Index (rebased to 100)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
3
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
31/1/01
31/1/02
31/1/03
31/1/04
31/1/05
31/1/06
31/1/07
31/1/08
31/1/09
31/1/10
31/1/11
31/1/12
31/1/13
31/1/14
31/1/15
31/1/16
31/1/17
31/1/18
31/1/19
31/1/20
31/1/21
31/1/22
31/1/23
210
190
170
150
130
110
90
70
50
30
Amati AIM VCT NAV Total
Return (rebased to 100)
Numis Alternative Markets
Total Return Index
(rebased to 100)
Historic performance
Amati AIM VCT NAV Total Return and Numis
Alternative Markets Total Return Index from
inception of fund to 31 January 2023
Fund performance
Amati AIM VCT NAV Total Return and Numis
Alternative Markets Total Return Index from change
of Manager on 19 March 2010 (first Net Asset Value
calculated on 25 March 2010) to 31 January 2023
Amati AIM VCT plc
Annual Report & Financial Statements 2023
4
Fiona Wollocombe
Chairman
This report has been prepared by
the Directors in accordance with
the requirements of Section 414A
of the Companies Act 2006.
Overview and Investment Performance
The Russian invasion of Ukraine caused a steep fall in
the valuations of businesses and many other different
types of assets in 2022. This resulted in an inflation
shock and a sharp rise in interest rates in all Western
economies. The overall market environment s one of
de-rating for profitable businesses, pressure on sales
growth and margins and withdrawal of investor
appetite for early-stage companies, especially where
there is a risk of requiring more cash. The NAV Total
Return for the period fell by 22.2%, which compares
to a fall in the Numis Alternative Markets Total Return
Index of 20.7%. The bright spots were mostly around
bid targets and one or two of the top holdings, like
Keywords, which saw good growth continuing
through turbulent times.
It was a particularly difficult year for smaller
companies and especially so for early-stage
businesses still working their way through scale-up
to profitability. Amati AIM VCT’s portfolio has a
combination of some long-standing holdings
which have matured into profitable medium-sized
enterprises, and those which are still in the scale-up
stage. 2022 was also one of the leanest years for VCT
qualifying investments on AIM that we have seen.
Having had a positive start to the first half, investing
£9.4m in qualifying investments, the number of fund
raisings on AIM fell further following the disastrous
mini-budget in September, and as a result only a
further £3m was invested, making £12.4m for the year
as a whole. Of this, £3m was in a pre-IPO investment,
Chorus Intelligence. This was a difficult period for any
company trying to commercialise innovative products
and services, regardless of how significant they are.
In the medical arena, problems also arose from a
slowdown at the FDA (the US medicines regulator)
resulting from the pandemic-imposed switch to
working from home, which resulted in the delay of
many crucial product and drug approvals, including
those from companies in our portfolio, such as Amryt
Pharma (now bid for) and Polarean. For others, like
Creo Medical, the pandemic meant two years of
expensive lost time, as they were unable to train
doctors in using their approved devices. A number
of our newer investments are involved in energy
transition where the move away from fossil fuels
required to avert climate change, necessitates an
extra-ordinary scale of industrial change over the
coming decades. Rarely is the journey to
commercialisation smooth, and heightened stock
market nerves have taken valuations down hard and
made access to new capital expensive. However,
those companies that can make it through this sifting
period intact are likely to emerge much stronger.
The negative market sentiment, which has been
particularly acute in the second half of the year,
reflects the widening gap between the kinds of
companies which can raise VCT qualifying investment
and those which have the scale and significance
to afford the ever-increasing costs of going through
an IPO process. A more detailed analysis is provided
in the Fund Manager’s Review.
Strategic Report
Chairmans Statement
Amati AIM VCT plc
Annual Report & Financial Statements 2023
5
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Corporate Developments
In February, before the Russian invasion of Ukraine,
the Company raised £25m under the Prospectus Offer
which had opened on 30 July 2021. At the time the
decision was made to raise the further funds it
appeared that the availability of qualifying investment
opportunities on AIM was likely to remain strong in
2022. However, the sharp falls in the valuations of
growth companies and the heightened level of
uncertainty resulting from Russia’s war on Ukraine
put many AIM fundraising plans on hold. The amount
invested in the first half of the year was low compared
to prior expectations, but fell further again in the
second half as fund raising on AIM all but ground to
a halt. Meanwhile, the bids that were received for
three holdings during the year have also served to
increase cash resources. For this reason, the Board
took the decision not to raise any further funds in
the 2022/23 tax year. The cash position at the end
of the period was £59.6m.
The Manager will continue to invest primarily in
companies on AIM. Where the Manager invests
in an unquoted company this will still be with the
expectation that the company is likely to list on
AIM or Aquis. In reality however it is possible that
the investment may be realised via a trade sale.
VCT Legislation
The current VCT legislation contains a “Sunset Clause
which effectively brings income tax relief to an end for
new subscriptions after 5 April 2025. This was agreed
in 2015 to secure ongoing EU approval of the VCT and
EIS schemes, which have been a crucial source of
funding for new and innovative businesses in the UK.
It has always been the case that the extension of the
scheme was bound up with resolving issues around
the Northern Ireland Protocol and potentially achieving
a further ratification of the schemes from the EU, so
that they can also continue to operate in Northern
Ireland after 2025. With the publication of the
Windsor Framework on 27 February, removal of the
Sunset Clause is now solely within the control of HM
Treasury. As the Chancellor of the Exchequer has
previously set out an intention to continue the scheme,
we currently await further clarity on the details.
Dividend
The Board aims to pay annual dividends of around 5%
of the Company’s Net Asset Value at its immediately
preceding financial year end, subject to the Company’s
distributable reserves and cash resources, and with
the authority to increase or decrease this level at the
Directors’ discretion.
As at 31 January 2023 the net asset value per share
was 132.8p. In line with this, the Board is proposing a
final dividend of 3.5p per share, to be paid on 21 July
2023 to shareholders on the register on 16 June 2023.
When added to the interim dividend of 3.5p per share,
this would make total dividends for the year 7.0p per
share, which is 5.3% of year end NAV.
The Board would like to remind shareholders that,
as reported in the Interim Report, the company has
moved to paying all cash dividends by bank transfer,
rather than by cheque and details are provided in
Shareholder Information on page 76.
The last day for the Dividend Re-investment Scheme
(“DRIS”) elections will be 30 June 2023. The Board
would also like to remind shareholders that the DRIS
allows shareholders to use their dividends to buy
new shares issued by the Company on the dividend
payment date priced at the most recently published
NAV per share. Shares issued by the DRIS, being new
shares, have the same tax reliefs as shares bought in
our standard share offers. The only difference is that
they do not have to meet the requirement to be bought
more than six months before or after any share sales,
so income tax relief can be claimed on them at 30% of
the subscription value regardless of any share sales
made, provided that the other standard tests are met,
such as not investing more than £200,000 in VCT
shares in any one tax year, whether through an Offer
or on the market. If you wish to join the DRIS please
contact the Company’s registrar.
Annual General Meeting (“AGM”)
The AGM this year will be held at Barber-Surgeons
Hall, Monkwell Square, Wood Street, London EC2Y
5BL starting at 2pm on Thursday 15 June 2023. This
will be followed by presentations from the Manager
and investee companies. Details are being sent to
you with this report.
The Notice of AGM is set out on pages 79 to 84 of
this report.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
6
The Board recognises that the Company’s AGM
represents an important forum for shareholders to
put questions to the Directors, to express their views
on governance and to become fully informed about
matters relating to the AGM resolutions. It
understands that attending in person may not be
possible for all shareholders who wish to attend.
Therefore, the Company intends to also make
available a live stream facility to allow shareholders
to watch and listen to the AGM and the Investor
Event which follows. If shareholders wish to use this
facility, please register your interest by emailing
info@amatiglobal.com and shortly ahead of the
event the Company’s Manager will post a link and
instructions on how to join the event on its homepage
at www.amatiglobal.com. Shareholders watching the
AGM will not be counted towards the quorum of the
meeting and will not be able to participate in the
formal business of the meeting, including asking
questions and voting on the day. The Board
encourages shareholders to engage with the Board
and the Company’s Manager. In addition to asking
questions at the AGM, shareholders can email any
questions they may have either on the business of the
AGM to info@amatiglobal.com by 9 June 2023. The
Company’s Manager will publish questions together
with answers on the page dedicated to the AGM on
the Manager’s website prior to the AGM being held.
The Company’s Manager will reply to any individual
shareholder questions submitted by the deadline of
9 June 2023, before the AGM.
Outlook
The portfolio contains a diverse range of well-
resourced companies, mostly with high barriers
to entry derived from intellectual property and
specialist skills. The early-stage companies, even
with good cash resources addressing potentially large
markets, have not been immune to de-ratings. Some
more mature investments have been held for long
periods with low levels of debt. Most of these should
be well placed to perform in continuing difficult
economic conditions.
We have a strong incentive to be long term investors,
as if we exit positions in more mature companies the
VCT rules on investing do not allow us to buy them
back again. Also, under the VCT rules, even during
periods of market correction, VCTs are prohibited
from buying more shares in their existing qualifying
holdings, unless they are able to do so as a further
qualifying investment at a point when new shares
are being issued. It might be reasonable to expect
that the more challenging market conditions allow
us to make new investments at lower valuations but,
as noted above, this has been one of the leanest years
on record for AIM listings. That said there are some
bright spots on the horizon with new and exciting
potential AIM listings.
We are by no means resistant to market shocks,
be they banking issues or valuation scares, but we
remain optimistic that the portfolio is robust for the
longer term with plenty of embedded value waiting
to see the light of day.
Fiona Wollocombe
Chairman
17 April 2023
For any matters relating to your shareholding in
the Company, dividend payments, or the Dividend
Re-investment Scheme, please contact The City
Partnership on 01484 240 910, or by email at
registrars@city.uk.com For any other matters
please contact Amati Global Investors (“Amati”) on
0131 503 9115 or by email at info@amatiglobal.com.
Amati maintains an informative website for the
Company – www.amatiglobal.com – on which
monthly investment updates, performance
information, and past company reports can be found.
Chairman’s Statement (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
7
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Market Review
It has been a painful twelve-month period,
with investors having to deal with a
number of seismic events including the
Russian invasion of Ukraine, surging global
inflation, rising interest rates and ongoing
fears of recession. As if these weren’t
enough, we have also seen extreme
volatility in many commodities, most
notably in natural gas and agriculture.
This heady mix of concerns led to meaningful declines
across many asset classes, with both equities and
government bonds falling simultaneously in most key
markets. In equity markets the key trends were large
falls in highly valued growth sectors such as technology,
offset by a return to form in deeper value sectors such
as oil and banking. Smaller companies fared far worse
than larger companies as fund redemptions and
economic concerns badly impacted liquidity.
The defining event of 2022 was the Russian invasion of
Ukraine in February with the subsequent devastation
and economic upheaval having profound repercussions
for investors. We now live in a world where ideological
divisions have become a chasm and where decades of
global economic integration are beginning to unravel,
leading to insecurity of supply in numerous key
commodities. However, despite initially sharp price
increases post the invasion until late summer, we have
seen some welcome respite in gas prices in Europe more
recently, where a mild winter and adequate storage has
led to year-on-year prices actually declining. A similar
dynamic has impacted oil markets, with crude prices
falling during the year under review. At this point there
appears no obvious end in sight to hostilities in Ukraine
and investors have had to attune to a world which
may remain divided for some time. The ongoing Chinese
rhetoric regarding Taiwan also suggests that the world
has become a more dangerous place.
The economic adjustments have been rapid with
inflation across the US, the EU and UK reaching multi-
decade highs towards the end of 2022, leading to
sharp spikes in interest rates across the developed
world. There is considerable debate about how
persistent this inflation will be, but it seems reasonable
to assume that it will remain well above central bank
targets for some time, leading to a period of more
normalised interest rates too. In 2023 we have entered
a phase of earnings downgrades, initially led by
companies highly exposed to consumer spending
but increasingly impacting other sectors. Recession
appears likely now across most of the major economies.
Again, the debate here is one of the depth and length
of any downturn.
Closer to home, we have had specific problems to deal
with in the UK. Political instability has risen dramatically
as a result of the ongoing impact of Brexit and the
chaos of having three prime ministers within a period of
months. Whilst it is comforting to see some economic
stability in recent months, the road ahead remains
difficult regardless of political colour and growth is
likely to remain elusive.
It was a disappointing year for smaller company
investors with the Numis Smaller Companies plus
AIM (excluding Investment Companies) Index falling
by 12.4%. Things were even worse for the Numis
Alternative Markets Total Return Index, which fell by
20.7%. This was materially below the Numis Large
Cap index which rose by 7.4%, driven by big gains
in oil, banking and consumer staples.
More recently, we have begun to see some signs of
market recovery as sterling has stabilised and investors
price in a peak in interest rates. UK company valuations
remain modest by international standards and within this
broad universe, smaller companies appear particularly
undervalued. We would expect to see increased takeover
activity in UK quoted companies which should begin to
provide support for markets overall.
Performance Review
The VCT’s NAV Total Return for the period was -22.2%.
This slightly underperformed the benchmark Numis
Alternative Markets Total Return Index, which fell
by 20.7%. The negative trends in the overall market
impacted the portfolio both through a de-rating of
early-stage business risk, a heightened concern over
any potential balance sheet issues, and a more difficult
operating environment as recession fears and
consumer retrenchment swept through many sectors.
The biggest gains were from companies that were
acquired and those which managed to continue to grow
earnings in the face of the turbulent economic backdrop
or recovered from weaker trading during the pandemic.
Three companies received bids during the period.
Ideagen, a leader in regulatory and compliance
software, which received an all-cash bid from private
equity investor HgCapital, was the first. This
represented a 52% premium to the share price on the
prior business day, and an overall investment return of
just under 14x average in-cost in December 2012. The
next was Diurnal, a rare endocrine disease specialist,
Fund Managers Review
Amati AIM VCT plc
Annual Report & Financial Statements 2023
8
share and through acquisitions. Much debate has
surrounded the strength of game developers in the
wake of the waning trend of higher game play since
the end of lock-down. So far, Keywords has not suffered
the same impact. This is likely due to its diversified and
broad client list, which includes 23 out of the top 25
gaming companies as well as the entire top 10 of mobile
games companies. Furthermore, a slowing games
market may be encouraging greater outsourcing.
AB Dynamics, the designer and supplier of advanced
testing and simulation products to the automotive
industry, recovered to rise 23% in the period, having
fallen in the prior year. Despite the impact of supply
chain constraints and inflationary pressures,
performance was strong in the period reflecting the
ongoing pressure on car manufacturers to continue their
development of electric vehicles. The company also saw
the benefits of the integration of VadoTech, a provider
of vehicle and subsystem testing. VadoTech boosts
AB Dynamics’ recurring revenue by increasing sales
of software, service and support contracts. Velocity
Composites, a supplier of composite material kits to the
aerospace industry, rose 180% in the period after the
announcement of a transformational contract from GKN
Aerospace worth $100m over 5-years. The contract will
see the company produce a range of high-performance
composites across military, civil and business jet
programmes from a new manufacturing site in the US.
On the negative side, one of last year’s most positive
performers, Saietta Group, which designs and
manufactures electric-drive (e-drive) systems, fell by
77% during the period, reflecting the change in market
sentiment to early-stage businesses. In many ways the
company made remarkable operational progress during
the year, laying the foundations for significant growth in
2023 and beyond. Saietta secured a manufacturing site in
Sunderland and a co-development and commercialisation
deal with ConMet, a major global manufacturer and
supplier of truck components to Ford, Volvo and Daimler.
In addition, the company signed a development deal with
one of the largest original equipment manufacturers
operating in India. The company is now focused on
finalising designs and scaling up manufacturing to
deliver revenues from these agreements.
Some other large holdings also suffered. Frontier
Developments, a leading developer and publisher of
videogames, fell by a similar amount. Interim results
covering the key Christmas 2022 season revealed that
several games titles had failed to meet expectations
despite in-line performance earlier in the year. Lower
growth is now projected into next year. Management is
also reviewing the returns achieved by its “Frontier
which fell 49% as lower sales growth, due to an
unexpected adverse opinion from the Scottish Medicines
Consortium, pushed back forecasts for profitability.
Ultimately the company was acquired in November by
Neurocrine Inc, a US-based neurological and endocrine
related disease biopharma. Neurocrine’s all-cash offer
of 27.5p per share was at a premium of 114% to prior
trading day closing price, but 40% below our average
in-cost. We supported this transaction for two reasons.
Firstly, the path forward for Diurnal as an independent
company looked uncertain due to sub-scale resources
and thus commercial reach. Secondly Neurocrine’s
proposal indicated it would be a good steward of the
assets in which we had invested as Diurnal would
receive further investment in its infrastructure, pipeline
and commercial products. The last was Amryt Pharma,
a commercial stage rare disease specialty pharma.
It rose 44% on the back of a bid in January 2023 from
Italian family-owned peer, Chiesi Farmaceutici. Amryt
Pharma management has recommended the takeover,
which comes at a 107% premium to the prior closing
price, and the transaction is due to close in the first half
of this year. Having originally invested in 2017, our
return will be just over 2x cost.
Two of the risers during the year were in the field of
custom electronics. Ensilica, a new holding which we
invested in through its IPO in May, rose 94%. The
company specialises in Application Specific Integrated
Circuits (ASICs), which are custom designed as compared
to standardised off-the-shelf chips. The company issued
positive news flow throughout the period regarding new
customer wins. These were punctuated by a very large
win ($30m over seven years) for the design and supply of
an ASIC for industrial and factory automation to a leading
European industrial original equipment manufacturer.
Following maiden results, Ensilica upgraded expectations
for its new financial year. Solid State, a custom
electronics supplier to commercial, industrial and defence
markets, rose 24%. Key events in the period included
strong results which led to upgraded expectations plus
a well-received acquisition of US based Custom Power,
an expert in battery systems. Another recent IPO,
Aurrigo, a provider of electronic control systems to the
automotive industry, which has developed a range of
autonomous vehicles specifically for airports, also
performed strongly since float.
Other positive contributors included a number of long-
established holdings. Keywords, the technical and
creative services provider to the global video games
and entertainment industry, rose 13% to become the
largest holding in the portfolio. In the period, Keywords
continued its track record of growing by taking market
Fund Manager’s Review (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
9
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Foundry” games publishing label. Polarean, a medical
imaging company, fell 31% over the year. Polarean has
been developing a clinically transformational lung
imaging technology, however its regulatory submission
fell foul of FDA delays caused by the pandemic which
were still being felt in 2022. The FDA is majority funded
by the US government and is assessed by the number
of on-time decisions. Where they might miss a deadline,
the FDA can either delay a decision or issue a complete
response letter (CRL). Delays are the FDA’s responsibility,
but CRLs are the application sponsor’s responsibility. It is
no coincidence that in 2022 the number of CRLs reached
new heights as a proportion of FDA approvals at more
than 30%. Polarean received final approval in December
2022 more than a year after its original decision date,
with the delay having a significant impact on its
commercial plan and cash reserves. GB Group, a
specialist in digital location, identity verification and fraud
software, fell 46% in the period after a solid pandemic
performance. There was continued fallout from the
poorly received acquisition of Acuant, a specialist in
biometric and document verification. In addition, activity
in cryptocurrency identity verification fell away as
sentiment soured, while the highly publicised bankruptcy
of the FTX crypto exchange brought the risks in this area
into sharp relief. In the period, private equity group GTCR
announced it was considering an all-cash approach for
the company. While the shares rallied at this point,
GTCR then stepped away from the transaction. Water
Intelligence, a multi-national leak detection and
remediation company, fell 33% over the period
despite solid financial and operational performance.
Fallers included two other healthcare companies.
Aptamer, a developer of aptamer and optimer binders for
the life sciences industry, fell 71% over the period. During
2022, market sentiment turned against loss making
companies, and the company felt the effects of this
despite trading continuing as expected. However, an
update in early January has pointed to a deterioration in
end-markets and customers either delaying project starts
or extending decision making cycles. Whilst expectations
have been re-set, no order or project has been cancelled
and the company continues to add to its pipeline. Angle,
a liquid biopsy company, finally received FDA approval
in May for its Parsortix device. However, the pace of
commercialisation has been slower than market
expectations. A trading update in early January pointed
to slower sales conversion than had been hoped for
based on the depth of the pipeline and shares fell 74%.
There were three real disappointments amongst the
newer holdings. Flylogix, which established a methane
emissions detection service for North Sea oil and gas
companies using drones, found good demand from
customers, but proved unable to establish reliable
and consistent operations, so had to be substantially
written down. Glantus, a provider of accounts payable
automation and analytics, had a disastrous start to life
as a public company, with a badly handled company
re-organisation to move back office functions to Costa
Rica, albeit a move which will drive value in the longer
run. The poor handling led to a sharp fall in revenues
during the process, which is now complete. However,
the losses, combined with gearing in the company led
to a dramatic fall in the share price. Clean Power
Hydrogen (“CPH2”), which is commercialising a
membrane free electrolyser technology, has delayed
the launch of its product due to design flaws emerging
during the commissioning process of the first units.
Portfolio Activity
The Company made five new investments and four
follow-on investments during the period. The new
investments comprised four Initial Public Offerings
(“IPOs”), and one pre-IPO investment.
The IPOs in the first part of the year were CPH2
and Strip Tinning (“ST”), which have so far been
disappointing investments, and EnSilica, which has
performed strongly. The CPH2 electrolyser design
avoids the problem of thin membrane degradation in
PEM (proton-electrolyte membrane) electrolysers, which
limits useful life, but at the cost of needing to manage
the mixed gasses through a cryogenic circuit for
separation. Key advantages of the CPH2 system include
long system life, 40% less water usage, high purity
levels of the output gasses, and the avoidance of
expensive process catalysts. These benefits should
make CPH2’s system cost competitive at low volumes.
Unfortunately, during commissioning of the initial scaled
up units, the company uncovered some design issues,
which have required a period of further engineering
and design work, delaying the company’s progress.
ST is a market leader in the provision of high-performance
electronic connector products and design services to the
automotive industry. It manufactures flexible printed
circuit, flat foil, cable and busbar connectors, which
are used in car heating and lighting applications. This
business dates back to the 1950s and ST has very long-
term relationships with vehicle manufacturers and prime
contractors, which positions it well for expansion into
growth markets. The company floated to raise funding for
two opportunities. Firstly, the growing demand for more
sophisticated connectors driven by greater functionality
being embedded into automotive glazing. This will involve
invisible heating, rain and autonomous driving sensors,
Amati AIM VCT plc
Annual Report & Financial Statements 2023
10
cameras, opacity controls, heads-up displays and virtual
reality. Secondly, ST is at the forefront of next generation
lightweight battery connectors to replace heavy wiring
harnesses for both electric vehicles and fuel drivetrains.
With both glazing and electric vehicle battery connectors,
ST is exposed to the major future drivers of automotive
development. However trading since flotation has been
impacted by volume weakness within the industry
caused by ongoing component shortages along with
manufacturing cost inflation and some contract
cancellations.
EnSilica is a company which specialises in the design
of Application Specific Integrated Circuits (ASICs), which
are chips built for a specific use in electronic equipment.
EnSilica’s customers range across the automotive,
industrial, satellite and healthcare sectors, which
offer faster growth than more saturated areas such
as computing, mobiles and consumer electronics.
Structural drivers include autonomous sensors, satellite
connectivity, industrial Internet-of-Things and Artificial
Intelligence, wearable healthcare and 5G telecoms.
Over 20 years EnSilica has evolved from pure design
consultancy services into Design and Outsourced
Supply (D&S), so that it now captures extra margin. D&S
is growing strongly, and EnSilica floated to scale up its
capacity. Global investment in semiconductor fabrication
is based on new wafer technology which requires ASIC
redesign, and the experience of standardised chip
shortages is encouraging an industry shift to
customised ASICs which have more robust supply
chains. Over the past year there has been a heightened
recognition of the importance of the UK retaining its own
silicon chip capabilities and expertise, and EnSilica’s
success plays an important part in this.
In the second half of the period the number of qualifying
investment opportunities on AIM dropped sharply and we
made only one new investment, which was in the IPO of
Aurrigo. The company raised funds to further progress
development and initial roll-out of its autonomous vehicle
technology for airport baggage handling, Auto-Dolly. This
vehicle is an autonomous electric sledge that carries a
standard baggage container. This development is being
piloted with Singapore’s Changi Airport, a recognised
global leader in airport technology. Aurrigo had also
developed a sophisticated airport mapping tool (Auto-
Sim) that functions as a digital twin of the airport. This is
used to understand where time is being lost in current
processes and how efficiencies could be realised through
use of solutions like the Auto-Dolly. The comprehensive
nature of Auto-Sim modelling has drawn customers to
use it as a planning tool for future extensions to terminals.
The company was founded in 1993 and for many years
has profitably operated in automotive engineering design
and supply logistics. This expertise and internal funding
enabled the original pivot towards autonomous vehicles.
Share price momentum has been sustained by good,
early progress with the Changi pilot project.
The one pre-IPO investment in the period was in Chorus
Intelligence. This company has developed software
which enables customers to collect and interpret data for
intelligence purposes and court evidence. The platform
can connect to any source, analyse the data, and then
store and share it in an encrypted workspace. It has
been successfully used to prosecute cases brought by
the British Transport Police involving criminals running
county lines for drugs. Chorus’s first recurring revenues
are with North Wales, an early adopting police force,
but they are involved with demonstrations and trials in
the rest of the UK market and are making a first tender
proposal to Virginia Beach in the US. The UK has almost
50 forces, but this is dwarfed by the US where there
are nearly 18,000 departments, agencies and sheriff
counties. The majority of the VCT’s investment is by
way of loan notes which convert at a 25% discount
to the eventual IPO or sale price.
In July, we completed a small follow-on investment,
by way of a convertible loan note in Byotrol, the
antimicrobial health product provider, to fund future
growth and reach breakeven in the next 24 months.
In August, we added nominally to our holding in Arecor
Therapeutics. The company successfully completed a
fundraise in connection with the all-share acquisition of
Tetris Pharma, a specialty pharma with a focus on niche
injectable and hospital products in the UK and EU. The
acquisition gives Arecor access to an experienced team
that can handle sales and marketing and supply chain
for approved products. We added to our position mainly
to mark up its qualifying value to the new share price.
We were supportive of the acquisition but decided our
weighting was sufficient.
In November we added to our investment in Intelligent
Ultrasound, a provider of ultrasound classroom training
simulators and AI enabled clinical ultrasound software.
This was the final VCT eligible fund raise, and the
proceeds will be used to strengthen the company’s
financial position and continue research and
development. The classroom side of the business
generated the majority of revenue in 2022. The
remainder came from the AI division, which has
developed two FDA approved AI ultrasound products.
The company has a long-term licence and co-
development agreement with GE Healthcare, the largest
global manufacturer of ultrasound machines, and GE is
rolling out one of the AI modules across its range. This
Fund Manager’s Review (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
11
first module automatically detects key scanning views
and audits whether they meet standardised criteria. This
will improve ultrasound speed, accuracy and quality.
In the same month we also participated in a placing for
Northcoders, adding to our investment from the IPO. The
company is a training provider to IT novices and junior
software engineers. These are usually people changing
careers, or looking to up-skill or re-skill if they are already
in the industry. There continues to be an acute shortage
of coders and developers in the UK. Funds were raised
to invest in new courses due to strong demand from
employers. Original training in Software Development
and Data Engineering will now be extended into Cyber
Security, QA & Software Testing, Dev Ops & Cloud, and
Project Management. Each course is projected to be
profitable ten months after launch.
As detailed above, holdings in Ideagen and Diurnal
were exited as a result of takeovers during the period.
Concerned by the threat of new entrants, eroding market
share and strategic direction, the VCT also sold its
holding in Tristel, a manufacturer of infection prevention
products, where a return of 3.2x the average in-cost was
achieved. Also exited were positions in Ilika, the solid
state battery developer, where an investment return of
4x average in-cost was achieved, and Synairgen, the
respiratory drug developer, which generated a return of
1.4x. A very small holding in LoopUp, the conference call
software platform provider, was sold at an overall loss
as it had become a low conviction investment following
a change to its business model due to competitive
pressure. During the period, profits were taken in
Polarean, our largest holding at the time. The weighting
was reduced slightly in the lead up to the FDA approval
decision for Xenoview in December.
Outlook
The first two months of the new financial year have been
turbulent for stock markets, which were rattled by the
prospect of a banking crisis. With the failure of three
US banks in March and the dramatic weekend rescue
of Credit Suisse in Switzerland, there was considerable
fear of contagion putting significant pressure on stock
markets. However, the issues with Credit Suisse had
been well known for a long time, and the US banks
that failed did so due to runs on deposits rather than
because of bad loans caused by systemic problems.
The response of the Federal Reserve was to lend
unlimited amounts against bonds being held to maturity
at par value. This might best be called Quantitative
Lending, injecting liquidity into banks without forcing
them to dispose of bonds at a loss. This added around
$320bn to the Federal Reserve’s balance sheet in March.
The banking stress has slowed down the rate of
interest rate rises, in the expectation that slower bank
lending would provide its own brake to inflation. In the
UK we had been expecting rates to peak at around
4.5%, and continue to do so. Monetary conditions have
tightened greatly over the past year in both Europe
and the US, and this is likely to cause inflation to fall
sharply later this year.
Whilst we don’t expect the banking crisis to escalate
from here, we are acutely aware that Russia’s
unconscionable war of aggression against Ukraine
continues to represent a grave threat to the West
as a whole. This is accelerating a trend towards the
formation of an axis of totalitarian states in opposition
to the democratic nations of the world. China, the
world’s largest exporter by far, is the key agent in
determining how destructive this becomes, being of
much greater importance to the global economy than
Russia. The interdependence between China and the
West is too deep to uproot without great harm. A rise
in China’s aggression over Taiwan and its closer
alignment with Russia remain the principal global risks.
Rapidly rising interest rates and tightening liquidity
create a difficult backdrop for early-stage companies
on AIM, and it has been a tough period for the portfolio.
Investors are far less trusting of future potential in
companies and therefore less willing to attribute
value to this. The sectors most impacted by this are
healthcare and energy transition focused companies,
both areas in which technical innovation is crucial and
to which we have exposure. However, we know from
the experience of previous crises that the de-rating goes
across the board to start with, that weaker companies
may fall by the wayside, but that the companies with
good foundations and effective propositions will be
able to emerge stronger on the other side. We also
know the importance of being able and willing to
continue to invest through troubled periods, as often the
best investments can be made at times like this. The
strong cash balance that the VCT has, in part because
of a relative dearth of new investment opportunities on
AIM during 2022, very much puts us in this position.
Dr Paul Jourdan, David Stevenson,
Anna Macdonald and Scott McKenzie
Amati Global Investors
17 April 2023
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Amati AIM VCT plc
Annual Report & Financial Statements 2023
12
Fund Manager Biographies
Amati Global Investors
Amati Global Investors is a specialist
fund management business based in
Edinburgh. It is largely, though not
exclusively, focused on UK small and
mid-sized companies, with a universe
ranging from fully listed constituents
of the FTSE Mid 250 and FTSE Small
Cap indices, to stocks quoted on the
Alternative Investment Market. It is the
manager of Amati AIM VCT (for which
it won the 2022 Investment Week VCT
AIM Investment Company of the
year award). It is also the manager
of the TB Amati UK Listed Smaller
Companies Fund, the TB Amati
Strategic Metals Fund, the TB Amati
Strategic Innovation Fund and it also
offers an AIM IHT portfolio service. It is
incorporated in Scotland and 51%
owned by its staff, and 49% owned by
Mattioli Woods plc, which invested in
the company in February 2017. Amati
Global Investors is a signatory to the
UK Stewardship Code which aims to
enhance the quality of engagement
between investors and companies to
help improve long-term risk adjusted
returns to shareholders. Amati is also
a signatory to the UN-supported
Principles for Responsible Investment
(PRI).
Paul Jourdan
Founder and CEO
Dr Paul Jourdan is an award winning
fund manager, with a strong track
record in small cap investment. He
co-founded Amati Global Investors
following the management buyout of
Noble Fund Managers from Noble
Group in 2010, having joined Noble in
2007 as Head of Equities. His fund
management career began in 1998
with Stewart Ivory where he gained
experience in UK, emerging market and
global equities. In 2000, Stewart Ivory
was taken over by First State and Paul
became manager of what is now the
TB Amati UK Listed Smaller Companies
Fund. In early 2005, he launched Amati
VCT and then also became manager of
Amati VCT 2 plc after the investment
management contract moved to Amati
Global Investors in 2010. In September
2014 Amati launched the Amati AIM
IHT Portfolio Service, which Paul co-
manages with David Stevenson, Anna
Macdonald and Scott McKenzie. Prior
to 1998 Paul worked as a professional
violinist, including a four year period
with the City of Birmingham Symphony
Orchestra. He is a CFA Charterholder,
CEO, a director of Amati and a trustee
of Clean Trade, a charity registered in
England and Wales.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
13
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
David Stevenson
Fund Manager
David Stevenson joined Amati in
2012. In 2005 he was a co-
founding partner of investment
boutique Cartesian Capital, which
managed a range of retail and
institutional UK equity funds in long
only and long/short strategies. Prior
to that he was Assistant Director
at SVM, where he also managed
equity products including the UK
Opportunities small/midcap fund
which was ranked top decile for
the 5 year period from inception to
2005. David started his career at
KPMG where he qualified as a
Chartered Accountant. He latterly
specialised in corporate finance,
before moving into private equity
with Dunedin Fund Managers.
David has co-managed both the
TB Amati UK Listed Smaller
Companies Fund and Amati AIM
VCT since 2012 and the Amati AIM
IHT Portfolio Service since 2014.
Anna Macdonald
Fund Manager
Anna Macdonald is an experienced
fund manager specialising in UK
equities. Anna began her career
as an analyst and fund manager
at Henderson Global Investors in
London, where she co-managed
the core enhanced UK equity
product, and the UK Equity Market
Neutral hedge fund. At Henderson
she was an analyst on the media
sector. After some time living in
Kenya, as head of research for Old
Mutual Asset Management, she
returned to the UK and worked at
Threadneedle Investors in London
before moving to Edinburgh. Anna
joined the Amati team in 2018 from
Adam and Company, where she
led research for the PAM-award
winning wealth manager. She
brought her expertise running the
successful AIM-listed portfolio
service to Amati as well as a
breadth of experience in managing
substantial OEICs, private client
and charity portfolios. She has
been a CFA Charterholder since
2003.
Scott McKenzie
Fund Manager
Scott McKenzie joined Amati in
April 2021 and has over 25 years
of experience managing UK equity
portfolios. His career began in
Glasgow at Britannia IM in the
early 90s before moving to London
with Aviva Investors in 1999. He
returned to Scotland in 2005,
joining Martin Currie where he
remained until 2009. After a period
running his own private businesses,
he joined Saracen Fund Managers
in 2014 where he launched the
TB Saracen UK Income fund and
also became manager of the TB
Saracen UK Alpha fund. He left
Saracen in March 2021 having led
both funds to top quartile rankings
in their sector.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
14
Investment Portfolio
as at 31 January 2023
Original
Amati VCT Fair value
bookcost at Aggregate Fair movement Market %
4 May 2018
#
Cost* Cost** value in year*** Cap Industry Yield
NTM
of net
Company name £'000 £'000 £'000 £'000 £'000 £m Sector % assets
Keywords Studios plc
1
323 4,851 5,174 14,434 1,626 2,217.8 Information 0.1% 7.2
Technology
TB Amati UK Listed Smaller 3,331 6,482 9,813 12,558 (3,053) - Financials 2.8% 6.2
Companies Fund
Polarean Imaging plc
1
- 5,081 5,081 9,781 (4,402) 85.2 Health Care - 4.9
Learning Technologies Group plc
1,3
780 3,771 4,551 9,674 (1,856) 1,106.8 Information 0.9% 4.8
Technology
AB Dynamics plc
1
209 2,370 2,579 8,174 1,549 416.6 Industrials 0.3% 4.1
Ensilica plc
1
- 2,450 2,450 4,753 2,303 73.0 Information - 2.4
Technology
MaxCyte Inc.
1
449 1,536 1,985 4,713 160 483.4 Health Care - 2.3
Water Intelligence plc
2
180 1,038 1,218 4,643 (2,281) 110.8 Industrials - 2.3
GB Group plc
2,3
236 2,967 3,203 3,978 (3,426) 891.0 Information 1.2% 2.0
Technology
Aurrigo International plc
1
- 2,085 2,085 3,475 1,390 33.3 Industrials - 1.7
Top Ten 38,139 76,183 (7,990) 37.9
Amryt Pharma plc - 1,573 1,573 3,366 1,265 1,517.2 Health Care - 1.7
Ordinary shares & ADRs
1
Northcoders Group plc
1
- 2,111 2,111 3,305 (40) 23.1 Consumer 1.0% 1.6
Discretionary
Sosandar plc
1
- 1,872 1,872 3,182 (62) 56.5 Consumer - 1.6
Discretionary
Craneware plc
2,3
298 3,601 3,899 3,051 (1,139) 504.7 Health Care 1.7% 1.5
Frontier Developments plc
1
341 4,357 4,698 3,017 (5,611) 190.8 Communication - 1.5
Services
Chorus Intelligence Limited - 301 301 150 (151) - Information - 0.1
Ordinary Shares
1
Technology
Chorus Intelligence Limited - 2,699 2,699 2,699 - - Information 10.0% 1.3
10% Convertible loan notes
1,4
Technology
Quixant plc
2
419 3,777 4,196 2,841 157 108.4 Consumer 1.7% 1.4
Discretionary
Solid State plc
2
259 261 520 2,709 517 148.0 Industrials 1.6% 1.3
Saietta Group plc
1,3
- 5,100 5,100 2,575 (8,690) 49.4 Consumer - 1.3
Discretionary
Velocys plc
1
- 2,248 2,248 2,483 (956) 64.3 Energy - 1.2
Top Twenty 67,356 105,561 (22,700) 52.4
Intelligent Ultrasound plc
1
- 2,194 2,194 2,158 (871) 32.0 Health Care - 1.1
Anpario plc
2
276 1,553 1,829 2,154 (1,632) 79.2 Health Care 3.0% 1.1
Diaceutics plc
1
- 1,557 1,557 2,151 (20) 88.7 Health Care - 1.1
Amati AIM VCT plc
Annual Report & Financial Statements 2023
15
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Original
Amati VCT Fair value
bookcost at Aggregate Fair movement Market %
4 May 2018
#
Cost* Cost** value in year*** Cap Industry Yield
NTM
of net
Company name £'000 £'000 £'000 £'000 £'000 £m Sector % assets
Eneraqua plc
1
- 1,955 1,955 2,047 226 96.3 Industrials 0.4% 1.0
Brooks Macdonald Group plc
2
- 1,154 1,154 1,974 (315) 356.3 Financials 3.5% 1.0
Arecor Therapeutics plc
1
- 1,910 1,910 1,857 (1,096) 67.4 Health Care - 0.9
Accesso Technology Group plc
1,3
- 221 221 1,809 150 338.6 Information - 0.9
Technology
SRT Marine Systems plc
1
709 465 1,174 1,771 39 83.5 Information - 0.9
Technology
Belvoir Group plc
1
404 379 783 1,449 (581) 67.9 Real Estate 5.1% 0.7
Clean Power Hydrogen plc
1
- 2,500 2,500 1,333 (1,167) 64.4 Industrials - 0.7
Equals Group plc
1
- 1,137 1,137 1,264 134 154.2 Information - 0.6
Technology
Aptamer Group plc
1
- 3,676 3,676 1,194 (2,891) 26.2 Health Care - 0.6
Ixico plc
1
- 1,367 1,367 1,123 (1,220) 11.1 Health Care - 0.6
Getech Group plc
1
- 1,700 1,700 1,082 (1,190) 9.4 Energy - 0.5
One Media iP Group plc
1
- 1,240 1,240 1,063 (89) 13.3 Financials - 0.5
Fusion Antibodies plc
1
565 1,779 2,344 1,054 (1,100) 11.7 Health Care - 0.5
Angle plc
1
- 1,615 1,615 937 (2,681) 75.6 Health Care - 0.5
Elexsys Energy Ordinary Shares
1
- 200 200 - (200) - Information - -
Technology
Elexsys Energy 8% Convertible - 1,800 1,800 900 (900) - Information - 0.4
loan notes
1,4
Technology
Byotrol plc Ordinary Shares
1
511 348 859 500 (425) 9.1 Materials 0.0% 0.2
Byotrol plc 9% Convertible loan notes
1,4
- 350 350 353 3 - Materials 8.9% 0.2
Kinovo plc
2
- 1,681 1,681 711 (151) 20.5 Industrials - 0.4
Property Franchise Group plc (The)
2
155 197 352 708 (218) 76.9 Real Estate 5.6% 0.4
Velocity Composites plc
1
496 307 803 644 414 20.4 Industrials - 0.3
Flylogix Limited Ordinary Shares
1
- 300 300 - (300) - Information - -
Technology
Flylogix Limited - 2,700 2,700 625 (2,075) - Information - 0.3
10% Convertible loan notes
1,4
Technology
Hardide plc
1
695 1,666 2,361 588 (904) 7.7 Materials - 0.3
Netcall plc
2
- 110 110 581 153 152.0 Information 0.9% 0.3
Technology
Block Energy plc
1
- 3,000 3,000 563 (26) 7.5 Energy - 0.3
Rua Life Sciences plc
1
- 955 955 461 24 12.9 Health Care - 0.2
Verici Dx Limited
1
- 800 800 440 (1,360) 18.7 Health Care - 0.2
Zenova Group plc - 750 750 414 (178) 9.8 Materials - 0.2
Science in Sport plc
2
811 1,145 1,956 390 (1,589) 22.4 Consumer Staples - 0.2
Strip Tinning Holdings plc
1
- 1,054 1,054 342 (712) 9.3 Industrials - 0.2
Eden Research plc
1
- 401 401 334 (83) 19.0 Materials - 0.2
Brighton Pier Group plc (The)
1
314 175 489 269 (68) 26.5 Consumer - 0.1
Discretionary
Amati AIM VCT plc
Annual Report & Financial Statements 2023
16
Original
Amati VCT Fair value
bookcost at Aggregate Fair movement Market %
4 May 2018
#
Cost* Cost** value in year*** Cap Industry Yield
NTM
of net
Company name £'000 £'000 £'000 £'000 £'000 £m Sector % assets
Glantus Holdings plc
1
- 3,000 3,000 265 (2,235) 3.4 Information - 0.1
Technology
Creo Medical Group plc
1,3
- 1,613 1,613 252 (1,271) 35.4 Health Care - 0.1
Rosslyn Data Technologies plc
1
614 1,308 1,922 247 (952) 2.4 Information - 0.1
Technology
Synectics plc
2
- 342 342 171 48 22.2 Information 2.3% 0.1
Technology
Falanx Cyber Security Limited
1
- 686 686 153 (180) 2.4 Industrials - 0.1
Trellus Health plc
1
- 700 700 140 (507) 12.9 Health Care - 0.1
MyCelx Technologies Corporation
1
440 205 645 121 (174) 6.9 Industrials - 0.1
In The Style Group plc
1
- 1,447 1,447 56 (595) 4.0 Consumer - -
Discretionary
FireAngel Safety Technology Group plc
1
- 690 690 55 (36) 15.8 Consumer - -
Discretionary
Bonhill Group plc
1
- 670 670 54 (29) 7.8 Communication - -
Services
Merit Group plc
1
- 596 596 21 (10) 6.9 Communication - -
Services
Allergy Therapeutics plc
1
- 29 29 15 (52) 37.4 Health Care - -
Investments held at nil value 691 - - - -
Total investments 129,664 142,354 (51,592) 70.7
Net current assets 58,927 29.3
Net assets 129,664 201,281 100.0
1 Qualifying holdings.
2 Part qualifying holdings.
3 These investments are also held by other funds managed by Amati.
4 The investment in Flylogix Limited (“Flylogix”) consists of 392 ordinary shares in Flylogix at fair value of nil and 10% convertible loan notes at fair value of £625,000.
The interest for the 18 months from the date of issue on the convertible loan notes is waived if Flylogix is admitted to AIM within that 18-month period, subject to a
minimum equity raise of £10m. The convertible loan notes are convertible into ordinary shares after listing. If Flylogix is not listed on AIM, interest is payable at 10%
per annum for a term of 5 years. Flylogix had not listed at the Balance Sheet date and interest of £334,000 has not been accrued.
The investment in Elexsys Energy plc (“Elexsys”) consists of 202,737 ordinary shares in Elexsys at fair value of nil and 8% convertible loan notes at fair value of
£900,000. The interest for the 12 months from the date of issue on the convertible loan notes is waived if Elexsys is admitted to AIM, subject to a minimum equity raise
of £5m. The convertible loan notes are convertible into ordinary shares after listing. If Elexsys is not listed on AIM, interest is payable at 8% per annum for a term of 5
years. Elexsys has not listed, interest due has been paid and the interest receivable of £48,000 to the Balance Sheet date has been accrued.
The investment in Chorus Intelligence Limited (“Chorus”) consists of 232 ordinary shares in Chorus at fair value of £150,000 and 10% convertible loan notes at fair
value of £2,699,000. The interest for the 18 months from the date of issue on the convertible loan notes is waived if Chorus is admitted to AIM within that 18-month
period, subject to a minimum equity raise of £10m. The convertible loan notes are convertible into ordinary shares after listing. If Chorus is not listed on AIM, interest
is payable at 10% per annum for a term of 5 years. The Board is of the opinion that Chorus will not list within the 18-month period and the interest receivable of
£238,000 to the Balance Sheet date has been accrued.
The investment in Byotrol plc (“Byotrol”) consists of 25,000,001 ordinary shares in Byotrol at fair value of £500,000 and 9% Convertible Loan Notes at fair value of
£353,000. The convertible loan notes are convertible into ordinary shares at a conversion price of 3.25p. Interest is being received and the amount receivable of £2,800
to the Balance Sheet date has been accrued.
# This column shows the original book cost of the investments acquired from Amati VCT plc on 4 May 2018.
* This column shows the bookcost to the Company as a result of market trades and events.
** This column shows the aggregate book cost to the Company either as a result of trades and events or asset acquisition from Amati VCT plc on 4 May 2018.
*** This column shows the movement in fair value, the unrealised gains/(losses) on investments during the year, see notes 1 and 8 on pages 60 and 67 for further details.
NTM Next twelve months consensus estimate (Source: Refinitiv)
The Manager rebates the management fee of 0.75% on the TB Amati UK Listed Smaller Companies Fund and this is included in the yield.
All holdings are in ordinary shares unless otherwise stated.
Investments held at nil value: Celoxica Holdings plc
1
, Leisurejobs.com Limited
1
(previously The Sportweb.com Limited), Rated People Limited
1
, Sorbic International plc, TCOM
Limited
1
, VITEC Global Limited
1
.
As at the year end the percentage of the Company's portfolio held in qualifying holdings for the purposes of Section 274 of the Income and Corporation Taxes Act is 100%.
Investment Portfolio (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
17
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Strategic Report
Highlights
Information
Technology
Health care
Consumer
Discretionary
Financials
Industrials
Comm-
unication
Services
Energy
Materials
Real Estate
Consumer
Staples
Cash
2000
2003
2005
2007
2009
2011
2013
2015
2017
2019
2021
2023
3,000
2,500
2,000
1,500
1,000
500
0
Market Capitalisation (£m)
%
0
5
10
15
20
25
30
Keywords
GP
Group
Learning
Technologies
AB
Dynamics
Water
Intelligence
Maxcyte
Amryt
Polarean
Imaging
Aurrigo
Ensilica
Qualifying portfolio
The portfolio of qualifying investments in the
Company as at 31 January 2023 is analysed in the
graph below by date of initial investment and market
capitalisation. The size of the circles represents the
relative size of the holdings in the portfolio by value.
The top ten qualifying portfolio companies are
labelled. The dates of investments in securities
held solely by Amati VCT plc prior to the merger
with Amati VCT 2 plc in May 2018, are given as
the dates those securities were originally
acquired by Amati VCT plc.
Sector split
The portfolio of investments in the Company as at
31 January 2023 is analysed in the graph below by
sector. This includes a sector split of the investments
Source:
Amati Global Investors
as at 31 January 2023
within the TB Amati UK Listed Smaller Companies
Fund which in the Investment Portfolio table on
pages 14 to 16 is classed as Financials.
Analysis as at 31 January 2023
Amati AIM VCT plc
Annual Report & Financial Statements 2023
18
Investment Objectives
The investment objectives of the Company are to
generate tax free capital gains and regular dividend
income for its shareholders while complying with the
requirements of the rules and regulations applicable
to Venture Capital Trusts (“VCTs”).
Investment Policy
The Company’s investment policy is to hold a diversified
portfolio across a broad range of sectors to mitigate
risk. It makes Qualifying Investments (as defined in
the Income Tax Act 2007 (as amended)) primarily
in companies traded on AIM or on the Aquis stock
exchange (“Aquis”) and non-Qualifying Investments as
allowed by the VCT legislation. The Company manages
its portfolio to comply with the requirements of the rules
and regulations applicable to VCTs.
Investment Parameters
Whilst the investment policy is to make Qualifying
Investments primarily in companies traded on AIM
or on Aquis, the Company may also make Qualifying
Investments in companies likely to seek a quotation
on AIM or Aquis. With regard to the non-Qualifying
portfolio the Company makes investments which are
permitted under the VCT legislation, including shares
or units in an Alternative Investment Fund (AIF) or an
Undertaking for Collective Investment in Transferable
Securities (UCITS) fund, and shares in other companies
which are listed on a regulated market such as the Main
Market of the London Stock Exchange. Any investments
by the Company in shares or securities of another
company must not represent more than 15% of the
Company’s net asset value at the time of purchase.
Borrowing
The Company has the flexibility to borrow money up to
an amount equal to its adjusted capital and reserves
but the Board’s policy is not to enter into borrowings.
Investment Strategy for Achieving Objectives
The investment strategy for achieving the Company
Objectives which follows is not part of the formal
Investment Policy. Any material amendment to the
formal Investment Policy may only be made with
shareholder consent, but that consent applies only
to the formal Investment Policy above and not to any
part of the Strategy for Achieving Objectives or Key
Performance Indicators below.
(a) Qualifying Investments Strategy
The Company is likely to be a long-term investor in
most Qualifying Investments, with sales generally
only being made where an investment case has
deteriorated or been found to be flawed, or to
realise profits, adjust portfolio weightings, fund
new investments or pay dividends. Construction
of the portfolio of Qualifying Investments is driven
by the historic investments made by the Company
and by the availability of suitable new investment
opportunities. The Manager may co-invest in
companies in which other funds managed by
Amati Global Investors invest.
(b) Non-Qualifying Investments Strategy
The assets of the portfolio which are not in
Qualifying Investments will be invested by the
Manager on behalf of the Company in investments
which are allowable under the rules applicable
to VCTs. Currently, cash not needed in the short
term is invested in a combination of the following
(though ensuring that no more than 15% of the
Company’s funds are invested in any one entity
at the time of purchase):
(i) the TB Amati UK Listed Smaller Companies
Fund (which is a UCITS fund), or other UCITS
funds approved by the Board;
(ii) direct equity investments in small and mid-
sized companies and debt securities in each
case listed on the Main Market of the London
Stock Exchange; and
(iii) cash or cash equivalents (including money
market funds) which are redeemable within
7 days.
Investment Policy, Investment Objectives
and Investment Strategy
Amati AIM VCT plc
Annual Report & Financial Statements 2023
19
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Strategic Report
Highlights
Environmental, Social and Governance (“ESG”)
Policies
The Investment Manager recognises that managing
investments on behalf of clients involves taking into
account a wide set of responsibilities in addition to
seeking to maximise financial returns for investors.
Industry practice in this area has been evolving rapidly
and Amati has been an active participant in seeking to
define and strengthen its principles accordingly. This
involves both integrating ESG considerations into the
Investment Manager’s investment decision-making
process as a matter of course, and also signing up to
major external bodies who are leading influencers in
the formation of industry best practice. The following
is an outline of the kinds of ESG factors that the
Investment Manager will consider and question as part
of its investment process, reflecting the specific inputs
and outputs of a business.
Environmental – climate change; use of natural
resources; pollution; waste and impact on
bio-diversity; and taking into account any positive
environmental impacts.
Social – use of human capital; potential product
or service liabilities; stakeholder opposition; and
taking into account any positive social
considerations.
Governance – ownership and control;
management structure and quality; pay and
alignment; accounting issues; business ethics;
and tax transparency.
Human rights – weighing up the risks of activities
in countries with Freedom House Scores below 33
and based on Clean Trade principles; not investing
in companies extracting natural resources in
countries which score below 15; risk of exposure
to corruption and unreliable legal frameworks;
risk of benefiting from slave labour; risk from
adverse political developments impacting a
business negatively.
Board Diversity of Investee Companies
The Board, through the Manager, considers board
diversity to be an important consideration in its
investment decision on investee companies.
Key Performance Indicators
The Board expects the Manager to deliver a
performance which meets the objectives of the
Company. A review of the Company’s performance
during the financial year, the position of the Company
at the year end and the outlook for the coming year is
contained in the Chairman’s Statement and Fund
Manager’s Review. The Board monitors on a regular
basis a number of key performance indicators which
are typical for VCTs, the main ones being:
Compliance with HMRC VCT regulations to
maintain the Company’s VCT Status. See page 29;
Net asset value and total return to shareholders
(the aggregate of net asset value and cumulative
dividends paid to shareholders, assuming
dividends re-invested at ex-dividend date).
See graphs on page 3;
Comparison against the Numis Alternative
Markets Total Return Index. See graph on page 46;
Dividend distributions. See table of investor
returns on page 2;
Share price. See key data on page 1; and
Ongoing charges ratio. See key data on page 1.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
20
Management Agreement
Amati Global Investors was appointed as Manager to
the Company on 19 March 2010. Under an Investment
Management and Administration Agreement dated 19
March 2010, and subsequently revised and updated in
two separate agreements, an Investment Management
Deed (“IMA) and a Fund Administration, Secretarial
Services and Fund Accounting Agreement (“FASSFAA”),
on 30 September 2019, the Manager agreed to
manage the investments and other assets of the
Company on a discretionary basis subject to the overall
policy of the Directors. The Company will pay to the
Manager under the terms of the IMA a fee of 1.75% of
the net asset value of the Company quarterly in arrears.
In November 2014, with shareholder consent, the
Company amended its non-qualifying investment policy
to permit investment in the TB Amati UK Listed Smaller
Companies Fund, a small and mid-cap fund managed
by the Manager. The Company receives a full rebate on
the fees payable by the Company to the Manager
within this fund either through a reduction of fees
payable by the Company or a direct payment by
the Manager.
Annual running costs are capped at 3.5% of the
Company’s net assets, any excess being met by the
Manager by way of a reduction in future management
fees. The annual running costs include the Directors
and Manager’s fees, professional fees and the costs
incurred by the Company in the ordinary course of its
business (but excluding any commissions paid by the
Company in relation to any offers for subscription,
irrecoverable VAT and exceptional costs, including
winding-up costs). No performance fee is payable
as the Manager waived all performance fees from
31 July 2014 onwards.
Administration Arrangements
Under the terms of the FASSFAA, the Investment
Manager also agreed to provide certain fund
administration, company secretarial and accounting
services to the Company. As disclosed in last years
annual report, the Manager and Board agreed that a
new Company Secretary would be sought and that the
Board would contract directly with the new Company
Secretary. The Board appointed Law Debenture as
Company Secretary of the Company with effect from
1 February 2022.
Under the FASSFAA, the Investment Manager has
the right to appoint suitable representatives to provide
fund accounting and administration services to the
Company. The Manager engages Link Alternative
Fund Administrators Limited to act as fund accountant
and administrator.
For the year ending 31 January 2023 the Company
agreed to pay to the Investment Manager a fee of
£72,000 quarterly in arrears in respect of the provision
of fund accounting and administration services. This
fee is subject to an annual increase in line with the
consumer prices index. The appointment of the
Investment Manager as investment manager and/or
fund accountant and administrator may be terminated
with twelve months’ notice.
Where the Investment Manager negotiates and
structures an investment directly with a company,
most commonly as a convertible loan, the Investment
Manager retains the right to charge the investee
company a fee. Any legal expenses incurred by the
Investment Manager will be paid out of this fee.
Fund Manager’s Engagement
The Board regularly appraises the performance and
effectiveness of the managerial, administration and
secretarial arrangements of the Company. As part of
this process, the Board will consider the arrangements
for the provision of investment management and other
services to the Company on an ongoing basis and a
formal review is conducted annually. In the opinion of
the Board, the continuing appointment of the Manager,
on the terms agreed, is in the interests of the
shareholders. The Directors are satisfied that the
Manager will continue to manage the Company
in a way which will enable the Company to achieve
its objectives.
VCT Status Adviser
Philip Hare & Associates LLP (“Philip Hare &
Associates”) is engaged to advise the Company on
compliance with VCT requirements. Philip Hare &
Associates review new investment opportunities,
as appropriate, and review regularly the investment
portfolio of the Company. Philip Hare & Associates
work closely with the Manager but report directly
to the Board.
Fund Management and Key Contracts
Amati AIM VCT plc
Annual Report & Financial Statements 2023
21
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Strategic Report
Highlights
Principal and Emerging Risks
Potential Risk Potential Impact Mitigation
Investment Risk A substantial portion of the Company’s
investments is in small AIM traded
companies as well as some unquoted
companies. By their nature these
investments involve a higher degree of
risk than investments in larger fully listed
companies. These companies tend to
have limited product lines and niche
markets. They can be reliant on a few key
individuals. They can be dependent on
securing further financing. With the
changes to VCT regulations introduced in
the Finance Act 2018 focusing investment
in knowledge based companies, newer
investments may well be made at an
earlier stage in the lifecycle and may result
in a reduced exposure to asset based
businesses leading to increased volatility
in the value of an investee company’s
shares. Further, the majority of the new
investments will be in companies which
have invested in developing and
commercialising intellectual property,
which brings with it the risk that another
company might develop superior
technology, or that the commercialisation
strategy may fail. In addition, the liquidity
of these shares can be low and the share
prices volatile.
To reduce the risk, the Board places
reliance upon the skills and expertise of
the Manager and its strong track record
for investing in this segment of the
market. Investments are actively and
regularly monitored by the Manager and
the Board receives detailed reports on
the portfolio in addition to the Manager’s
report at regular Board meetings. The
Manager also seeks to limit these risks
through building a diversified portfolio
with companies in different areas within
sectors and markets at different stages
of development.
Investments in unquoted companies in
particular are subject to strict controls
and investment limits in recognition of
the significant risks involved. In relation
to investments of this nature there is an
expectation that the investee company
is likely to seek admission to AIM, in
order to de-risk the investment, to the
extent that this is possible, within an
acceptable time frame. It may be that an
investment is realised via a trade sale as
this option is always a possibility. The
Manager ensures Board representation
or monitoring is a requirement of the
investment agreement and, if a listing or
trade sale do not occur, will continue to
oversee board and operational
management performance.
The Audit Committee regularly reviews the Company’s
risk register, which assesses each risk and classifies the
likelihood of the risk and the potential impact of each risk
on the Company. The Board considers that the Company
faces the following major risks and uncertainties:
Amati AIM VCT plc
Annual Report & Financial Statements 2023
22
Potential Risk Potential Impact Mitigation
Compliance Risk The Company has a premium listing on
the London Stock Exchange and is
required to comply with the rules of the
UK Listing Authority, as well as with the
Companies Act, Financial Reporting
Standards and other legislation. Failure
to comply with these regulations could
result in a delisting of the Company’s
shares, or other penalties under the
Companies Acts or from financial
reporting oversight bodies.
The Alternative Investment Fund
Managers (Amendment etc.) (EU Exit)
Regulations 2019 (“AIFMD”) is a directive
affecting the regulation of VCTs. Amati
AIM VCT has been entered in the register
of small, registered UK AIFMs on the
Financial Services register at the Financial
Conduct Authority (“FCA”). As a registered
firm there are a number of regulatory
obligations and reporting requirements
which must be met in order to maintain
its status as an AIFM.
Board members and the Manager have
considerable experience of operating at
senior levels within quoted businesses.
In addition, the Board and the Manager
receive regular updates on new
regulations from the auditor, lawyers,
the Company Secretary and other
professional bodies.
Venture Capital Trust
Approval
Risk
The current approval as a venture
capital trust allows investors to take
advantage of income tax reliefs on initial
investment and ongoing tax-free capital
gains and dividend income. Failure to
meet the qualifying requirements could
result in investors losing the income tax
relief on initial investment and loss of
tax relief on any tax-free income or
capital gains received. In addition, failure
to meet the qualifying requirements
could result in a loss of listing of the
shares.
The current VCT legislation contains a
“Sunset Clause” which effectively brings
income tax relief to an end for new
subscriptions after 5 April 2025. This
was agreed in 2015 to secure ongoing
EU approval to the VCT and EIS
schemes, which have been a crucial
source of funding for new and
innovative businesses in the UK.
To reduce this risk, the Board has
appointed the Manager which has
significant experience in venture capital
trust management and is used to
operating within the requirements of
the venture capital trust legislation.
In addition, to provide further formal
reassurance, the Board has appointed
Philip Hare & Associates as VCT Status
Adviser to the Company. Philip Hare &
Associates reports every six months to
the Board to confirm compliance with
the venture capital legislation, to
highlight areas of risk and to inform on
changes in legislation independently.
Other tax reliefs such as tax-free
dividends and exemption from capital
gains tax would remain unaffected by
the sunset clause. With the publication
of the Windsor Framework on 27
February, removal of the Sunset Clause
is now solely within the control of HM
Treasury. As the Chancellor has
previously set out an intention to
continue the scheme, we currently
await further clarity on the details.
Principal and Emerging Risks (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
23
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Strategic Report
Highlights
Economic Risk Events such as economic recession, not
only in the UK, but also in the core markets
relevant to our investee companies,
together with a movement in interest
rates, can affect investor sentiment
towards liquidity risk, and hence have a
negative impact on the valuation of
smaller companies. The economic future
for the UK and the wider world would
appear to be as uncertain as it has ever
been in the last few decades. Actual war
in Europe and the possibility of war in the
East combine to give grave concern for the
future. This follows two years of the
Covid-19 pandemic and the ensuing
impacts on the UK and global economies
where government debt has not been as
high as it is now since World War 2.
Government actions to deal with Covid-19
and to boost the economy during the
pandemic now result in rising inflation and
therefore interest rates, the impacts on the
The Manager seeks to mitigate
economic risk by seeking to adopt a
suitable investment style for the current
point in the business cycle, and to
diversify the exposure to geographic
end markets.
Potential Risk Potential Impact Mitigation
Internal Control Risk Failures in key controls within the Board or
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.
Inadequate or failed controls might result
in breaches of regulations or loss of
shareholder trust. The Manager operates
a robust risk management system which
is reviewed regularly to ensure the
controls in place are effective in reducing
or eliminating risks to the Company.
Details of the Company’s internal controls
are on page 41.
The Board seeks to mitigate the internal
control risk by setting policy, regular
reviews of performance, enforcement of
contractual obligations and monitoring
progress and compliance.
Financial Risk By its nature, as a venture capital trust,
the Company is exposed to market price
risk, credit risk, liquidity risk, interest rate
risk and currency risk.
The Company’s policies for managing
these risks are outlined in full in notes 15
to 18 to the financial statements on
pages 72 to 74. The Company is
financed wholly through equity.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
24
Potential Risk Potential Impact Mitigation
Principal and Emerging Risks (continued)
Economic Risk
(continued)
cost of living being exacerbated by rising
energy prices caused by poor Government
energy policy decision-making in the rush
to go green, reliance for energy supplies
on countries with corrupt regimes and
the impact of the Russian invasion into
Ukraine. The Covid-19 pandemic and the
measures taken to control the outbreak
had already led to volatility in stock
markets and other financial markets in the
UK and a downturn in the UK economy.
The future development and long-term
impacts of the outbreak are unknown.
Despite a permanent trade agreement
between the UK and EU and the end of
the transition period on 31 December
2020 there remains uncertainty and
potential volatility in markets and for
the economy while practicalities
are addressed.
Operational Risk Failure of the Manager’s, or other
contracted third parties’, accounting
systems or disruption to their businesses
might lead to an inability to provide
accurate reporting and monitoring
or loss to shareholders.
The Manager regularly reviews the
performance of third-party suppliers
at monthly management meetings and
the Board consider at quarterly board
meetings.
Concentration Risk Although the Company has a diversified
portfolio of investments, the twenty
largest investments account for just over
half of the total investments. A material
fall in any one investment can have a
significant impact on the overall net
asset value.
Portfolio weighting limits apply to the
portfolio’s largest holdings such that no
holding is allowed to approach a size
of 10% of the portfolio, with action
normally taken well before that level
particularly where the shares have
become overbought with no underlying
earnings justification.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
25
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Strategic Report
Highlights
As an externally managed investment company,
the Company does not have employees. Its main
stakeholders therefore comprise the shareholders,
the Investment Manager, other service providers
and investee companies.
To ensure that the Directors are aware of, and
understand, their duties they are provided with a
tailored induction, including details of all relevant
regulatory and legal duties as a Director of a UK public
limited company when they first join the Board, and
continue to receive regular and ongoing updates and
training on relevant legislative and regulatory
developments.
They also have continued access to the advice and
services of the Company Secretary, and when deemed
necessary, the Directors can seek independent
professional advice. The Terms of Reference of the
Board’s committees are reviewed annually and
describe the Directors’ responsibilities and obligations
and include any statutory and regulatory duties.
This section sets out the Company’s Section 172
Statement and should be read in conjunction with the
other contents of the Strategic Report. The Directors
have a duty to promote the success of the Company for
the benefit of its members as a whole and in doing so
to have regard to a number of matters including:
the likely consequences of any decision in the
long term;
the interests of the Company’s employees;
the need to foster business relationships with
suppliers, customers and others;
the impact of the company’s operations on the
community and the environment;
the desirability of the Company maintaining a
reputation for high standards of business
conduct; and
the need to act fairly between members of
the Company.
Section 172 Statement
Directors’ Duty to Promote the Success
of the Company
Stakeholder Importance Board Engagement
Shareholders Continued shareholder support and
engagement are critical to the continuing
existence of the business and its future
growth.
The Board places great importance on
communication with its shareholders and
encourages shareholders to attend the
AGM and an annual investor event
and welcomes communication from
shareholders as described more fully on
page 39 in the Statement of Corporate
Governance.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
26
Stakeholder Importance Board Engagement
Investment Manager The Manager’s performance is
fundamental for the Company to
successfully deliver its investment
strategy, meet its investment objective
and its long-term success.
The Board’s decisions are intended to
achieve the Company’s objective to
generate tax free capital gains and
income on investors’ funds and
maintaining the Company’s status as a
VCT is a critical element of this. The Board
regularly monitors the Company’s
performance in relation to its investment
objectives and seeks to maintain a
constructive working relationship with the
Manager. Representatives of the Manager
attend each quarterly board meeting and
provide an update on the investment
portfolio along with presenting on macro-
economic issues. The Board also expects
good standards at the companies within
which the Company is invested and, as
described on page 28, the manager
remains a signatory to the UK
Stewardship Code, and the Principles
for Responsible Investment.
Other service providers
including: the registrar, the
receiving agent, the tax
adviser, the auditor, the
lawyers, the Company
Secretary and the Fund
Accountant
In order to function as an investment
trust with a premium listing on the
London Stock Exchange, the Company
engages a diverse and experienced
range of advisors for support with
meeting all relevant obligations.
The Board maintains regular contact with
its key external service providers, and the
quality of the provision of these services
is considered by the Board at Board
meetings, as well as being subject to a
more formal annual review of both
performance and fees by the
Remuneration Committee.
Investee companies The Company’s performance is directly
linked to the performance of its
underlying investee companies and
accordingly communication with those
entities is regarded as very important.
The Manager does not have board
representation in any quoted investee
company but does interact with Directors
and senior management of quoted
investee companies regularly. The
Manager does ensure direct or indirect
representation is achieved on the boards
of unquoted companies.
The Board’s primary focus in promoting
the long-term success of the Company for
the benefit of the members as a whole is
to direct the Company with a view to
achieving the investment objective in a
manner consistent with its stated
investment policy and strategy.
Section 172 Statement
Directors’ Duty to Promote the Success
of the Company (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
27
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
Board appointments Continuing to develop and evolve the
Board, so that it contains an appropriate
mix of skills, diversity and experience is
important to promote the long-term
success of the Company.
During the year, the Board was pleased to
appoint Fiona Wollocombe as Chairman
of the Board with effect from the end of
the AGM held on 16 June 2022. Fiona’s
appointment ensured an orderly
succession for the previous Chairman,
Peter Lawrence, who retired from the
Board at the end of the 2022 AGM.
In addition, the Board was pleased to
appoint Julia Henderson as Chair of the
Remuneration Committee. Julia’s
appointment followed the resignation
of Susannah Nicklin as a non-executive
Director of the Company. Julia remains
Chair of the Nomination Committee.
The Nomination Committee and the Board
considered the Board composition and
agreed that the current composition of the
Board (being three directors) was fit for
the current requirements of the Company
for the time being, however will continue
to review evolving the Board in line with
the current and future needs of the
Company.
During the year the Directors discussed these and re-
affirmed their commitment to the policies. Examples of
the Board’s principal decisions during the year, and
how the Board fulfilled its duties under Section 172, are
set out below:
Key decision making
The mechanisms for engaging with stakeholders are
kept under review by the Directors and discussed at
Board meetings to ensure they remain effective. The
Board has policies for dividends, share buybacks and
the dividend re-investment scheme, all of which it is
considered are for the benefit of shareholders.
Principal Decision Long-term impact Stakeholder Engagement
To cancel the Company’s
share premium
The share premium cancellation
improved the Company’s distributable
reserves position. An improved
distributable reserves position will
provide the Company with flexibility to
support dividend payments or other
distributions to shareholders and
support Company share buybacks.
The Board considered the direction and
future aims of the Company, and at the
June 2022 AGM put forward a special
resolution to Shareholders to cancel the
entire amount standing to the credit of the
Company’s share premium account.
Following overwhelming shareholder
support for the proposal (97.9%), the
Company commenced Court proceedings
to cancel the share premium and sought
the consent of its creditors as part of
due process.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
28
During the financial year, the Company held a General
meeting in March 2022 relating to the allotment of new
shares, which was disclosed as a key decision in the
Annual Report and Financial Statements for the year
ended 31 January 2022.
Environmental, Social and Governance (“ESG”)
Policies, and Responsible Ownership
The Company has no employees and no premises
and the Board has decided that the direct impact of
its activities is minimal; therefore it has no policies
relating to social, community and human rights issues.
However, the Board does consider the impact of its
operations on the environment and during the year
the Board made the decision to no longer pay all cash
dividends via cheque and to no longer provide printed
copies of the Company’s Half-Yearly report in order to
reduce the use of paper. The Company engaged with
its shareholders on the matter.
The Company’s indirect impact occurs through the
range of organisations in which it invests and for this
it follows a policy of Responsible Ownership.
In terms of external validation and support, Amati
Global Investors, the Manager, is signatory to the UK
Stewardship Code which aims to enhance the quality
of engagement between investors and companies
to help improve long-term risk adjusted returns to
shareholders. Amati’s approach to Stewardship
and Shareholder Engagement can be found at
https://www.amatiglobal.com/storage/644/Stewardship
_and_Shareholder_Engagement-v2.pdf
Amati is also a signatory to the UN-supported
Principles for Responsible Investment (PRI), which
works to support its international network of
signatories in incorporating ESG factors into their
investment and ownership decisions. The PRI acts in
the long-term interests of its signatories, of the financial
markets and economies in which they operate and
ultimately of the environment and society as a whole.
Voting on portfolio investments
In 2022, the Manager voted in respect of 62 Amati
AIM VCT holdings at 70 company meetings on a range
of ESG issues.
Business Conduct
The Board takes its responsibility to prevent bribery
very seriously and has a zero-tolerance policy towards
bribery. It has committed to carry out all business in an
honest and ethical manner and to act professionally,
fairly and with integrity in all its business dealings and
relationships. The Manager has its own anti-bribery
and corruption policy.
Global Greenhouse Gas Emissions
The Company is a low energy user and is therefore
exempt from the reporting obligations under the
Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013 or the Companies (Directors’
Report) and Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018, implementing the
UK Government’s policy on Streamlined Energy and
Carbon Reporting. The Company has no greenhouse
gas emissions or energy consumption to report from
the operations of the Company, nor does it have
responsibility for any other emission producing sources.
Under listing rule 15.4.29(R), the Company, as a closed
ended investment fund, is currently exempt from
complying with the Task Force on Climate related
Financial Disclosures.
Section 172 Statement
Directors’ Duty to Promote the Success
of the Company (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
29
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
VCT Regulations
The Company’s investment policy is designed to ensure
that it meets the requirements of HM Revenue &
Customs to qualify and to maintain approval as a VCT:
(i) The Company must, within three years of raising
funds, maintain at least 80% of its investments by
VCT value (cost, or the last price paid per share, if
there is an addition to the holding) in shares or
securities comprised in qualifying holdings (this
percentage rose from 70% to 80% for accounting
periods beginning on or after 6 April 2019 which
for the Company was from 1 February 2020). At
least 70% by VCT value must be ordinary shares
which carry no preferential rights. A further
condition requires that 30% of new funds raised in
accounting periods beginning after 5 April 2018
are to be invested in qualifying holdings within 12
months of the accounting period following the
issuance of shares;
(ii) The Company may not invest more than 15% of its
investments in a single company and it must have
at least 10% by VCT value of its total investments
in any qualifying company in qualifying shares
approved by HM Revenue & Customs;
(iii) To be classed as a VCT qualifying holding,
companies in which investments are made must
have no more than £15 million of gross assets at
the time of investment and £16 million after
investment; they must be carrying on a qualifying
trade and satisfy a number of other tests including
those outlined below; the investment must also be
made for the purpose of promoting growth or
development;
(iv) VCTs may not invest new capital in a company
which has raised in excess of £5 million (£10
million from 6 April 2018 if the company is deemed
to be a Knowledge Intensive Company) from all
sources of state-aided capital within the 12
months prior to and including the date of
investment;
(v) No investment may be made by a VCT in a
company that causes that company to receive
more than £12 million (£20 million if the company
is deemed to be a Knowledge Intensive Company)
of state-aid investment (including from VCTs) over
the company’s lifetime. A subsequent acquisition
by the investee company of another company that
has previously received State-Aid Risk Finance can
cause the lifetime limit to be exceeded;
(vi) No investment can be made by a VCT in a
company whose first commercial sale was more
than 7 years prior to date of investment, except
where previous State-Aid Risk Finance was
received by the company within 7 years (10 years
in each case for a Knowledge Intensive Company)
or where both a turnover test is satisfied and the
money is being used to enter a new product or
geographical market;
(vii) No funds received from an investment into a
company can be used to acquire another existing
business or trade;
(viii) Since 6 April 2016 a VCT must not make
“nonqualifying” investments except for certain
specified investments held for liquidity purposes
and redeemable within seven days. These include
investments in UCITS (Undertakings for Collective
Investments in Transferable Securities) funds, AIF
(Alternative Investment Funds) and in shares and
securities purchased on a Regulated Market. In
each of these cases the restrictions in (iii) – (vii)
above are not applied; and
(ix) Non-qualifying investments in AIM-quoted shares
are not permitted as AIM is not a Regulated
Market.
During 2018, HMRC stopped issuing pre-clearance
letters for VCT investments. They are encouraging
VCTs not to use the advance assurance service for
investments and have stated that where a VCT has
taken reasonable steps to ensure an investment is
qualifying, the VCT status will not be withdrawn where
an investment is ultimately found to be non-qualifying.
The Manager and the Board rely on advice from Philip
Hare & Associates regarding the qualifying status of
new investments. The Manager monitors compliance
with VCT qualifying rules on a day-to-day basis
through a combination of automated and manual
compliance checks in place within the business. Philip
Hare & Associates also review the portfolio bi-annually
to ensure the Manager has complied with regulations
and has reported to the Board that the VCT has met the
necessary requirements during the year.
Other Matters
Amati AIM VCT plc
Annual Report & Financial Statements 2023
30
PRIIPs Regulations
The Company is required to publish a Key Information
Document (KID), which sets out the key features, risks,
potential future performance and costs of PRIIPs
(Packaged Retail and Insurance-based Investment
Products). This document is available at the website
of Amati Global Investors: www.amatiglobal.com.
Statement on Long-term Viability
In accordance with the UK Corporate Governance Code
published in July 2018 (the “Code”), the Directors have
carried out a robust assessment of the prospects of the
Company for the period to January 2028, taking into
account the Company’s performance and emerging
and principal risks, and are of the opinion that, at the
time of approving the financial statements there is a
reasonable expectation that the Company will be able
to continue in operation and meet liabilities as they fall
due over that period.
To come to this conclusion the Manager prepares and
the Directors consider an income statement and cash
flow forecast for the next five years, which is considered
to be an appropriate time period due to its consistency
with the UK Government’s tax relief minimum holding
period for an investment in a VCT. This time frame
allows for forecasts to be made to allow the Board
to provide shareholders with reasonable assurance
over the viability of the Company. In making their
assessment the Directors have taken into account the
nature of the Company’s business and Investment
Policy, its risk management policies, the diversification
of its portfolio, the cash holdings and the liquidity of
non-qualifying investments.
The Directors have considered in particular the likely
economic effects and the impacts on the Company’s
operations of the war taking place in Ukraine, rising
inflation and interest rates.
The longer-term economic outlook is very difficult to
predict but in considering preparing the long term
viability of the Company the Directors noted the
Company holds a portfolio of liquid investments and
cash balances whose value is a multiple of liabilities.
Other Disclosures
The Company had no employees during the year and
has three non-executive directors, two of whom are
female and one is male.
On behalf of the Board
Fiona Wollocombe
Chairman
17 April 2023
Other Matters (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
31
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
Fiona Wollocombe
Chairman of the Board
Fiona Wollocombe was appointed
to the Board in June 2021 and was
appointed Chairman at the end of
the AGM in June 2022. She is also
chairman of Kings Arms Yard VCT
plc and chair of the Trustees of the
Scottish Ballet Endowment Fund.
Her previous career was in equity
capital markets at NatWest
Markets and Deutsche Bank. She
has previously held non-executive
director roles for a number of other
companies in the VCT sector
including being chairman of
Artemis VCT Plc and of Maven
Income and Growth VCT PLC.
Relevant skills and experience and
reasons for re-election:
Fiona brings strong banking,
financial and investment trust skills
to the Board. Her extensive
knowledge and experience within
the VCT industry help facilitate
open conversation, constructive
challenge of the Manager, and
contribute to strategic discussions
in her role as Chairman of the
Board. Following a comprehensive
board evaluation process, the
board agreed that Fiona continues
to be an effective Chairman and
member of the Board.
Board of Directors
Brian Scouler
Non-Executive Director and
Chairman of the Audit Committee
Brian Scouler joined the Board in
May 2018. Prior to this he was a non
executive director of Amati VCT plc
which merged with the Company in
May 2018. He spent 25 years in
Private Equity in senior roles with
Charterhouse, Royal Bank of
Scotland and Dunedin. He has wide
experience of buying and selling
private companies and investment
portfolio management, sitting on
numerous investee company boards.
He was formerly manager of a
quoted investment trust and a
member of the steering committee of
LPEQ, the listed private equity group.
He is a Chartered Accountant.
Relevant skills and experience and
reasons for re-election:
Brian’s experience in company and
investment portfolio management
brings valuable business and
financial skills to the Board. This
enables him to assess the financial
position of the Company and its
projections, and to lead discussions
regarding the Company’s risk
management framework and risk
appetite. Brian’s experience of
managing audit relationships helps
inform his role as Chairman of the
Audit Committee. Following a
comprehensive board evaluation
process, the board agreed that
Brian continues to be an effective
member of the Board.
Julia Henderson
Non-Executive Director and
Chairman of the Remuneration
and Nominations Committees
Julia Henderson joined the Board in
May 2018. Prior to this she was a
non executive director of Amati
VCT plc which merged with the
Company in May 2018. She has
specialised in advising quoted and
unquoted companies for over thirty
years. Her corporate finance career
began at ANZ Merchant Bank after
which she became a cofounder and
a director of Beeson Gregory
Limited, a mid-market investment
bank. Since 2004 she has been an
independent consultant, chairman
and non-executive director to
companies across a broad range
of sectors. Previous non-executive
directorships include Alkane Energy
plc, ECO Animal Health Group plc,
GTL Resources plc and TP Group plc.
Relevant skills and experience and
reasons for re-election:
Julia’s extensive experience in
investment banking and as a non-
executive director provides valuable
insight to the board. Her experience
aids constructive challenge in
the boardroom. Following a
comprehensive board evaluation
process, the board agreed that
Julia continues to be an effective
member of the Board.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
32
The Statement of Corporate Governance on pages 36
to 39 forms part of the Directors’ Report.
Principal Activity and Status
The Company is registered as a public limited company
under the Companies Act 2006 (Registration number
04138683). The address of the registered office is 8th
floor, 100 Bishopsgate, London, EC2N 4AG. The
principal activity of the Company is to invest in a
portfolio of companies whose shares are primarily
traded on AIM. The Directors have managed, and
intend to continue to manage, the Company’s affairs
in such a manner as to comply with section 274 of the
Income Tax Act 2007. A review of the Company’s
business during the year is contained in the Chairman’s
Statement and Fund Manager’s Review.
Directors
The Directors of the Company during the year under
review were Fiona Wollocombe, who was appointed as
Chairman of the Board in June 2022, Julia Henderson,
Brian Scouler, Peter Lawrence, who resigned as
Director of the Company on 16 June 2022 and
Susannah Nicklin, who also resigned as Director of
the Company on 19 September 2022. The Company
indemnifies its Directors and officers and has
purchased insurance to cover its Directors.
The rules concerning the appointment and replacement
of Directors are contained within the Company’s
Articles of Association and the Companies Act 2006.
The Articles of Association can be amended by
shareholders at a General Meeting.
Conflicts of Interest
Each Director has a statutory duty to avoid a situation
where they have, or could have, a direct or indirect
interest which conflicts, or may conflict with the interests
of the Company. A Director will not be in breach of that
duty if the relevant matter has been authorised in
accordance with the Articles. The Board has approved
a protocol for identifying and dealing with conflicts and
has resolved to conduct a regular review of actual or
possible conflicts and any authorised conflicts at every
Board meeting. No conflicts or potential conflicts were
identified during the year.
Management
The Company’s investments are managed by Amati
Global Investors Limited, subject to an Investment
Management Agreement dated 30 September 2019
(the “Agreement”) which was an update from the
original agreement dated 19 March 2010. Pursuant
to the Agreement, Amati is entitled to an investment
management fee of 1.75% per annum charged on the
net asset value of the Company at the quarter end,
payable quarterly in arrears. The Manager rebates the
fee it receives for the management of the Company’s
investment in the TB Amati UK Listed Smaller
Companies Fund.
The Manager waived the right granted in the original
Agreement to receive a performance fee.
The Agreement may be terminated by either party with
twelve months’ notice. There are several events that
could allow immediate termination by the Company,
including insolvency, material breach, loss of FCA
authorisation, a change of control of the Manager, and
Paul Jourdan, CEO of the Manager, ceasing to have an
active role in the management of the portfolio, unless
a replacement acceptable to the Company is appointed
within twenty business days.
Manager Evaluation
During the year, the Board reviewed the
appropriateness of the Manager’s appointment. In
carrying out its review, the Board considered the
skills, experience, resources and commitment of the
Manager together with the investment performance,
management processes, risk controls and the quality
of support provided to the Board during the year and
since its appointment. It also considered the length
of the notice period of the investment management
agreement and the fees payable to the Manager.
Following this review, it is the Directors’ opinion that
the continuing appointment of Amati Global Investors
Limited as Manager is in the interests of shareholders
as a whole. Among the reasons for this view in
particular are the Company’s long-term investment
performance relative to that of the markets in which the
Company invests, as well as the depth and experience
of the research capability of the Manager. The Directors
approved the continued appointment of the Manager in
line with existing terms.
Directors’ Report
Amati AIM VCT plc
Annual Report & Financial Statements 2023
33
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
Dividend
The Company paid an interim dividend of 3.5p per
share on 25 November 2022. As stated in the
Chairman’s Statement on page 5, the Board has
declared payment of a final dividend of 3.5 pence
per share for the financial year ending 31 January
2023. The dividend will be paid on 21 July 2023 to
shareholders on the register on 16 June 2023. The
ex-dividend date will be 15 June 2023. The last day
for DRIS elections is 30 June 2023.
Share Capital
There were 151,548,993 ordinary shares in issue at
the year end. During the year 15,042,328 shares in
the Company were allotted as a result of offers at an
average price of 166p per share raising £24.9m net of
issue costs. 1,575,001 shares in the Company were
allotted as a result of the Dividend Re-investment
Scheme.
During the year 1,789,133 shares in the Company with a
nominal value of 5p per share were bought back for an
aggregate consideration of £2.4m at an average price of
136p per share (representing 1.2% of the shares in issue
at 31 January 2023). Since the year end, 498,817 shares
have been bought back for an aggregate consideration
of £0.6m at an average price of 119p per share. All of the
shares were cancelled after purchase. The purpose of
the share buybacks was to satisfy demand from those
shareholders who sought to sell their shares during the
period, given that there is a very limited secondary
market for shares in Venture Capital Trusts generally.
It remains the Board’s policy to buy back shares in the
market, subject to the overall constraint that such
purchases are in the Company’s interest including the
maintenance of sufficient resources for investment in
new and existing investee companies and the continued
payment of dividends to shareholders. At the Company’s
year-end, authority remained for the Company to buy
back 21,111,486 shares.
The rights and obligations attached to the Company’s
ordinary shares are set out in the Company’s Articles
of Association, copies of which can be obtained from
Companies House. The Company has one class of
share, ordinary shares, which carry no right to fixed
income. The holders of ordinary shares are entitled to
receive dividends when declared, to receive the
Company’s report and accounts, to attend and speak
at general meetings, to appoint proxies and to exercise
voting rights.
There are no restrictions on voting rights and no
restrictions concerning the transfer of shares in the
Company except that certain restrictions may from
time to time be imposed by laws and regulations (for
example, insider trading laws). There are no special
rights with regard to control attached to securities; no
agreements between holders of securities regarding
their transfer known to the Company; and no
agreements to which the Company is a party that
might change or fall away on a change of control or
trigger any compensatory payments for Directors,
following a successful takeover bid.
Annual General Meeting
The notice of the Annual General Meeting to be held
on 15 June 2023 is set out on pages 79 to 84. The
Company intends for the meeting to be in person at the
Barber-Surgeons’ Hall and it will be live-streamed for
those who wish to view it. An investor event will be held
in the usual format after the formal business of the AGM,
which is proposed to be live-streamed. Please note that
live-streaming will only allow participants to view the
meeting and presentation, they will not have the ability
to vote, or ask questions. Shareholders wishing to ask
questions may do so by emailing the Manager at
info@amatiglobal.com. Instructions on how to watch
the meeting live, as well as further information on the
AGM and investor event, can be found on page 6.
Resolution 9 – Authority to allot shares (ordinary
resolution)
Section 551 of the Companies Act 2006 provides that
the Directors may not allot new shares without
shareholder approval.
Resolution 9 seeks to renew the Directors’ authority
to allot shares up to a maximum nominal amount of
£2,266,000, representing approximately 30 per cent.
of the Company’s total issued ordinary share capital
as at 17 April 2023 (being the latest practicable date
prior to publication of this document).
As at 17 April 2023, the Company did not hold any
ordinary shares in treasury. The authority will expire at
the end of the Annual General Meeting of the Company
to be held in 2024, unless previously renewed, varied
or revoked by the Company in general meeting.
The Directors intend to use this authority for the
purposes described below under Resolution 10. The
Directors will only issue new shares at a price at, or at a
premium to, the NAV per share at the time of issuance.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
34
Directors’ Report (continued)
Resolution 10 – Disapplication of pre-emption rights
(special resolution)
Resolution 10 seeks to renew the Directors’ authority to
allot equity securities for cash without first having to
offer such securities to existing shareholders pro rata to
their existing holdings. This will include the sale on a non
pre-emptive basis of any shares the Company holds in
treasury for cash. The Directors will only issue new
shares at a price at, or at a premium to, the NAV per
share at the time of issuance. The authority is limited to:
(i) an aggregate nominal amount of £1,964,000
(representing approximately 26 per cent. of the
issued share capital of the Company (excluding
treasury shares) as at the date of this document)
pursuant to one or more offers for subscription of
the Company; and
(ii) an aggregate nominal amount of £302,000
(representing approximately 4 per cent. of the
issued share capital of the Company (excluding
treasury shares) as at the date of this document)
pursuant to the dividend reinvestment scheme
operated by the Company. The authority will expire
at the end of the Annual General Meeting of the
Company to be held in 2024, unless previously
renewed, varied or revoked by the Company in
general meeting. This power will be exercised only
if, in the opinion of the Directors, it would be in the
best interests of shareholders as a whole.
Resolution 11 – Authority for the Company to purchase
its own shares (special resolution)
Resolution 11 authorises the Company to purchase up
to 14.99 per cent. of the issued ordinary share capital of
the Company as at the date of the passing of Resolution
11. As at 17 April 2023 this would equate to 22,642,421
ordinary shares. Purchases will be made on the open
market and Resolution 11 specifies the minimum and
maximum prices which may be paid for any ordinary
shares purchased under this authority and all purchases
would be made in accordance with the provisions of the
Companies Act 2006 and the Listing Rules. The Board
currently intends to cancel those shares purchased.
Such authority will expire at the end of the Annual
General Meeting of the Company to be held in 2024,
unless previously cancelled or varied by the Company
in general meeting.
Resolution 12 – Notice period for general meetings
(special resolution)
Under the Companies Act 2006, the notice period
required for all general meetings of the Company is
21 clear days. AGMs will always be held on at least 21
clear days’ notice, but shareholders can approve a
shorter notice period for other general meetings. The
Board believes that it is in the best interests of
shareholders of the Company to have the ability to call
meetings on no less than 14 clear days’ notice should
a matter require urgency. The Board is therefore
proposing Resolution 12 to approve the reduction in the
minimum notice period from 21 clear days to 14 clear
days for all general meetings other than AGMs. The
Directors do not intend to use less than 21 clear days
notice unless immediate action is required.
Independent Auditor
Following an evaluation of the auditor, the Board
proposes that BDO LLP be reappointed as independent
auditor to the Company at the AGM. Accordingly
resolutions will be proposed at the AGM for the
reappointment of BDO LLP and to authorise the
Directors to agree the independent auditor's
remuneration. Further details regarding the audit
assessment can be found in the Audit Committee
report on page 42.
Substantial Shareholdings
31 January As at the date
2023 of this report
No of % of No of % of
ordinary shares ordinary shares
shares held in issue shares held in issue
Hargreaves
Lansdown
(Nominees)
Limited 6,609,475 4% 6,557,166 4%
Re-election of Directors
In accordance with the AIC Code of Corporate
Governance, all Directors are proposed for re-election at
the upcoming AGM. Biographical details of all Directors
and their reasons for re-election are set out on page 31.
Going Concern
In accordance with FRC Guidance for Directors on
going concern and liquidity risk the Directors have
made an assessment of the Company’s ability to
continue as a going concern and are satisfied that the
Company has adequate resources to continue in
operational existence for a period of 12 months from
the date these financial statements were approved.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
35
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
In making this assessment, the Directors took into
account the nature of the Company’s business and
Investment Policy, its risk management policies, the
diversification of its portfolio, the cash holdings and the
liquidity of investments. The Company’s business
activities, together with the factors likely to affect its
future development, performance and position including
the financial risks the Company is exposed to are set
out in the Strategic Report on pages 4 to 30. The
Directors have considered in particular the likely
economic effects and the impacts on the Company’s
operations of the war taking place in Ukraine and the
continued increasing in inflation and interest rates.
The longer term economic outlook is difficult to predict
but in considering preparing the accounts on a going
concern basis the Directors noted the Company holds
a portfolio of liquid investments and cash balances
whose value is a multiple of liabilities. The Directors are
of the view that the Company can meet its obligations
as and when they fall due. The cash available enables
the Company to meet any funding requirements and
finance future additional investments. The Company is
a closed-end fund, where assets are not required to be
liquidated to meet day-to-day redemptions.
The Board has reviewed stress testing and scenario
analysis prepared by the Investment Manager to assist
it in assessing the impact of changes in market value
and income with associated cash flows. In making this
assessment, the Investment Manager has considered
plausible downside scenarios. These tests included the
modelling of a reduction in income of 50%, increase in
costs of 50% and a reduction in net asset value of 50%,
any or all of which could apply to any set of
circumstances in which asset value and income are
significantly impaired. It was concluded that in a
plausible downside scenario, the Company could
continue to meet its liabilities. Whilst the economic future
is uncertain, and the Directors believe that it is possible
the Company could experience further reductions in
income and/or market value, the opinion of the Directors
is that this should not be to a level which would threaten
the Company’s ability to continue as a going concern.
The Investment Manager and the Company’s third
party service providers have contingency plans to
ensure the continued operation of their business in the
event of disruption. The Board is satisfied that there has
been no impact to the services provided during the year
and are confident that this will continue. Furthermore,
the Directors are not aware of any material
uncertainties that may cast significant doubt on the
Company’s ability to continue as a going concern,
having taken into account the liquidity of the
Company’s investment portfolio and the Company’s
financial position in respect of its cash flows, borrowing
facilities and investment commitments (of which there
are none of significance). Therefore, the financial
statements continue to be prepared on the going
concern basis.
Accountability and Audit
The independent auditor’s report is set out on pages 48
to 54 of this annual report. The Directors who were in
office on the date of approval of these Annual Report
and Financial Statements have confirmed that, as
far as they are aware, there is no relevant audit
information (as defined by Section 418(3) of the
Companies Act 2006) of which the auditor is unaware.
Each of the Directors has taken all the steps they ought
to have taken as Directors in order to make themselves
aware of any relevant audit information and to
establish that it has been communicated to the auditor.
Listing Rule Disclosure
The Company confirms that there are no items which
require disclosure in relation to Listing Rule 9.8.4 in
respect of the year ended 31 January 2023.
Financial Instruments
The Company’s financial instruments comprise equity
and fixed interest investments, cash balances and liquid
resources including debtors and creditors. Further
details, including details about risk management, are
set out in the Strategic Report and in notes 14 to 18
on pages 70 to 74.
Future Developments
Significant events which have occurred after the
year end are detailed in note 20 on page 75. Future
developments which could affect the Company are
discussed in the outlook sections of the Chairman’s
Statement and Fund Manager’s Review.
On behalf of the Board
Fiona Wollocombe
Chairman
17 April 2023
Background
The Board of Amati AIM 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 UK Corporate
Governance Code (the “UK Code”), as well as setting
out additional Provisions on issues that are of specific
relevance to the Company as a venture capital trust.
The Board considers that reporting against the
Principles and Provisions of the AIC Code, which has
been endorsed by the Financial Reporting Council,
provides more relevant information to shareholders.
The Company has complied with the Principles and
Provisions of the AIC Code except as set out below:
Provision 14: the Board has determined that the
size of the Board does not warrant the
appointment of a senior independent director.
Provision 17: given the size of the Board, the
Directors feel it is unnecessarily burdensome to
set up a separate management engagement
committee, and the Remuneration Committee
therefore reviews the performance of the Manager,
as well as other service providers, annually.
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 UK Code to make them relevant for
investment companies. The UK Code is available
from the Financial Reporting Council’s website at
www.frc.org.uk. For the reasons set out in the AIC Code,
the Board considers that the provisions relating to the
role of chief executive, executive directors’ remuneration
and the need for an internal audit function are not
relevant to the position of the Company, due to the size
and specialised nature of the Company, the fact that all
Directors are independent and non-executive, and the
costs involved.
Board of Directors
The Company has a Board of three Directors, all of
whom are considered independent non-executive
directors under the AIC Code. As all Directors have
acted in the interests of the Company throughout the
period of their appointment and demonstrated
commitment to their roles, the Board recommends they
be re-elected at the AGM.
Statement of Corporate Governance
The Company may by ordinary resolution appoint any
person who is willing to act as a Director, either to fill a
vacancy or as an additional Director. No Director has a
service contract with the Company. All of the Directors
have been provided with letters of appointment,
which are available for inspection by shareholders
immediately before and after the Company’s annual
general meeting.
Directors are provided with key information on the
Company’s activities including regulatory and statutory
requirements and internal controls by the Manager. The
Manager, in the absence of explicit instructions from the
Board, is empowered to exercise discretion in the use of
the Company’s voting rights. All shareholdings are
voted, where practical, in accordance with the
Manager’s own corporate governance policy, which is
to seek to maximise shareholder value by constructive
use of votes at company meetings and by
endeavouring to use its influence as an investor with
a principled approach to corporate governance.
The AIC Code states that the Board should have a
formal schedule of matters specifically reserved to it for
decision, to ensure that it has firm direction and control
of the Company. This is achieved by an investment
management agreement between the Company and
the Manager, which sets out the matters over which
the Manager has authority and the limits above which
Board approval must be sought. All other matters
including strategy, investment and dividend policies,
gearing and corporate governance proceedings are
reserved for the approval of the Board of Directors.
During the year, the Board reviewed and approved the
schedule of matters reserved for the Board.
All of the Directors are equally responsible for the
proper conduct of the Company’s affairs. In addition,
the Directors are responsible for ensuring that the
policies and operations are in the best interests of all
the Company’s shareholders and that the best interests
of creditors and suppliers to the Company are properly
considered. The Chairman and the Company Secretary
establish the agenda for each Board meeting. The
necessary papers for each meeting are distributed well
in advance of each meeting ensuring all Directors
receive accurate, timely and clear information.
The Directors communicate regularly with each other,
and with the Manager, on ongoing business between
Board meetings.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
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Amati AIM VCT plc
Annual Report & Financial Statements 2023
37
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
Independence of Directors and Tenure
The Board regularly reviews the independence of each
Director and of the Board as a whole in accordance
with the guidelines in the AIC Code, and during the
reporting period, reviewed and approved the Board
Tenure Policy. Directors’ interests are noted at the start
of each Board meeting and any Director would not
participate in the discussion concerning any investment
in which he or she had an interest. The Board does
not consider that length of service will necessarily
compromise the independence or effectiveness of
Directors and no limit has been placed on the overall
length of service, although the Board does bear in mind
the nine year provision relating to independence and
length of service included in the AIC Code when looking
at Board succession. The Board considers that such
continuity and experience can be of significant benefit
to the Company and its shareholders. The Board
believes that each Director has demonstrated that they
are independent in character and judgment and there
are no relationships or circumstances which could
affect their objectivity.
Board Performance
The Board carries out a performance evaluation of
the Board, committees and individual Directors each
year. In 2022 the evaluation was undertaken by the
Company Secretary in the format of a board evaluation
questionnaire covering a range of topics. Key outcomes
of the evaluation were:
that the balance of skills is appropriate, and all
Directors contribute fully to discussion in an open,
constructive and objective way.
the composition of the Board and its committees
is considered appropriate for the effective
governance of the Company. The biographies
of the Directors, set out on page 31, demonstrate
the wide range of investment, commercial and
professional experience and diversity of experience
and background that they contribute.
each of the board committees are performing
effectively.
the discussion at Board meetings is considered
to be of a good quality.
succession planning has continued to be a focus
for the Board. The Nomination Committee has
carefully considered the size of the Board following
the changes to its composition during the year,
and has agreed that a Board of three is fit for the
current requirements of the Company for the time
being. The Nomination Committee further agreed
that it will continue to monitor and review the
composition of the Board during 2023.
Board Committees
The Board has established three committees to assist
with its operations, namely the Audit Committee,
the Remuneration Committee and the Nomination
Committee. Each of the committees’ delegated
responsibilities are clearly defined in formal terms of
reference which are available on request from the
Company Secretary and can be found on Amati’s
website: https://www.amatiglobal.com/fund/amati-
aimvct/the-board-1.
Audit Committee
The Report of the Audit Committee is included on
pages 40 to 42 and forms part of this statement.
Remuneration Committee
The Directors’ Remuneration Report can be found on
pages 43 to 46 of this report.
Nomination Committee
The Nomination Committee, chaired by Julia Henderson,
comprises the full Board. Given the small size of the
Board, this is felt to be appropriate as permitted by
the AIC Code. It meets at least once annually to make
recommendations to the Board on board structure, size
and composition (including the knowledge, experience,
skills and diversity of the Board). The Committee
considers succession planning at each meeting,
particularly in relation to the positions of the Chairman
and the chair of the Audit Committee. In considering
appointments to the Board, the Nomination Committee
takes into account the ongoing requirements of the
Company and the need to have a balance of skills
and experience within the Board.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
38
Peter Lawrence resigned as Chairman on 16 June 2022
and was replaced by Fiona Wollocombe and Susannah
Nicklin resigned as Director on 19 September 2022. As
a result, Julia Henderson was appointed as Chair of the
Remuneration Committee. As disclosed above, the
Committee will continue to review the composition of
the Board and succession planning during 2023.
Diversity
The Board has considered the recommendations of the
AIC Code on Corporate Governance concerning gender
diversity and welcomes initiatives aimed at increasing
diversity generally. The Board is clear that maintaining
an appropriate balance around the board table through
a diverse mix of skills, experience, knowledge, length of
service and background is of paramount importance
and gender diversity is a significant element of this.
Any search for new board candidates is conducted,
and appointments made, on merit, against objective
selection criteria having due regard, among other
things, to the benefits of diversity on the board. The
Board therefore continues to consider that it would be
inappropriate to set a target and will always appoint
the best person for the job based on merit, and will not
discriminate on the grounds of gender, race, ethnicity,
religion, sexual orientation, age, physical ability or
social background.
The Directors are aware of the need to have a Board
which, as a whole, comprises an appropriate balance
of skills, experience and diversity. New regulations on
diversity and inclusion will apply to the Company for its
next financial year ending 31 January 2024 and will
require the company to report on a comply or explain
basis against the following three key indicators:
40% of the Board should be comprised of women.
The Board meets this requirement and is
composed solely of non-executive Directors
and has 66% female representation.
At least one senior board position held by a
woman. The Board meets this requirement with
Fiona Wollocombe being Chairman of the Board.
Although not currently meeting the requirement
that one Director should be from an ethnic minority
background, this is something the Board will be
mindful of in any future recruitment, providing a
suitable candidate possesses the key skills and
experience required for the position.
The Company will include the prescribed disclosure
tables in its next annual report.
Board and Committee Meetings
The following table sets out the Directors’ attendance
at scheduled Board and committee meetings held
during the year ended 31 January 2023.
Board Audit Remuneration Nomination
meetings committee committee committee
meetings meetings meetings
Director held attended held attended held attended held attended
Peter Lawrence* 2 2111111
Julia Henderson 4 4331122
Susannah Nicklin** 3 3221111
Brian Scouler 4 4331122
Fiona Wollocombe 4 4331122
* resigned 16 June 2022
** resigned 19 September 2022
The Board is in regular contact with the Manager
between Board meetings. In addition to the above
meetings, the Board met a number of times on an ad-
hoc basis during the year to allot ordinary shares under
the offer for subscription and to approve the application
to the Court to execute the share premium cancellation
as authorised by the shareholders at the 2022 AGM.
Internal Control
Details of the principal risks and internal controls
applied by the Board are set out on pages 21 to 24.
The disclosures on internal control and risk
management procedures in the Report of the Audit
Committee on page 41 form part of this Corporate
Governance Statement.
Statement of Corporate Governance (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
39
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
Relations with Shareholders
The Company welcomes the views of shareholders and
places great importance on communication with its
shareholders. Shareholders have the opportunity to
meet the Board at the Annual General Meeting. All
shareholders are welcome to attend the meeting and
to ask questions of the Directors. The Board is also
happy to respond to any written queries made by
shareholders during the course of the year. All
communication from shareholders is recorded and
reviewed by the Board at every Board meeting to
ensure that shareholder enquiries are promptly and
adequately resolved. Amati also regularly engages
with shareholders and updates on shareholder
communication are provided at every Board meeting.
The notice of the AGM accompanies this annual report,
which is sent to shareholders via post and email,
depending on their preferences. A separate resolution
is proposed for each substantive issue. The Board
and representatives of the Manager are available to
answer any questions shareholders may have.
The Company also communicates with shareholders
through annual and half-yearly reports, which appear
on the Manager’s website: www.amatiglobal.com.
The Directors consider 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 and
performance, business model and strategy.
Share Capital and Companies Act Disclosures
Details of the Company’s share capital structure and
other Companies Act 2006 Disclosures and details of
substantial interests are set out on pages 33 and 34.
On behalf of the Board
Fiona Wollocombe
Chairman
17 April 2023
Amati AIM VCT plc
Annual Report & Financial Statements 2023
40
Composition of the Committee
The audit committee is chaired by Brian Scouler, a
chartered accountant, who has recent and relevant
financial experience. The Committee comprises all of
the Directors and the Board is satisfied that they have
a combination of financial, investment and business
experience, specifically with respect to the venture capital
trust sector. Given the size of the Board, and Fiona
Wollocombe’s experience, it is felt appropriate for her to
sit on the Audit Committee as permitted by the AIC Code.
Role of the Committee
During the year ended 31 January 2023 the audit
committee met three times and:
reviewed all financial statements released by the
Company (including the annual and half-yearly
report);
reviewed the Company’s accounting policies,
including the expense allocation policy which is
discussed with the Manager;
monitored the effectiveness of the system of
internal controls and risk management, including
a detailed review of the Company’s risk register;
approved the independent auditors plan and fees;
received a report from the independent auditor
following their detailed audit work, and discussed
key issues arising from that work; and
reviewed and updated its own terms of reference
in accordance with the AIC Code.
Significant Issues considered by the Committee
during the year
The Directors carried out a robust assessment of the
principal risks facing the Company and concluded that
the key areas of risk which threaten the business
model, future performance, solvency or liquidity of
the Company are:
Report of the Audit Committee
Key risk area Conclusion
Compliance with HM Revenue &
Customs to maintain the Company’s
VCT status
The Manager confirmed to the audit committee that the conditions for
maintaining the Company’s status had been complied with throughout the
year. The Company’s VCT status is also reviewed by the Company’s tax
adviser, Philip Hare & Associates, as described on page 29.
Market decline sparked by national
or global events
Black swan events such as wars cannot be predicted but can have an
effect on markets. The Manager’s approach to dealing with any market
adjustment is to be as diversified as possible so as to not overly suffer from
a decline in a particular sector. As the sector graph on page 17 shows, the
VCT’s investments are spread across ten sectors. The audit committee is
satisfied that the Manager considers risk appropriately in its investment
decision making process.
Valuation of investments The Manager confirmed to the audit committee that the basis of valuation
for quoted and unquoted companies was consistent with the prior year
and in accordance with published industry guidelines. The valuation of
quoted companies on AIM or those with a full listing is generally based on
bid prices, and for investments traded on SETS (London Stock Exchange's
electronic trading services) is based on the last traded price. The valuation
of unquoted companies takes account of the latest available information
about investee companies and current market data. Independent third
party valuations are used to corroborate the Manager’s valuations.
A comprehensive report on the valuation of unquoted investments is
presented and discussed at every Board meeting; Directors are also
consulted about material changes to those valuations between Board
meetings.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
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Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
These matters are monitored regularly by the Manager
and are reviewed by the Board at every Board meeting.
They were also discussed with the Manager and the
auditor at the audit committee meeting held to discuss
the annual financial statements.
The Manager and auditor confirmed to the audit
committee that they were not aware of any material
unadjusted misstatements. Having reviewed the
reports received from the Manager, the audit committee
is satisfied that the key areas of risk and judgement
have been properly addressed in the financial
statements and that the significant assumptions used
in determining the value of assets and liabilities have
been properly appraised and are sufficiently robust.
Internal Control
The Board acknowledges that it is responsible for the
Company’s internal control systems and for reviewing
their effectiveness. In accordance with the AIC Code
and the Guidance on Risk Management published by
the Financial Reporting Council in 2014, the audit
committee has established an ongoing process for
identifying, evaluating and managing the significant
risks faced by the Company. Internal controls are
designed to manage the particular needs of the
Company and the risks to which it is exposed. The
internal control systems aim to ensure the maintenance
of proper accounting records, the reliability of the
financial information upon which business decisions are
made and which is used for publication, and that the
assets of the Company are safeguarded. They can by
their nature only provide reasonable and not absolute
assurance against material misstatement or loss. The
financial controls operated by the Board include the
authorisation of the investment strategy and regular
reviews of the results and investment performance.
The Board has delegated contractually to third parties,
as set out on page 20, the management of the
investment portfolio, the custodial services including
the safeguarding of the assets, the day-to-day fund
accounting and administration, the company secretarial
services and registration services. Each of these
contracts was entered into after full and proper
consideration by the Board of the quality and cost of
services offered. The Board receives and considers
regular reports from the Manager. Ad hoc reports and
information are supplied to the Board as required. It
remains the role of the Board to keep under review the
terms of the investment management agreement
with the Manager.
A bi-annual review of the control systems is carried out
which covers consideration of the key risks in three
major areas: corporate strategy and compliance with
laws and regulations; financial management and
company reporting and relationships with service
providers. Each risk is considered with regard to the
controls exercised at Board level, reporting by service
providers and controls relied upon by the Board. The
company secretary reviews the annual statutory
accounts to ensure compliance with Companies Act
and the AIC Code and the audit committee reviews
financial information prior to its publication. The
principal features of the internal control systems which
the Company has in place in respect of financial
reporting include segregation of duties between the
review and approval of unquoted investment valuations
and the recording of these valuations in the accounting
records. Bank reconciliations, cash forecasts and
investment valuations are produced on a weekly basis
for review by the Manager. Quarterly management
accounts are produced for review and approval by
the Manager and the Board.
As an externally managed investment trust, the
Committee has decided that the systems and
procedures employed by the Manager and the
Administrator, including their risk management and
internal audit functions, provide assurance that a
sound system of internal control, which safeguards
shareholders’ investments and the Company’s assets, is
maintained. Reports on internal controls from both the
Custodian and the Administrator, which are reported on
by independent external accountants, are received and
reviewed annually. An internal audit function, specific to
the Company, is therefore considered unnecessary.
Non-Audit Services
The audit committee regards the continued
independence of the auditor to be a matter of the
highest priority. The Company’s policy with regard to
the provision of non-audit services by the auditor
ensures that no engagement will be permitted if:
the provision of the services would contravene any
regulation or ethical standard;
the auditor is not considered to be an expert
provider of the non-audit services;
Amati AIM VCT plc
Annual Report & Financial Statements 2023
42
the provision of such services by the auditor
creates a conflict of interest for either the Board
or the Manager; and
the services are considered to be likely to inhibit the
auditor’s independence or objectivity as auditor.
As the Company is a Public Interest Entity listed on the
London Stock Exchange, with effect from 1 April 2017,
under EU legislation, a cap on the level of fees incurred
for permissible non-audit services now applies and
should not exceed 70% of the average audit fee for the
previous three years.
No non-audit services were provided to the Company
by BDO LLP in the year under review (2022: nil).
Auditor Assessment, Independence and Audit Tender
The audit committee has managed the relationship
with the independent auditor and assessed the
effectiveness of the audit process. When assessing the
effectiveness of the process for the year under review
the Committee considered the auditor’s technical
knowledge and that it has a clear understanding of
the business of the Company; that the audit team is
appropriately resourced; that the auditor provided a
clear explanation of the scope and strategy of the
audit and that the auditor maintained independence
and objectivity. As part of the review of auditor
effectiveness and independence, BDO LLP has
confirmed that it is independent of the Company and
has complied with applicable auditing standards.
BDO LLP’s fee in respect of the audit for the year ended
31 January 2023 is £44,500 (2022: £35,000).
Following professional guidelines, the audit partner
rotates after five years. The year ended 31 January
2023 is Peter Smiths third year as audit partner.
Under mandatory rotation rules, the Company is
required to put the external audit out to tender at least
every ten years. The Company took advantage of the
Financial Reporting Council, Financial Conduct
Authority and Prudential Regulation Authority COVID-
19 Joint Statement that allowed future postponement
of the mandatory auditor tenders and postponed the
tender due to take place in 2020 to 2021. Following
the 2021 tender and evaluation process, the decision
was made for the audit to remain with BDO LLP. The
Committee expects to repeat a tender process no later
than 2030 in respect of the audit for the following
31 January year end, in line with the current audit
regulations.
The Committee has recommended to the Board that,
subject to Shareholder approval at the AGM due to be
held on 15 June 2023, BDO LLP be re-appointed as the
auditor of the Company for the forthcoming year.
By order of the Board
Brian Scouler
Chairman of the Audit Committee
17 April 2023
Report of the Audit Committee (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
43
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
Introduction
This report has been prepared in accordance with the
requirements of the Companies Act 2006 and The
Large and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations
2013 (the “Regulations”). The Directors’ Annual Report
on remuneration will be put to members at the
upcoming AGM.
The Company’s auditor, BDO LLP, is required to give its
opinion on certain information included in this report.
The disclosures which have been audited are indicated
as such. The auditor’s opinion on these and other
matters is included in the Independent Auditors
Report on pages 48 to 54.
The Remuneration Committee, chaired by Julia
Henderson, effective 1 December 2022, comprises the
full Board. Given the small size of the Board, this is felt
to be appropriate as permitted by the AIC Code.
Annual Statement from the Chairman of the
Company
Directors’ fees are reviewed annually and are set by the
Board to attract individuals with the appropriate range
of skills and experience. In determining the level of fees
their duties and responsibilities are considered, together
with the level of time commitment required in preparing
for and attending meetings. The aggregate
remuneration which may be be paid to all Directors
shall not exceed £150,000 per annum. The remit of the
remuneration committee is to discuss fees payable to
advisers (other than the Company’s auditor), the terms
of appointment and remuneration of the Directors and
make recommendations accordingly to the Board. The
Board, on the recommendation of the remuneration
committee, agreed to increase annual fees during the
year under review, with effect from 1 May 2022, in line
with the Consumer Prices Index including owner
occupiers’ housing costs (“CPIH”) as the Directors
felt this indicator represented a more comprehensive
measure of inflation. A small additional increase was
paid to the Chairman and Audit Committee Chair to
reflect the increased work required by the role within
the year.
Directors’ Remuneration Report
The remuneration committee receives a report on peer
group remuneration annually and benchmarks the
remuneration of the Directors against this report.
Directors’ Remuneration Policy
In accordance with the requirements of Schedule 8 of
the Large and Medium sized Companies and Groups
(Accounts and Reports) Regulations 2008, as amended
(the Regulations), an ordinary resolution to approve the
Directors’ Remuneration Policy was approved at the
Company’s AGM in 2021. It is proposed that the
approved policy remains in force until the AGM in 2024,
at which time a further resolution will be proposed.
The approved policy is available for inspection by
shareholders in the 2021 Annual Report on the
Company’s website:
https://www.amatiglobal.com/storage/116/AIMVCT_An
nualReport_31January2021.pdf
Directors’ Annual Report on Remuneration
Terms of appointment
No Director has a contract of service with the Company.
All of the Directors have been provided with letters of
appointment which include details of fees payable. The
letters of appointment provide that Directors are subject
to re-election by shareholders at the first annual
general meeting after their appointment. In accordance
with corporate governance best practice, the Board
has resolved that all Directors will stand for annual
re-election. Their re-election is subject to shareholder
approval. The letters of appointment are available for
inspection on request from the company secretary.
There is no period of notice to be given to terminate
the letters of appointment and no provision for
compensation upon early termination of appointment.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
44
The following table shows, for each Director, the original appointment date and the annual general meeting at
which they may stand for re-election.
Date of original Due date
Director appointment for re-election
Julia Henderson 4 May 2018 2023 AGM
Brian Scouler 4 May 2018 2023 AGM
Fiona Wollocombe 10 June 2021 2023 AGM
Directors’ fees for the year (Audited)
The fees payable to individual Directors in respect of the year ended 31 January 2023 are shown in the table below.
Year ended 31 January 2023
(audited)
Total Total
Taxable Fixed variable
Fees benefits† Total remuneration remuneration
£ £ £ £ £
Peter Lawrence* 10,130 531 10,661 10,130 -
Julia Henderson 24,500 303 24,803 24,500 -
Susannah Nicklin** 15,333 363 15,696 15,333 -
Brian Scouler 26,000 - 26,000 26,000 -
Fiona Wollocombe 27,019 - 27,019 27,019 -
102,982 1,197 104,179 102,982 -
Reimbursement of travel expenses
* retired at the end of the AGM on 16 June 2022
** resigned on 19 September 2022
Year ended 31 January 2022
(audited)
Total Total
Taxable Fixed variable
Fees benefits Total remuneration remuneration
£ £ £ £ £
Peter Lawrence 25,378 - 25,378 25,378 -
Julia Henderson 22,905 - 22,905 22,905 -
Susannah Nicklin 22,905 - 22,905 22,905 -
Brian Scouler 22,905 - 22,905 22,905 -
Fiona Wollocombe* 14,744 - 14,744 14,744 -
108,837 - 108,837 108,837 -
* appointed on 10 June 2021
Directors are remunerated exclusively by fixed fees and do not receive bonuses, share options, long-term
incentives, pension or other benefits. There have been no payments to past Directors during the financial year
ended 31 January 2023, whether for loss of office or otherwise.
Directors’ Remuneration Report (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
45
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Reports from the Directors
Highlights
Annual percentage change in remuneration of Directors
Directors’ pay has increased over the last three years, as set out in the table below:
2023 2022 2021 2020 2022-2023 2021-2022 2020-2021
££££ % %%
Peter Lawrence** 10,130 25,378 24,960 24,651 n/a 1.67 1.26
Julia Henderson 24,500 22,905 22,575 22,295 6.96 1.46 1.26
Susannah Nicklin*** 15,333 22,905 22,575 22,295 n/a 1.46 1.26
Brian Scouler 26,000 22,905 22,575 22,295 13.51 1.46 1.26
Fiona Wollocombe* 27,019 23,000 - - 17.47 n/a n/a
* appointed on 10 June 2021 therefore fee for 2022 is calculated on a pro-rata basis in order to provide a meaningful percentage change.
** resigned on 16 June 2022
*** resigned on 19 September 2022
The requirements to disclose this information came into force for companies with financial years starting on or
after 10 June 2019. The comparison will be expanded in future annual reports until such time as it covers a five
year period. The Company does not have any employees and therefore no comparisons are given in respect of
employees’ pay increases.
Statement of implementation of Remuneration Policy in respect of the financial year ending 31 January 2024
The Committee will, as usual, review Directors’ fees during 2023, taking account of the time required to be
committed to the business of the Company, CPIH increases and benchmarking information for its peer group,
and will consider whether any changes to remuneration are required.
Relative importance of spend on pay
The table below shows the remuneration paid to Directors and shareholder distributions in the year to 31 January
2023 and the prior year:
Percentage
2023 2022 increase/
£ £ (decrease)
Total dividend paid to shareholders 12,110,420 14,431,940 (16.09%)
Total repurchase of own shares 2,438,875 3,431,253 (28.92%)
Total Directors’ fees 102,983 108,837 (5.38%)
Directors’ shareholdings (Audited)
The Directors who held office at 31 January 2023 and their interests in the shares of the Company (including
beneficial and family interests) were:
31 January 2023 31 January 2022
% of issued % of issued
Shares held share capital Shares held share capital
Peter Lawrence* N/A N/A 941,660 0.69
Julia Henderson 22,376 0.01 19,360 0.01
Susannah Nicklin** N/A N/A 25,777 0.02
Brian Scouler 63,806 0.04 60,381 0.04
Fiona Wollocombe 19,763 0.01 13,755 0.01
* retired at the 2022 AGM on 16 June 2022
** resigned on 19 September 2022
Amati AIM VCT plc
Annual Report & Financial Statements 2023
46
Directors’ Remuneration Report (continued)
The Company confirms that it has not set out any formal requirements or guidelines for a Director to own shares in
the Company.
Company Performance
The Board is responsible for the Company’s investment strategy and performance, although the management of
the Company’s investment portfolio is delegated to the Manager through the investment management agreement.
The graph below compares the Company’s share price with dividends added back at the ex-dividend date to the
Numis Alternative Markets Total Return Index for the period from the launch of the Company. This index was
chosen for comparison purposes, as it is the benchmark used for investment performance measurement purposes.
Shareholder Voting
At the AGM held on 16 June 2022 93.99% of shareholders voted for, 6.01% voted against and 202,157 shares
were withheld in respect of the resolution approving the Directors’ Remuneration Report. At the AGM held on 9
June 2021 98.42% of shareholders voted for the Remuneration Policy with 1.58% voting against and 86,746
shares withheld.
On behalf of the Board
Julia Henderson
Chairman of the Remuneration Committee
17 April 2023
01/01/01
01/01/02
01/01/03
01/01/04
01/01/05
01/01/06
01/01/07
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01/01/14
01/01/15
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01/01/19
01/01/20
01/01/21
01/01/22
01/01/23
180
150
120
90
60
30
0
Amati AIM VCT share price
with dividends added back at
ex-dividend date (rebased to 100)
Numis Alternative
Markets Total Return
Index (rebased to 100)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
47
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
The Directors are responsible for preparing the annual
report and the financial statements in accordance with
UK Financial Reporting Standards and applicable law
and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the
Directors are required to prepare the company’s
financial statements and have elected to prepare the
company financial statements in accordance with UK
Financial Reporting Standards. 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 Financial Reporting
Standards, 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 group and the company will continue in
business;
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 accounts, taken as a whole,
are fair, balanced, and understandable and provide the
information necessary for shareholders to assess the
group’s performance, business model and strategy.
Website Publication
The Directors are responsible for ensuring the annual
report and the financial statements are made available
on a website. Financial statements are published on
the company’s website 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 company's website is the
responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity
of the financial statements contained therein.
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
The financial statements have been prepared in
accordance with the applicable set of accounting
standards, give a true and fair view of the assets,
liabilities, financial position and profit and 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.
On behalf of the Board
Fiona Wollocombe
Chairman
17 April 2023
Statement of Directors’ Responsibilities
Amati AIM VCT plc
Annual Report & Financial Statements 2023
48
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 January 2023 and
of its loss for the year then ended;
have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice.
have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Amati AIM
VCT PLC (the ‘Company’) for the year ended 31 January
2023 which comprise the Income Statement, the
Statement of Changes in Equity, the Balance Sheet, the
Statement of Cash Flows 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 Auditors
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 conclusion of a formal tender process in
2021, we were re-appointed by shareholders at the
AGM on 9 June 2021, subsequent to our original
appointment by shareholders at the AGM on 14 June
2011 to audit the financial statements for the year
ended 31 January 2011 and subsequent financial
periods. The period of total uninterrupted engagement
including retenders and reappointments is 13 years,
covering the years ended 31 January 2011 to 31
January 2023. 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 the
calculations therein 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
available cash resources relative to the forecast
expenditure which was assessed against the
prior year for reasonableness; and
Evaluating the Directors’ method of assessing the
going concern in light of market volatility and the
present uncertainties in economic recovery created
by rising inflation and interest rates and the impact
of the war in Ukraine;
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.
Independent Auditors Report
to the Members of Amati AIM VCT plc
Amati AIM VCT plc
Annual Report & Financial Statements 2023
49
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Overview
2023 2022
Key audit matters
Valuation and ownership
of investments 33
Materiality
Company financial statements as a whole
£1.7m (2022: £1.9m) based on 1% of total adjusted net
assets (2022: 1% of total adjusted net assets)
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
Key audit matter How the scope of our audit addressed the key audit matter
Valuation and ownership
of investments
(Note 1,8 and 14)
We considered the valuation and
ownership of investments to be the
most significant audit area as
investments represent the most
significant balance in the financial
statements and underpin the principal
activity of the entity.
Incorrect bid prices could be used in
in the valuation of quoted investments.
Incorrect assumptions could be used
in the valuation of unquoted
investments.
Investments could be included in the
valuation where the Company does
not have title to those investments.
There is also an inherent risk of
management override arising from the
unquoted investment valuations being
prepared by the Investment Manager,
who is remunerated based on
management fees.
For these reasons, we considered the
valuation and ownership of
investments to be a key audit matter.
We responded to this matter by testing the valuation and ownership of
100% of the portfolio of investments. We performed the following
procedures.
In respect of quoted investment valuations (97% of the total portfolio by
value) we have:
Confirmed the year end bid price was used by agreeing to
externally quoted prices and for all of the investments, assessed if
there were contra indicators, such as liquidity considerations, to
suggest bid price is not the most appropriate indication of fair value.
Obtained direct confirmation of ownership from the custodian
regarding all investments held at the balance sheet date.
Recomputed the total valuation and compared it to the valuations
used by management
In respect of unquoted investment valuations (remaining 3% of the total
portfolio by value) we have:
Obtained direct confirmation of ownership from the custodian /
investee entity at the balance sheet date.
Confirmed and challenged the assumptions and underlying
evidence supporting the year end valuations are in line with UK
Generally Accepted Accounting Practice and the International
Private Equity and Venture Capital Valuation (“IPEV”) Guidelines.
Considered the economic environment in which the company
operates to identify factors that could impact the investment
valuation.
Key observations:
Based on our procedures performed we did not identify any material
exceptions with regards to valuation or ownership of investments.
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.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
50
Independent Auditor’s Report (continued)
Our application of materiality
We apply the concept of materiality both in planning
and performing our audit, and in evaluating the effect
of misstatements. We consider materiality to be the
magnitude by which misstatements, including
omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the
financial statements.
In order to reduce to an appropriately low level the
probability that any misstatements exceed materiality,
we use a lower materiality level, performance materiality,
to determine the extent of testing needed. Importantly,
misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the
nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their
effect on the financial statements as a whole.
Based on our professional judgement, we determined
materiality for the financial statements as a whole and
performance materiality as follows:
Company financial statements
2023 2022
£m £m
Materiality 1.7 1.9
Basis for determining materiality 1% of net assets adjusted to 1% of net assets adjusted to
exclude fund raising during exclude fund raising during
the year the year
Rationale for the benchmark applied
Performance materiality 1.2 1.4
Basis for determining 75% of Materiality 75% of Materiality
performance materiality
Rationale for the percentage applied
for performance materiality
The VCT’s portfolio is mainly
comprised of quoted
investments, which are
considered low risk. For a low
risk portfolio where fair values
are highly visible, a base line
percentage of 1% invested
assets would be a typical
benchmark. We have applied
a percentage of 1% of
adjusted net asset value. The
benchmark used is lower than
the net asset value to take
into account cash that has
been recently raised from
disposals of investments.
The VCT’s portfolio is mainly
comprised of quoted
investments, which are
considered low risk. For a low
risk portfolio where fair values
are highly visible, a base line
percentage of 1% invested
assets would be a typical
benchmark. We have applied
a percentage of 1% of
adjusted net asset value. The
benchmark used is lower than
the net asset value to take
into account cash that has
been recently raised from
disposals of investments.
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.
The level of performance
materiality applied was set
after having considered a
number of factors including
the expected total value
of known and likely
mistatements and the level of
rttransactions in the year.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
51
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
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 £430,000 (2022: £497,000) based
on 10% of Gross Expenditure (2022: 10% of Gross
Expenditure).
Reporting threshold
We agreed with the Audit Committee that we would
report to them all individual audit differences in excess
of £34,000 (2022: £38,000). We also agreed to report
differences below this threshold that, in our view,
warranted reporting on qualitative grounds.
Other information
The directors are responsible for the other information.
The other information comprises the information
included in the annual report and financial statements,
other than the financial statements and our auditor’s
report thereon. Our opinion on the financial statements
does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do
not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the
work we have performed, we conclude that there is
a material misstatement of this other information,
we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the Directors
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of
the Corporate Governance Statement is materially
consistent with the financial statements or our
knowledge obtained during the audit.
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.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
52
Independent Auditor’s Report (continued)
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.
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.
Auditors 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.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
53
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
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:
Non-compliance with laws and regulations
Based on:
Our understanding of the Company and the
industry in which it operates;
Discussion with management and those charged
with governance; and
Obtaining and understanding of the Company’s
policies and procedures regarding compliance with
laws and regulations.
We considered the significant laws and regulations to
be the 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 2022 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 in respect of the above included:
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;
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; and
Reviewing minutes of meeting of those charged
with governance and legal correspondence and
invoices throughout the period for instances of
non-compliance with laws and regulations.
Fraud
We assessed the susceptibility of the financial
statement to material misstatement including fraud.
Our risk assessment procedures included:
Enquiry with management and those charged with
governance regarding any known or suspected
instances of fraud;
Obtaining an understanding of the company’s
policies and procedures relating to:
- Detecting and responding to the risks of
fraud; and
- Internal controls established to mitigate risks
related to fraud.
Review of minutes of meeting of those charged
with governance for any known or suspected
instances of fraud;
Discussion amongst the engagement team as to
how and where fraud might occur in the financial
statements;
Considering performance incentive schemes and
performance targets and the related financial
statement areas impacted by these; and
Based on our risk assessment, we considered the areas
most susceptible to fraud to be the valuation of
unquoted investments and management override of
controls.
Our procedures in respect of the above included:
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.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
54
Independent Auditor’s Report (continued)
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members who were all deemed to have
appropriate competence and capabilities 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
17 April 2023
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
Amati AIM VCT plc
Annual Report & Financial Statements 2023
55
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
2023 2023 2023 2022 2022 2022
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Loss on investments 8 - (55,748) (55,748) - (18,123) (18,123)
Investment income 2 1,810 - 1,810 701 - 701
Management fee 3 (930) (2,788) (3,718) (1,115) (3,345) (4,460)
Other expenses 4 (588) - (588) (514) - (514)
Profit/(loss) on ordinary
activities before taxation 292 (58,536) (58,244) (928) (21,468) (22,396)
Taxation on ordinary activities 5 --- - - -
Profit/(loss) and total
comprehensive income
attributable to shareholders 292 (58,536) (58,244) (928) (21,468) (22,396)
Basic and diluted earnings/(loss)
per ordinary share 7 0.19p (38.99)p (38.80)p (0.73)p (16.93)p (17.66)p
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 (‘AIC SORP’). There is no other comprehensive income other than
the results for the year discussed above. Accordingly a Statement of Total Comprehensive Income is not required.
All the items above derive from continuing operations of the Company.
The notes on pages 60 to 75 form part of these financial statements.
Income Statement
for the year ended 31 January 2023
Amati AIM VCT plc
Annual Report & Financial Statements 2023
56
for the year ended 31 January 2023
Non-distributable reserves
Capital
Capital reserve
Share Share Merger redemption (non-
capital premium reserve reserve distributable)
£’000 £’000 £’000 £’000 £’000
Opening balance as at 1 February 2022 6,836 109,545 425 819 80,666
(Loss)/profit and total comprehensive
income for the year - - - - (67,748)
Total comprehensive income
for the period 6,836 109,545 425 819 12,918
Contributions by and distributions to shareholders:
Repurchase of shares (89) - - 89 -
Shares issued 831 26,351 - - -
Costs of share issues - (132) - - -
Dividends paid - - - - -
Cancellation of share premium* - (134,824) - - -
Expenses in relation to cancellation
of share premium account - - - - -
742 (108,605) - 89 -
Closing balance as at 31 January 2023 7,578 940 425 908 12,918
* Following Court approval and the subsequent registration of the Court order with the Registrar of Companies on 14 September 2022,
the cancellation of the Company’s share premium account became effective and an amount of £134,824,000 was transferred from the
Share Premium account to the Special Reserve. The Special Reserve is available for distribution as determined in accordance with
the Companies Act 2006 and HMRC rules specific to venture capital trusts.
for the year ended 31 January 2022
Non-distributable reserves
Capital
Capital reserve
Share Share Merger redemption (non-
capital premium reserve reserve distributable)
£’000 £’000 £’000 £’000 £’000
Opening balance as at 1 February 2021 5,780 61,635 425 731 107,450
(Loss)/profit and total comprehensive
income for the year - - - - (26,784)
Contributions by and distributions to shareholders:
Repurchase of shares (88) - - 88 -
Shares issued 1,144 48,216 - - -
Costs of share issues - (306) - - -
Dividends paid - - - - -
Total contributions by and
distributions to shareholders 1,056 47,910 - 88 -
Closing balance as at 31 January 2022 6,836 109,545 425 819 80,666
The accompanying notes on pages 60 to 75 are an integral part of these financial statements.
Statement of Changes in Equity
Amati AIM VCT plc
Annual Report & Financial Statements 2023
57
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
Distributable reserves
Capital
Special reserve Revenue Total
reserve (distributable) reserve reserves
£’000 £’000 £’000 £’000
57,160 (6,104) (2,273) 247,074
- 9,212 292 (58,244)
57,160 3,108 (1,981) 188,830
(2,451) - - (2,451)
- - - 27,182
- - - (132)
(12,110) - - (12,110)
134,824 - - -
(38) - - (38)
120,225 - - 12,451
177,385 3,108 (1,981) 201,281
Distributable reserves
Capital
Special reserve Revenue Total
reserve (distributable) reserve reserves
£’000 £’000 £’000 £’000
75,023 (11,420) (1,345) 238,279
- 5,316 (928) (22,396)
(3,431) - - (3,431)
- - - 49,360
- - - (306)
(14,432) - - (14,432)
(17,863) - - 31,191
57,160 (6,104) (2,273) 247,074
Amati AIM VCT plc
Annual Report & Financial Statements 2023
58
2023 2022
Note £’000 £’000
Fixed assets
Investments held at fair value 8 142,354 214,737
Current assets
Debtors 9 329 1,972
Cash at bank 17 59,595 31,833
59,924 33,805
Current liabilities
Creditors: amounts falling due within one year 10 (997) (1,468)
(997) (1,468)
Net current assets 58,927 32,337
Total assets less current liabilities 201,281 247,074
Capital and reserves
Called-up share capital* 11 7,578 6,836
Share premium account* 940 109,545
Merger reserve* 425 425
Capital redemption reserve* 908 819
Capital reserve (non distributable)* 12,918 80,666
Special reserve 177,385 57,160
Capital reserve (distributable) 3,108 (6,104)
Revenue reserve (1,981) (2,273)
Equity shareholders' funds 201,281 247,074
Net asset value per share 12 132.8p 180.7p
* These reserves are not distributable.
The financial statements on pages 55 to 59 were approved and authorised for issue by the Board of Directors on
17 April 2023 and were signed on its behalf by
Fiona Wollocombe
Chairman
Company Number 04138683
The accompanying notes on pages 60 to 75 are an integral part of these financial statements.
Balance Sheet
as at 31 January 2023
Amati AIM VCT plc
Annual Report & Financial Statements 2023
59
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
2023 2022
£’000 £’000
Cash flows from operating activities
Investment income received 1,299 626
Investment management fees paid (3,910) (4,427)
Other operating costs (572) (485)
Net cash outflow from operating activities (3,183) (4,286)
Cash flows from investing activities
Purchase of investments (12,422) (32,872)
Sale of investments 31,166 13,596
Net cash inflow/(outflow) from investing activities 18,744 (19,276)
Net cash inflow/(outflow) before financing 15,561 (23,562)
Cash flows from financing activities
Proceeds of share issues* 24,931 46,748
Issue costs (132) (306)
Share buy-backs (2,701) (4,194)
Equity dividends paid (9,859) (11,820)
Expenses in relation to cancellation of share premium account (38) -
Net cash inflow from financing activities 12,201 30,428
Increase in cash 27,762 6,866
Opening cash & cash equivalents 31,833 24,967
Closing cash & cash equivalents 59,595 31,833
Reconciliation of Loss on Ordinary Activities Before
Taxation to Net Cash Outflow from Operating Activities
Loss on ordinary activities before taxation (58,244) (22,396)
Loss on investments 55,748 18,123
Less dividends reinvested (223) (71)
(Decrease)/increase in creditors (188) 64
Increase in debtors (276) (6)
Net cash outflow from operating activities (3,183) (4,286)
* Adjusted to exclude non-cash dividends re-invested under the Dividend Re-investment Scheme.
The accompanying notes on pages 60 to 75 are an integral part of these financial statements.
Statement of Cash Flows
for the year ended 31 January 2023
Amati AIM VCT plc
Annual Report & Financial Statements 2023
60
1 Accounting Policies
Basis of Accounting
The financial statements have been prepared under FRS 102 ‘The Financial Reporting Standard applicable in
the UK and Republic of Ireland’ and in accordance with the AIC SORP.
Basis of Preparation
The functional currency of the Company is Pounds Sterling because this is the currency of the primary
economic environment in which the Company operates. The financial statements are presented in Pounds
Sterling rounded to the nearest thousand, except where otherwise indicated.
Going Concern
The financial statements have been prepared on a going concern basis and on the basis that the Company
maintains its VCT Status.
The Directors have made an assessment of the Company’s ability to continue as a going concern and are
satisfied that the Company has adequate resources to continue in operational existence for a period of 12
months from the date these financial statements were approved.
In making this assessment, the Directors have considered in particular the likely economic effects and the
impacts of the war taking place in Ukraine, rising inflation and interest rates on the Company, operations and
investment portfolio.
The Directors noted that the Company, with the current cash balance and holding a portfolio of liquid listed
investments, is able to meet the obligations of the Company as they fall due. The cash available enables the
Company to meet any funding requirements and finance future additional investments. The Company is a
closed-end fund, where assets are not required to be liquidated to meet day-to-day redemptions.
The Board has reviewed stress testing and scenario analysis prepared by the Investment Manager to assist it
in assessing the impact of changes in market value and income with associated cash flows. In making this
assessment, the Investment Manager has considered plausible downside scenarios. These tests included the
modelling of a reduction in income of 50%, increase in costs of 50% and a reduction in net asset value of
50%, any or all of which could apply to any set of circumstances in which asset value and income are
significantly impaired. It was concluded that in a plausible downside scenario, the Company could continue
to meet its liabilities. Whilst the economic future is uncertain, and the Directors believe that it is possible the
Company could experience further reductions in income and/or market value, the opinion of the Directors is
that this should not be to a level which would threaten the Company’s ability to continue as a going concern.
The Directors, the Investment Manager and the Company’s other service providers have put in place
contingency plans to minimise disruption. The Board was satisfied that there has been minimal impact to the
services provided during the year and is confident that this will continue. Furthermore, the Directors are not
aware of any material uncertainties that may cast significant doubt on the Company’s ability to continue
as a going concern, having taken into account the liquidity of the Company’s investment portfolio and the
Company’s financial position in respect of its cash flows, borrowing facilities and investment commitments (of
which there are none of significance). Therefore, the financial statements have been prepared on the going
concern basis.
Segmental Reporting
The Directors are of the opinion that the Company is engaged in a single segment of business, being
investment business. The Company primarily invests in companies listed in the UK.
Notes to the Financial Statements
Amati AIM VCT plc
Annual Report & Financial Statements 2023
61
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
Judgements and Key Sources of Estimation Uncertainty
The preparation of the Financial Statements requires management to make judgments, estimates and
assumptions that affect the application of policies and reported amounts in the financial statements. The
estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making judgements
about carrying values of assets and liabilities and the allocation of income and expenses that are not
apparent from other sources. The nature of estimation means that the actual outcomes could differ from
those estimates, possibly significantly.
The most critical estimates and judgments relate to the determination of carrying value of unquoted
investments at fair value through profit or loss. The policies for these are set out in the notes to the financial
statements below. The Company values unquoted investments by following the International Private Equity
Venture Capital Valuation (“IPEV”) guidelines. Further areas requiring judgement and estimation are
recognising and classifying unusual or special dividends received as either capital or revenue in nature. The
estimates and underlying assumptions are reviewed on an ongoing basis. There are no further significant
judgements or estimates in these financial statements.
Income
Dividends receivable on quoted equity shares are taken to revenue on an ex-dividend basis except where, in
the opinion of the Directors, their nature indicates they should be recognised in the Capital Account. Where no
ex-dividend date is quoted, dividends are brought into account when the Company’s right to receive payment
is established.
Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis,
provided there is no reasonable doubt that payment will be received in due course.
Interest receivable is included in the accounts on an accruals basis. Where interest is rolled up or payable on
redemption it is recognised as income unless there is reasonable doubt as to its receipt.
All other income is accounted for on a time-apportioned accrual basis and is recognised in the Income
Statement.
Expenses
All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital
items presented within the income statement, all expenses have been prescribed as revenue items except as
follows:
Expenses are split and presented partly as capital items where a connection with the maintenance or
enhancement of the value of the investments held can be demonstrated, and accordingly the investment
management fee is currently allocated 25% to revenue and 75% to capital, which reflects the Directors
expected long-term view of the nature of the investment returns of the Company.
Issue costs in respect of ordinary shares issued by the Company are deducted from the share premium
account.
Taxation
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the
balance sheet date. Deferred tax assets are only recognised when they arise from timing differences where
recovery in the foreseeable future is regarded as more likely than not. Timing differences are differences
arising between the Company’s taxable profits and its results as stated in the financial statements which
are capable of reversal in one or more subsequent periods. Deferred tax is not discounted.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
62
1 Accounting Policies (continued)
Current tax is expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the balance sheet date and any adjustment to tax payable in respect of previous
years. The tax effect of different items of expenditure is allocated between revenue and capital on the same
basis as a particular item to which it relates, using the Company’s effective rate of tax, as applied to those
items allocated to revenue, for the accounting year.
No tax liability arises on gains from sales of fixed asset investments by the Company by virtue of its VCT
status.
Investments
In accordance with FRS 102, Sections 11 and 12, all investments held by the Company are designated as
held at fair value upon initial recognition and are measured at fair value through profit or loss in subsequent
accounting periods. Investments are initially recognised at cost, being the fair value of the consideration given.
After initial recognition, investments are measured at fair value, with changes in the fair value of investments
recognised in the Income Statement and allocated to capital. Realised gains and losses on investments sold
are calculated as the difference between sales proceeds and cost. Also included within this heading are
transaction costs in relation to the purchase or sale of investments.
In respect of investments that are traded on AIM or are fully listed, these are valued at bid prices at close of
business on the Balance Sheet date. Investments traded on SETS (London Stock Exchanges electronic trading
service) are valued at the last traded price as this is considered to be a more accurate indication of fair value.
Fair values for unquoted investments, or for investments for which the market is inactive, are established by
using various valuation techniques in accordance with IPEV guidelines. These are constantly monitored for
value and impairment. The values and impairment, if any, are approved by the Board. The shares may be
valued by using the most appropriate methodology recommended by the IPEV guidelines, including revenue
multiples, net assets, discounted cashflows and industry valuation benchmarks.
Convertible loan stock instruments are valued using present value of future payments discounted at a market
value of interest for a similar loan and valuing the option at fair value.
Contingent Value Rights (CVRs) pay out if certain hurdles are achieved and are valued at the amount payable
per share on achievement of those hurdles, discounted for certain probabilities and the time to the value date
to reflect the illiquidity of the holdings, and further discounted for payment, if it becomes due, being made
either in the form of loan notes or shares issue at market value.
The valuation of the Company’s investment in TB Amati UK Listed Smaller Companies Fund is based on the
published share price. The valuation is provided by the Authorised Corporate Director of the fund, T Bailey
Fund Managers Limited.
Financial Instruments
The Company classifies financial instruments, or their component parts, on initial recognition as a financial
asset, a financial liability or an equity instrument in accordance with the substance of the contractual
arrangement. Financial instruments are recognised on trade date when the Company becomes a party to the
contractual provisions of the instrument. All financial instruments are designated upon initial recognition as
held at fair value through profit or loss, and are measured at subsequent reporting dates at fair value, with
changes in the fair value recognised in the Income Statement and allocated to capital.
Financial instruments are derecognised on the trade date when the Company is no longer a party to the
contractual provisions of the instrument.
Notes to the Financial Statements (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
63
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
Cash and Cash Equivalents
For the purposes of the Balance Sheet, cash comprises cash in hand and demand deposits. Cash equivalents
are short-term, highly liquid investments and money market funds that are readily convertible to known
amounts of cash and which are subject to insignificant risk of changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and cash
equivalents as defined above, net of outstanding bank overdrafts when applicable.
Foreign Currency
Foreign currency assets and liabilities are translated into sterling at the exchange rates ruling at the balance
sheet date. Transactions during the year are converted into sterling at the rates ruling at the time the
transactions are executed. Any gain or loss arising from a change in exchange rate subsequent to the date
of the transaction is included as an exchange gain or loss in the capital reserve or the revenue account
depending on whether the gain or loss is of a capital or revenue nature.
Short-term Debtors and Creditors
Debtors and creditors with no stated interest rate and receivable within one year are recorded at transaction
price. Any losses arising from impairment are recognised in the income statement in other operating expenses
upon notification.
Dividends Payable
Final dividends are included in the financial statements when they are approved by shareholders. Interim
dividends payable are included in the financial statements on the date on which they are paid.
Share Premium
The share premium account is a non-distributable reserve which represents the accumulated premium paid
on the issue of shares in previous periods over the nominal value, net of any expenses.
Merger Reserve
The merger reserve is a non-distributable reserve which originally represented the share premium on shares
issued when the Company merged with Singer & Friedlander AIM VCT and Singer & Friedlander AIM 2 VCT in
February 2006. The merger reserve is released to the realised capital reserve as the assets acquired as a
consequence of the merger are subsequently disposed of or permanently impaired. There have been no
disposals of these assets during the year.
Capital Redemption Reserve
The capital redemption reserve represents non-distributable reserves that arise from the purchase and
cancellation of shares.
Special Reserve
The special reserve was created by the cancellation of the share premium account by order of the Court and forms
part of the distributable reserves. Distributions may be restricted as determined in accordance with the Companies
Act 2006 and HMRC rules specific to venture capital trusts. The following items are taken to this reserve:
costs of share buybacks; and
dividends payable to shareholders.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
64
1 Accounting Policies (continued)
Capital Reserve
The following are taken to the capital reserve through the capital column in the Income Statement:
Capital reserve – other, forming part of the distributable reserves:
gains and losses on the disposal of investments;
realised exchange gains and losses of a capital nature; and
expenses allocated to this reserve in accordance with the above policies
Capital reserve – investment holding gains, not distributable:
increase and decrease in the value of investments held at the year end; and
unrealised exchange gains of a capital nature.
Revenue Reserve
The revenue reserve represents accumulated profits and losses and any surplus profit is distributable by way
of dividends.
2 Income
Year to Year to
31 January 31 January
2023 2022
£’000 £’000
Dividends from UK companies 843 701
UK loan stock interest 447 -
Interest from deposits 519 -
Other income 1 -
1,810 701
3 Management Fees
The Manager provides investment management and fund accounting and administration services to the
Company under an Investment Management Agreement (“IMA”) and a Fund Administration, Secretarial
and Fund Accounting Agreement (“FASSFAA”). Details of these agreements are given on page 20.
Under the IMA the Manager receives an investment management fee of 1.75% of the net asset value of the
Company quarterly in arrears.
The Company received a rebate of its management fee for the investment in the TB Amati UK Listed Smaller
Companies Fund.
The investment management fee for the year was as follows:
Year to Year to
31 January 31 January
2023 2022
£’000 £’000
Due to the Manager by the Company at 1 February 1,049 1,016
Investment management fee charged to revenue and capital for the year 3,718 4,460
Fees paid to the Manager during the year (3,910) (4,427)
Due to the Manager by the Company at 31 January 857 1,049
Notes to the Financial Statements (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
65
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
In addition to the investment management fee the Manager also received a fund accounting and
administration fee of £72,000 (2022: £96,000) paid quarterly in arrears. See note 4.
No performance fee is payable in respect of the year ended 31 January 2023, as the Manager has waived all
performance fees from 31 July 2014 onwards.
Annual running costs are capped at 3.5% of the Company’s net assets. If the annual running costs of the
Company in any year are greater than 3.5% of the Company’s net assets, the excess is met by the Manager by
way of a reduction in future management fees. The annual running costs include the Directors’ and Manager’s
fees, professional fees and the costs incurred by the Company in the ordinary course of its business (but
excluding any commissions paid by the Company in relation to any offers for subscription, any performance
fee payable to the Manager, irrecoverable VAT and exceptional costs, including winding-up costs).
4 Other Expenses
Year to Year to
31 January 31 January
2023 2022
£’000 £’000
Directors' remuneration 103 109
Directors' employer's national insurance 9 4
Directors' expenses 2 2
Auditor's remuneration - audit of statutory financial statements 45 35
Administration fee 71 94
Company secretarial services 48 -
Other expenses 310 270
588 514
The Company has no employees. The Directors are therefore the only key management personnel.
Details of Directors’ remuneration are provided in the audited section of the directors’ remuneration report on
page 44.
5 Tax on Ordinary Activities
5a Analysis of charge for the year
Year to Year to
31 January 31 January
2023 2022
£’000 £’000
Charge for the year - -
Amati AIM VCT plc
Annual Report & Financial Statements 2023
66
5 Tax on Ordinary Activities (continued)
5b Factors affecting the tax charge for the year
Year to Year to
31 January 31 January
2023 2022
£’000 £’000
Loss on ordinary activities before taxation (58,244) (22,396)
Corporation tax at standard rate of 19.00% (2022: 19.00%) (11,066) (4,255)
Effect of:
Non-taxable dividends (160) (133)
Non-taxable losses on investments 10,592 3,443
Movement in excess management expenses 634 945
Tax charge for the year ( note 5a) - -
Due to the Company’s tax status as an approved Venture Capital Trust, deferred tax has not been
provided on any capital gains arising on the disposal or valuation of investments as such gains are not
taxable. We remain of the view that the provisions of CTA 2009 sections 396 and 641 apply to treat any
gains/losses on loan instruments as taxable under the chargeable gains provisions in TCGA 1992 and
further exempt the VCT from tax under the provisions in s100.
No deferred tax asset has been recognised on surplus management expenses carried forward as it is not
envisaged that future taxable profits will be available against which the Company can use the benefits.
The amount of unrecognised deferred tax asset is £6,827,000 (31 January 2022: £5,992,000) based on
a corporate tax rate of 25% substantively enacted at the balance sheet dates and due to come into
effect on 1 April 2023.
6 Dividends
Amounts recognised as distributions to equity holders during the year:
2023 2023 2022 2022
Revenue Capital Revenue Capital
£’000 £’000 £’000 £’000
Final dividend for the year ended 31 January 2022
of 4.50p per ordinary share paid on 22 July 2022 - 6,803 - -
Interim dividend for the year ended 31 January 2023
of 3.50p per ordinary share paid on 25 November 2022 - 5,307 - -
Final dividend for the year ended 31 January 2021
of 7.00p per ordinary share paid on 23 July 2021 - - - 8,278
Interim dividend for the year ended 31 January 2022
of 4.50p per ordinary share paid on 26 November 2021 - - - 6,154
- 12,110 - 14,432
Set out below are the interim and final dividends paid or proposed on ordinary shares in respect of the
financial year:
2023 2023 2022 2022
Revenue Capital Revenue Capital
£’000 £’000 £’000 £’000
Interim dividend for the year ended 31 January 2023
of 3.50p per ordinary share (2022: 4.50p) - 5,307 - 6,154
Declared final dividend for the year ended 31 January 2023
of 3.50p per ordinary share (2022: 4.50p)* - 5,287 - 6,698
- 10,594 - 12,852
* Based on shares in issue on 17 April 2023. The payment of a final dividend will, as always, be subject to ensuring that the Company has sufficient distributable
reserves at the time
Notes to the Financial Statements (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
67
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
7 Earnings per Share
2023 2022
Basic and Basic and
diluted diluted
Net profit/ Weighted Earnings Net profit/ Weighted Earnings
(loss) average per share (loss) average per share
£’000 shares pence £’000 shares pence
Revenue 292 0.19p (928) (0.73)p
Capital (58,536) (38.99)p (21,468) (16.93)p
Total (58,244) 150,110,568 (38.80)p (22,396) 126,840,235 (17.66)p
8 Investments
Level 1* Level 2* Level 3* Total
£’000 £’000 £’000 £’000
Opening cost as at 1 February 2022 128,607 - 6,955 135,562
Opening investment holding gains 80,646 - 20 80,666
Opening unrealised loss recognised in realised reserve (228) - (1,263) (1,491)
Opening fair value as at 1 February 2022 209,025 - 5,712 214,737
Analysis of transactions during the year:
Reclassification in the year (67) - 67 -
Purchases at cost 9,262 3,350 12,612
Disposals - proceeds received (29,128) - (119) (29,247)
- realised loss on disposals (3,564) - (592) (4,156)
- unrealised losses during the year (47,917) - (3,675) (51,592)
Closing fair value as at 31 January 2023 137,611 - 4,743 142,354
Closing cost as at 31 January 2023 120,593 - 9,071 129,664
Closing investment holding gains/(losses)
as at 31 January 2023 17,246 - (4,328) 12,918
Closing unrealised loss recognised in realised
reserve at 31 January 2023 (228) - - (228)
Closing fair value as at 31 January 2023 137,611 - 4,743 142,354
Equity shares 137,611 - 166 137,777
CVRs - - - -
Convertible loan notes - - 4,577 4,577
Closing fair value as at 31 January 2023 137,611 - 4,743 142,354
Amati AIM VCT plc
Annual Report & Financial Statements 2023
68
8 Investments (continued)
Holdings of ordinary shares in unquoted companies rank pari passu for voting purposes. Preference shares
and CVRs have no voting rights.
The Company received £29,247,000 (2022: £15,515,000) from the sale of investments in the year. The book
cost of these investments when they were purchased was £18,509,000 (2022: £6,855,000). These
investments have been revalued over time and until they were sold any unrealised gains/(losses) were
included in the fair value of the investments.
2023 2022
£’000 £’000
Realised (losses)/gains on disposal (4,156) 65
Unrealised losses on investments during the year (51,592) (18,188)
Net losses on investments (55,748) (18,123)
Transaction Costs
During the year the Company incurred transaction costs of £nil (31 January 2022: £44,000) and £14,000
(31 January 2022: £8,000) on purchases and sales of investments respectively. These amounts are included
in the gain on investments as disclosed in the income statement.
9 Debtors
2023 2022
£’000 £’000
Receivable for investments sold - 1,919
Prepayments and accrued income 329 53
329 1,972
10 Creditors: Amounts Falling due within One Year
2023 2022
£’000 £’000
Payable for share buybacks - 249
Payable for investments bought - 34
Other creditors 997 1,185
997 1,468
11 Called Up Share Capital
2023 2023 2022 2022
Ordinary shares (5p shares) Number £’000* Number £’000*
Allotted, issued and fully paid at 1 February 136,720,797 6,836 115,589,550 5,780
Issued during the year 16,617,329 831 22,880,426 1,144
Repurchase of own shares for cancellation (1,789,133) (89) (1,749,179) (88)
At 31 January 151,548,993 7,578 136,720,797 6,836
* Nominal value
During the year a total of 1,789,133 ordinary shares of 5p each were purchased by the Company at an average
price of 136p per share.
Further details of the Company’s share capital and associated rights are shown in the Directors’ Report on page 33.
Notes to the Financial Statements (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
69
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
12 Net Asset Value per Ordinary Share
2023 2022
Net NAV NAV
assets Ordinary per share Net assets Ordinary per share
£’000 shares pence £’000 shares pence
Ordinary share 201,281 151,548,993 132.8 247,074 136,720,797 180.7
13 Significant Interests
The Company has the following significant interests (amounting to an investment of 3% or more of the equity
capital of an undertaking):
% held
Northcoders Group plc 14.3
Getech Group plc 11.5
Polarean Imaging plc 11.5
Aurrigo International plc 10.4
Rosslyn Data Technologies plc 10.4
Ixico plc 10.1
Fusion Antibodies plc 9.0
One Media iP Group plc 8.0
Glantus Holdings plc 7.8
Hardide plc 7.7
Block Energy plc 7.5
Intelligent Ultrasound plc 6.7
Ensilica plc 6.5
Falanx Cyber Security Limited 6.3
Sosandar plc 5.6
Byotrol plc 5.5
Saietta Group plc 5.2
Aptamer Group plc 4.5
Zenova Group plc 4.2
Water Intelligence plc 4.2
Velocys plc 3.9
Strip Tinning Holdings plc 3.7
Rua Life Sciences plc 3.6
Kinovo plc 3.5
Velocity Composites plc 3.2
Amati AIM VCT plc
Annual Report & Financial Statements 2023
70
14 Financial Instruments
The Company’s financial instruments comprise equity and fixed interest investments, cash balances and
liquid resources including debtors and creditors. The Company holds financial assets in accordance with its
investment policy to invest in qualifying investments predominantly in AIM traded companies or companies
to be traded on AIM.
Classification of financial instruments
The Company held the following categories of financial instruments at 31 January:
2023 2022
£’000 £’000
Assets at fair value through profit or loss:
Investments 142,354 214,737
Assets measured at amortised cost:
Accrued income and other debtors 329 1,972
Cash at bank 59,595 31,833
Liabilities (amounts due within one year) measured at amortised cost:
Payable for investments bought - (282)
Accrued expenses (997) (1,186)
Total for financial instruments 201,281 247,074
The investments are measured at fair value through profit or loss. The Company’s investing activities expose it
to various types of risk that are associated with the financial instruments and markets in which it invests. The
most important types of financial risk to which the Company is exposed are market risk, credit risk, currency
and liquidity risk. The nature and extent of the financial instruments outstanding at the balance sheet date
and the risk management policies employed by the Company are discussed below.
The Company measures fair values using the following fair value hierarchy into which the fair value
measurements are categorised. A fair value measurement is categorised in its entirety on the basis of the
lowest level input that is significant to the fair value measurement of the relevant asset as follows:
Level 1 – the unadjusted quoted price in an active market for identical assets or liabilities that the entity can
access at the measurement date.
Level 2 – inputs other than quoted prices included within Level 1 that are observable (i.e. developed using
market data) for the asset or liability, either directly or indirectly.
The Company’s level 2 assets are valued using models with significant observable market parameters.
Level 3 – inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
Level 3 fair values are measured using a valuation technique that is based on data from an unobservable
market. Discussions are held with management, statutory accounts, management accounts and cashflow
forecasts are obtained, and fair value is based on multiples of revenue.
The table below sets out the fair value measurement of financial instruments as at the year end, by the level in
the fair value hierarchy into which the fair value measurement is categorised:
Notes to the Financial Statements (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
71
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
Financial assets at fair value
Year ended 31 January 2023 Year ended 31 January 2022
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Equity shares 137,611 - 166 137,777 209,025 - 501 209,526
CVRs ----- - 711 711
Convertible
loan notes - - 4,577 4,577 - - 4,500 4,500
137,611 - 4,743 142,354 209,025 - 5,712 214,737
The fair value of investments are derived as follows:
For quoted securities this is the bid price or, in the case of SETS securities, the last traded price. The
Company’s Level 1 investments are AIM traded companies and fully listed companies. Investments in TB
Amati UK Listed Smaller Companies Fund are based on the published fund mid-price NAV.
Unquoted investments are valued by the Directors using rules consistent with IPEV guidelines. Where there is
no observable input the investments are designated as Level 3 and the fair values determined as follows:
Equity shares are valued by using revenue multiples, net assets, discounted cashflows and industry valuation
benchmarks. These multiples are derived from a basket of comparable quoted companies, with appropriate
discounts applied. These discounts are subjective, based on the Manager’s experience and assessment of
disclosures made by the underlying investee company.
Contingent Value Rights (CVRs) pay out if certain hurdles are achieved and are valued at the amount payable
per share on achievement of those hurdles, discounted for certain probabilities and the time to the value date
to reflect the illiquidity of the holdings, and further discounted for payment, if it becomes due, being made
either in the form of loan notes or shares issued at market value.
Convertible Loan Notes (CLNs) are fair valued using the present value of future payments, benchmarking
and assessing market transactions of a similar CLN’s. Further to this the fair value and interest accrued of
the CLN’s will be referenced to the assessment of disclosures made by the underlying investee company,
the terms of the agreement and referenced to the underlying assets held by the investee company. The
inputs and information utilised in determining the fair value are subjective and based upon the Manager’s
experience. The fair values are reviewed by the Directors using rules consistent with IPEV guidelines.
The details of the CLNs’ fair value and interest are noted in the Investment Portfolio on pages 14 to 16.
Details of movements in Level 3 financial assets are set out below:
Level 3 financial assets at fair value
Year ended 31 January 2023 Year ended 31 January 2022
Equity Preference Loan Equity Preference Loan
shares shares CVR stock Total shares shares CVR stock Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Opening balance
at 1 February 501 - 711 4,500 5,712 81 47 732 - 860
Transfer from
Level 1 67 - - - 67 - - - - -
Purchases at cost 301 - - 3,049 3,350 500 - 4,500 5,000
Disposal proceeds - - (119) - (119) (353) (207) - (311) (871)
Total net gains/(losses)
recognised in the
income statement (703) - (592) (2,972) (4,267) 273 160 (21) 311 723
Closing balance
at 31 January 166 - - 4,577 4,743 501 - 711 4,500 5,712
Amati AIM VCT plc
Annual Report & Financial Statements 2023
72
15 Risks
The identified risks arising from the financial instruments are market risk (which comprises market price risk
and foreign currency risk), liquidity risk and credit and counterparty risk.
The Board and Investment Manager consider and review the risks inherent in managing the Company’s
assets which are detailed below.
16 Market Risk
Market risk arises from uncertainty about the future prices of financial instruments held in accordance with
the Company’s investment objectives. It represents the potential loss that the Company might suffer through
holding positions by the way of price movements, interest rate movements, exchange rate movements and
systematic risk (risk inherent to the market, reflecting economic and geopolitical factors).
The Company’s strategy on the management of market risk is driven by the Company’s investment objective
as outlined on page 18. The management of market risk is part of the investment management process. The
Board seeks to mitigate the internal risks by setting policy, regular reviews of performance, enforcement of
contractual obligations and monitoring progress and compliance with an awareness of the effects of adverse
price movements through detailed and continuing analysis, with an objective of maximising overall returns to
shareholders. Investments in unquoted stocks and AIM traded companies, by their nature, involve a higher
degree of risk than investments in the Main Market. Some of that risk can be mitigated by diversifying the
portfolio across business sectors and asset classes. The Company’s overall market positions are regularly
monitored by the Board and at quarterly Board meetings.
Market price risk
Market price risk arises from any fluctuations in the value of investments held by the Company. Adherence to
investment policies mitigates the risk of excessive exposure to any particular type of security or issuer. The
portfolio is managed with an awareness of the effects of adverse price movements through detailed and
continuing analysis with the objective of maximising overall returns to shareholders.
The assessment of market risk is based on the Company’s portfolio as held at the year end. The assessment
uses the AIM All-Share Index as a proxy for the AIM Qualifying Investments and quoted Non-Qualifying
Investments and illustrates, based on historical price movements, their potential change in value to the AIM
All-Share Index.
The review has also examined the potential impact of a movement in the market on the CLN investments held
by the Company, whose values will vary according to the value of the underlying security into which the loan
note instrument has the option to convert.
As at 31 January 2023 96.68% (31 January 2022: 97.34%) of the Company’s investments are traded. A 30%
decrease in stock prices as at 31 January 2023 would have decreased the net assets attributable to the
Company’s shareholders and increased the loss for the year by £41,283,000 (31 January 2022: £62,708,000);
an equal change in the opposite direction would have increased the net assets attributable to the Company’s
shareholders and turned the loss into a profit for the year by an equal amount.
As at 31 January 2023 3.32% (31 January 2022: 2.66%) of the Company’s investments are in unquoted
companies held at fair value. A change in market inputs that would result in a 30% decrease in the valuations
of unquoted investments at 31 January 2023 would have decreased the net assets attributable to the
Company’s shareholders and increased the loss for the year by £1,418,000 (31 January 2022: £1,714,000);
an equal change in the opposite direction would have increased the net assets attributable to the Company’s
shareholders and reduced the loss for the year by an equal amount.
Notes to the Financial Statements (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
73
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
Currency risk
The Company’s performance is measured in sterling, a proportion of the Company’s assets may be either
denominated in other currencies or are in investments with currency exposure. Any income denominated in
a foreign currency is converted into sterling upon receipt. At the Balance Sheet date, the Company exposure
to the United States Dollar consisted of investments of £3,366,000 (31 January 2022: £2,846,000).
A 5% rise or decline of Sterling gains foreign currency (i.e. non Pounds Sterling) assets and liabilities held at
the year end would have increased/decreased the net asset value by £168,000 (2022: £142,000).
Interest Rate Risk
Interest rate movements may affect the level of income receivable on cash deposits and any fixed interest
securities. The Company held four fixed interest investments of £4,577,000 (2022: £4,500,000), the weighted
average interest of the convertible loan interest is 3.87% (2022: Nil%). The details of the convertible loan notes’
terms of agreement, fair value, interest chargeable and provisions are noted in the Investment Portfolio on
pages 14 to 16.
Changes in interest rates will impact the fair value of the convertible loan notes due to the changes in inputs
changing the present value of future payments and the benchmarking to similar convertible loan notes.
A change in market inputs, through changes in interest rates, that would result in a 1% decrease in the fair
value of convertible loan notes at 31 January 2023 would have decreased the net assets attributable to the
Company’s shareholders and increased the loss for the year by £46,000 (31 January 2022: £45,000); an
equal change in the opposite direction would have increased the net assets attributable to the Company’s
shareholders and reduced the loss for the year by an equal amount. The convertible loan notes are fixed
interest.
The Company held a cash balance at 31 January 2023 of £59,595,000 (2022: £31,833,000). If the level of
cash was maintained for a year, a 1% increase in interest rates would increase the revenue return and net
assets by £596,000 (2022: £318,000). Management proactively manages cash balances. If there were a fall
of 1% in interest rates, it would potentially impact the Company by turning positive interest to negative
interest. The total effect would be a revenue reduction/cost increase of £596,000 (2022: £318,000).
17 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 carrying amount of financial assets best
represents the maximum credit risk exposure at the balance sheet date. At 31 January 2023, the financial
assets exposed to credit risk, representing convertible loan stock instruments, amounts due from brokers,
accrued income and cash amounted to £64,474,000 (31 January 2022: £38,267,000). The convertible loan
in Sorbic International plc is secured over the buildings and land use rights of the companies.
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. Risk relating to
unsettled transactions is considered to be small due to the short settlement period involved, the high credit
quality of the brokers used and the fact that almost all transactions are on a ‘delivery versus payment’ basis.
The Manager monitors the quality of service provided by the brokers used to further mitigate this risk.
All the assets of the Company which are tradeable on AIM are held by The Bank of New York Nominees,
the Company’s custodian. Bankruptcy or insolvency of the custodian may cause the Company’s rights with
respect to securities held by the custodian to be delayed or limited.
At 31 January 2023, cash held by the Company was held by The Bank of New York Mellon. Bankruptcy or
insolvency of the institutions may cause the Company’s rights with respect to the cash held by it to be
delayed or limited. Should the credit quality or the financial position of the institutions deteriorate significantly
the Company has the ability to move the cash at short notice. The Board monitor the credit worthiness of
BNYM, currently rated at Aa2 (Moody’s).
There were no significant concentrations of credit risk to counterparties at 31 January 2023 or 31 January 2022.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
74
18 Liquidity Risk
The Company’s financial instruments include investments in unlisted equity investments which are not traded
in an organised public market and which generally may be illiquid. As a result, the Company may not be able
to quickly liquidate some of its investments in these instruments at an amount close to their fair value in order
to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness
of any particular issuer. The proportion of the portfolio invested in unlisted equity investments is not
considered significant given the amount of investments in readily realisable securities.
The Company’s liquidity risk is managed on an ongoing basis by the Manager in accordance with policies and
procedures in place as described in the Strategic Report on pages 21 to 24. The Company’s overall liquidity
risks are monitored on a quarterly basis by the Board.
The Company maintains sufficient investments in cash and readily realisable securities to pay accounts
payable and accrued expenses. At 31 January 2023, these investments were valued at £123,326,000 (31
January 2022: £132,107,000). The Directors consider that frequently traded AIM investments with a market
capitalisation of greater than £200m represent readily realisable securities. The Company is a closed-end
fund, assets do not need to be liquidated to meet redemptions, and sufficient liquidity is maintained to meet
obligations as they fall due.
19 Capital Management Policies and Procedures
The Company’s capital management objectives are:
to ensure that it will be able to continue as a going concern;
to satisfy the relevant HMRC requirements; and
to maximise the income and capital return to its shareholders.
As a VCT, the Company must have, within 3 years of raising its capital, at least 80% by value of its
investments in VCT qualifying holdings, which are relatively high-risk UK smaller companies. In addition at
least 30% of new money raised during an accounting period must be invested in qualifying holdings within
12 months of the end of the financial year in which the funds are raised. In satisfying these requirements, the
Company’s capital management scope is restricted. The Company does have the option of maintaining or
adjusting its capital structure by varying dividends, returning capital to shareholders, issuing new shares or
selling assets to maintain a certain level of liquidity. There has been no change in the objectives, policies or
processes for managing capital from the previous year.
The structure of the Company’s capital is described in note 11 and details of the Company’s reserves are
shown in the Statement of Changes in Equity on pages 56 and 57.
The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s
capital on an ongoing basis. This review includes:
the need to buy back equity shares for cancellation, which takes account of the difference between the
net asset value per share and the share price (i.e. the premium or discount);
the need for new issues of shares; and
the extent to which revenue in excess of that which is to be distributed should be retained.
The Company is subject to externally imposed capital requirements:
a. as a public limited company, the Company is required to have a minimum share capital of £50,000; and
b. in accordance with the provisions of the Income Tax Act 2007, the Company as a Venture Capital Trust:
i) is required to make a distribution each year such that it does not retain more than 15% of income
from shares and securities; and
ii) is required to derive 70% of its income from shares and securities.
These requirements are unchanged since last year and the Company has complied with them at all times.
Notes to the Financial Statements (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
75
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Financial Statements
Highlights
20 Post Balance Sheet Events
The following transactions have taken place between 31 January 2023 and the date of this report:
498,817 shares bought back
On 2 March 2023 Flylogix Limited, an unquoted investment within the Company’s portfolio, was placed into
administration.
21 Related Parties
The Company retains Amati Global Investors as its Manager. Details of the agreement with the Manager are
set out on page 20. The number of ordinary shares in the Company (all of which are held beneficially) by
certain members of the management team are:
31 January 31 January 31 January 31 January
2023 2023 2022 2022
shares held % shares held shares held % shares held
Paul Jourdan* 596,806 0.39% 723,985 0.53%
David Stevenson 26,753 0.02% 26,753 0.02%
Anna Macdonald 15,930 0.01% 7,855 0.01%
* includes 24,781 shares held by a Person Closely Associated to Paul Jourdan
The remuneration of the Directors, who are key management personnel of the Company, is disclosed in the
Directors’ Remuneration Report on page 44, and in note 4 on page 65.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
76
Share Price
The Company’s shares are listed on the London Stock
Exchange. The bid price of the Company’s shares can
be found on Amati Global Investors’ website:
www.amatiglobal.com.
Net Asset Value per Share
The Company’s net asset value per share as at 31
January 2023 was 132.8p. The Company normally
announces its net asset value on a weekly basis. Net
asset value per share information can be found on the
Amati Global Investors’ website: www.amatiglobal.com.
Dividends
As disclosed in the Interim Report, the Company
has now moved to paying all cash dividends by bank
transfer rather than by cheque. Shareholders have
the following options available for future dividends:
Complete a bank mandate form and receive
dividends via direct credit to a UK domiciled bank
account
Re-invest the dividends for additional shares in
the Company through the Dividend Re-investment
Scheme (DRIS)
Shareholders who wish to complete a bank mandate
form are advised to contact The City Partnership on
01484 240910 or by email: registrars@city.uk.com.
Shareholders may also register their bank account
details and register for the Dividend Re-investment
Scheme themselves in the Amati Investor Hub at
https://amati-aim-vct.cityhub.uk.com.
Dividend Re-Investment Scheme
Shareholders who wish to have future dividends re-
invested in the Company’s shares should contact The
City Partnership (UK) Ltd on 01484 240 910 or email
amativct@city.uk.com.
Shareholders may also register for the Dividend
Re-investment Scheme themselves in the Amati
Investor Hub at https://amati-aim-vct.cityhub.uk.com/
Financial Calendar
September 2023 Half-yearly Report for the six
months ending 31 July 2023 to
be circulated to shareholders
31 January 2024 Year-end
Annual General Meeting
The Annual General Meeting of the Company will be
held on 15 June 2023 at the Barber-Surgeons’ Hall,
Monkwell Square, Wood Street, Barbican, London EC2Y
5BL starting at 2pm. The notice of the meeting is
included at pages 79 to 84 of this report.
Shareholder Information
Table of Historic Returns from launch to 31 January 2023
attributable to shares issued by the original VCTs
which have made up Amati AIM VCT
Numis
NAV Total NAV Total Alternative
Return with Return with Markets
dividends dividends not Total Return
Launch date Merger date re-invested re-invested Index
Singer & Friedlander AIM 3 VCT
(‘C’ shares) 4 April 2005 8 December 2005 39.1% 19.9% 9.9%
Amati VCT plc 24 March 2005 4 May 2018 122.7% 71.9% 5.9%
Invesco Perpetual AIM VCT 30 July 2004 8 November 2011 23.1% -9.0% 34.6%
Singer & Friedlander AIM 3 VCT* 29 January 2001 n/a 26.8% 8.9% -21.1%
Singer & Friedlander AIM 2 VCT 29 February 2000 22 February 2006 -2.8% -16.6% -59.7%
Singer & Friedlander AIM VCT 28 September 1998 22 February 2006 -33.7% -21.6% 22.6%
* Singer & Friedlander AIM 3 VCT changed its name to ViCTory VCT on 22 February 2006, to Amati VCT 2 on 9 November 2011 and to Amati AIM VCT plc on 4 May 2018.
Amati AIM VCT plc
Annual Report & Financial Statements 2023
77
An Alternative Performance Measure (“APM”) is a numerical measure of the Company’s current, historical or future
financial performance, financial position or cash flows, other than a financial measure defined or specified in the
applicable financial framework.
The Company uses the following Alternative Performance Measures:
Net Asset Value (“NAV”) per share
The NAV per share of the Company is the sum of the underlying assets less the liabilities of the Company divided
by the total number of shares in issue.
NAV calculation 31 January 2023 31 January 2022
Net assets (£’000) 201,281 247,074 (a)
Number of Ordinary shares in issue 151,548,993 136,720,797 (b)
NAV (c = (a/b) * 100) 132.8p 180.7p (c)
Discount/Premium
The price of a share is derived from buyers and sellers agreeing a price at which to trade their shares. For Venture
Capital Trusts the company is the principal buyer of the shares of sellers via buybacks (see Capital Management in
note 19). The share price may not be identical to the NAV per share of the underlying assets less liabilities of the
Company. If the share price is lower than the NAV per share, the shares are trading at a discount. Shares trading
at a price above NAV per share are said to be at a premium.
Discount calculation 31 January 2023 31 January 2022
Closing NAV per share (p) 132.8 180.7 (a)
Closing share price (p) 123.5 166.5 (b)
Discount (c = ((a-b)/a)) 7.0% 7.9% (c)
Ongoing charges ratio
All operating costs, of a capital or revenue nature, payable by the Company and expected to be regularly incurred.
These exclude the costs of acquisition or disposal of investments, financing charges, and gains or losses on
investments. They are the best estimate of future costs. The ongoing charges ratio is the annualised operating
costs divided by the average NAV over the period.
Ongoing charges calculation 31 January 2023 31 January 2022
Management fee (£’000) 3,718 4,460
Other administrative expenses (£’000) 588 514
Total management fee and other administrative expenses (£’000) 4,306 4,974 (a)
Average net assets in the year (£) 223,528,425 265,497,028 (b)
Ongoing charges (c = a/b) 1.9% 1.9% (c)
Alternative Performance Measures
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Information for Shareholders
Highlights
Amati AIM VCT plc
Annual Report & Financial Statements 2023
78
Total Return
The return to shareholders calculated on a per share basis by adding dividends paid in the period to the increase
or decrease in the Share price or NAV per share in the period. The dividends are assumed to have been re-invested
in the form of shares or net assets respectively, on the date on which the shares were quoted ex-dividend and this
is accounted for in the “Compounding effect from re-investing dividends line”.
NAV total return calculation 31 January 2023 31 January 2022
Closing NAV per share (p) 132.8 180.7
Add back final dividend for the year ended 31 January 2022 (2021)(p) 4.5 7.0
Add back interim dividend for the year ended 31 January 2023 (2022)(p) 3.5 4.5
Compounding effect from re-investing dividends (p) -0.2 -1.6
Re-stated closing NAV per share assuming dividends re-invested (p) 140.6 190.6 (a)
Opening NAV per share (p) 180.7 206.1 (b)
NAV total return (c = ((a - b)/b)) (%) -22.2% -7.5% (c)
Alternative Performance Measures (continued)
Amati AIM VCT plc
Annual Report & Financial Statements 2023
79
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Information for Shareholders
Highlights
This document is important and requires your
immediate attention. If you are in any doubt about any
aspect of the proposals referred to in this document or
about the action which you should take, you should
seek your own advice immediately from a stockbroker,
solicitor, accountant or other independent professional
adviser. If you have sold or otherwise transferred all of
your shares, please pass this document, together with
the accompanying documents, to the purchaser or
transferee, or to the person who arranged the sale or
transfer, so they can pass these documents to the
person who now holds the shares.
It is the Board’s opinion that all Resolutions are in the
best interests of shareholders as a whole and the Board
unanimously recommends that shareholders should
vote in favour of all Resolutions.
Attendance at the meeting
The Company intends for the Annual General Meeting
(the “Meeting” or “AGM”) to be held in person. The AGM
will also be live-streamed for those who wish to view it
but cannot attend in person.
As is our normal practice, there will be live voting for
those physically present at the AGM. Shareholders are
advised that it will not be possible to vote or ask
questions virtually during the live-stream and we
therefore request that all shareholders, and particularly
those who cannot attend physically, submit their votes
by proxy, ahead of the deadline of 2.00 pm on Tuesday
13 June 2023 to ensure that their vote counts at the
AGM. If you hold your shares in a nominee account,
such as through a share dealing service or platform,
you will need to contact your provider and ask them
to submit the proxy votes on your behalf. For further
instructions on proxy voting, please refer to the notes
on pages 82 to 84 of this document.
Shortly ahead of the AGM, the Company’s Manager
will post a link and instructions on how to join the
event on its homepage at www.amatiglobal.com.
Shareholders who are unable to join the Meeting
physically can email any questions they may have
either on the business of the AGM or the portfolio
to info@amatiglobal.com by 9 June 2023. The
Company’s Manager will publish questions together
with answers on the page dedicated to the AGM on
the Manager’s website prior to the AGM being held.
The Company and/or the Company’s Manager (as
appropriate) will reply to any individual shareholder
questions submitted by the deadline of 9 June 2023,
before the AGM.
Notice is hereby given that the Annual General
Meeting of Amati AIM VCT plc (the “Company”)
will be held at the Barber-Surgeons’ Hall, Monkwell
Square, Wood Street, Barbican, London EC2Y 5BL
on Thursday 15 June 2023 at 2.00 pm for the
transaction of the following business:
ORDINARY BUSINESS
To consider, and if thought fit, to pass the following
Resolutions 1 to 9 (inclusive) as Ordinary Resolutions
of the Company:
Ordinary Resolutions
1. To receive and adopt the Directors’ Report and
audited Financial Statements of the Company for
the financial year ended 31 January 2023, together
with the Independent Auditor’s Report thereon.
2. To receive and approve the Directors
Remuneration Report for the financial year ended
31 January 2023.
3. To declare a final dividend for the financial year
ended 31 January 2023 of 3.5p per ordinary
share payable on 21 July 2023 to shareholders
on the register as at the close of business on
16 June 2023.
4. To re-appoint BDO LLP as auditors of the
Company to hold office from the conclusion of the
Meeting until the conclusion of the next annual
general meeting of the Company.
5. To authorise the Directors to fix the remuneration
of the auditors of the Company.
6. To re-elect Fiona Wollocombe as a Director of
the Company.
7. To re-elect Julia Henderson as a Director of
the Company.
8. To re-elect Brian Scouler as a Director of
the Company.
Notice of Annual General Meeting
Amati AIM VCT plc
Annual Report & Financial Statements 2023
80
Notice of Annual General Meeting (continued)
9. THAT, in substitution for all subsisting authorities
to the extent unused, the Directors of the Company
be and are hereby generally and unconditionally
authorised in accordance with section 551 of the
Companies Act 2006 (the “Act”), to exercise all the
powers of the Company to allot ordinary shares of
5 pence each in the capital of the Company
(“Ordinary Shares”) and to grant rights to
subscribe for or to convert any security into
Ordinary Shares (“Rights”) up to an aggregate
nominal value of £2,266,000 (being equal to
approximately 30 per cent. of the Company’s
issued share capital (excluding treasury shares) as
at 17 April 2023, being the latest practicable date
prior to the date of the notice of this Meeting),
provided that:
i. the authority hereby conferred by this
Resolution shall expire (unless previously
renewed, varied or revoked by the Company
in general meeting) on the earlier of the date
of the annual general meeting of the
Company to be held in 2024 and the date
which is 15 months after the date on which
this Resolution is passed; and
ii. this authority shall allow the Company to
make, before the expiry of this authority,
offers or agreements which would or might
require Ordinary Shares to be allotted or
Rights to be granted after such expiry and the
Directors shall be entitled to allot Ordinary
Shares or grant Rights pursuant to any
such offers or agreements as if the power
conferred by this Resolution had not expired.
SPECIAL BUSINESS
To consider, and if thought fit, to pass the following
Resolution 10 (disapplication of pre-emption rights),
Resolution 11 (share buy-backs) and Resolution 12
(authority to hold a general meeting on short notice)
as Special Resolutions of the Company:
Special Resolutions
10. THAT, subject to the passing of Resolution 9 set
out in the notice of this Meeting and in substitution
for all subsisting authorities to the extent unused,
the Directors be and are hereby empowered,
pursuant to sections 570 and 573 of the
Companies Act 2006 (the “Act”) to allot or make
offers or agreements to allot equity securities
(which expression shall have the meaning ascribed
to it in section 560 of the Act) for cash pursuant to
the authority given pursuant to Resolution 9 set
out in the notice of this Meeting, and/or by way of a
sale of treasury shares, as if section 561(1) of the
Act did not apply to any such allotment or sale,
provided that this power:
i. shall be limited to the allotment of equity
securities and/or the sale of treasury shares
for cash up to an aggregate nominal amount
of £1,964,000 (representing approximately
26 per cent. of the issued share capital of the
Company (excluding treasury shares) as at 17
April 2023) pursuant to one or more offers for
subscription of the Company;
ii. shall be limited to the allotment of equity
securities and/or the sale of treasury shares
for cash up to an aggregate nominal amount
of £302,000 (representing approximately
4 per cent. of the issued share capital of the
Company (excluding treasury shares) as
at 17 April 2023) pursuant to the dividend
reinvestment scheme operated by the
Company; and
iii. shall expire (unless previously renewed,
varied or revoked by the Company in general
meeting) on the earlier of the date of the
annual general meeting of the Company to be
held in 2024 and the date which is 15 months
after the date on which this Resolution is
passed, save that the Company may before
such expiry make an offer or agreement
which would or might require equity securities
to be allotted or treasury shares to be sold
after such expiry and the Directors may allot
equity securities or sell ordinary shares of 5
pence each in the capital of the Company
from treasury in pursuance of such an offer or
agreement as if the power conferred by this
Resolution had not expired.
11. THAT, in substitution for existing authorities, the
Company be and is hereby empowered to make
one or more market purchases within the meaning
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Annual Report & Financial Statements 2023
81
Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Information for Shareholders
Highlights
of Section 701 of the Companies Act 2006 (the
Act”), of ordinary shares of 5 pence each in the
capital of the Company (“Ordinary Shares”) (either
for cancellation or for the retention of treasury
shares for future re-issue or transfer) provided
that:
i. the maximum aggregate number of Ordinary
Shares authorised to be purchased is such
number thereof being 14.99% of the issued
Ordinary Share capital of the Company as at
the date of this Resolution;
ii. the minimum price which may be paid per
Ordinary Share is 5p per share, the nominal
amount thereof;
iii. the maximum price (exclusive of expenses)
which may be paid per Ordinary Share is an
amount equal to 105% of the average of the
middle market quotation of such Ordinary
Share taken from the London Stock Exchange
Daily Official List for the five business days
immediately preceding the day on which
such Ordinary Share is to be purchased;
iv. the authority hereby conferred shall expire on
the earlier of the annual general meeting of
the Company to be held in 2024 and the date
which is 15 months after the date on which
this Resolution is passed; and
v. the Company may make a contract to
purchase its own Ordinary Shares under the
authority conferred by this Resolution prior to
the expiry of such authority which will or may
be executed wholly or partly after the
expiration of such authority and may make a
purchase of such Ordinary Shares pursuant to
any such contract.
12. THAT a general meeting (other than an annual
general meeting) may be called on not less than
14 clear days’ notice, provided that this authority
shall expire at the conclusion of the next annual
general meeting of the Company.
By order of the Board
LDC Nominee Secretary Limited
Company Secretary
Registered office:
8th floor, 100 Bishopsgate, London EC2N 4AG
17 April 2023
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Annual Report & Financial Statements 2023
82
Notice of Annual General Meeting (continued)
Notes
1. A member entitled to attend and vote at the
Meeting convened by the above Notice of Meeting
is entitled to appoint one or more proxies to attend
and to vote in the member’s place. A proxy need
not be a member of the Company.
2. To appoint a proxy you may use the Form of Proxy
enclosed with this Notice of Meeting. To be valid,
the Form of Proxy, together with the power of
attorney or other written authority (if any) under
which it is signed or a notarially certified or office
copy of the same, must be deposited by 2.00 pm
on 13 June 2023 to The City Partnership (UK) Ltd,
The Mending Rooms, Park Valley Mills, Meltham
Road, Huddersfield HD4 7BH (the “Registrar”).
Completion of the Form of Proxy will not prevent
you from attending and voting in person.
3. Pursuant to regulation 41 of the Uncertificated
Securities Regulations 2001, only shareholders
registered in the register of members of the
Company at 6.00pm on 13 June 2023 shall be
entitled to attend and vote at the Annual General
Meeting in respect of the number of shares
registered in their name at such time. If the
Meeting is adjourned, the time by which a person
must be entered on the register of members of the
Company in order to have the right to attend and
vote at the adjourned Meeting is 48 hours before
the time appointed for the adjourned Meeting.
Changes to the register of members after the
relevant times shall be disregarded in determining
the rights of any person to attend and vote at the
Meeting.
4. You may appoint more than one proxy provided
each proxy is appointed to exercise rights attached
to different shares. You may not appoint more than
one proxy to exercise rights attached to any one
share. To appoint more than one proxy, please
contact the Registrar by email to
amativct@city.uk.com for (an) additional form(s),
or you may photocopy this form. Please indicate
in the box next to the proxy holder’s name the
number of securities in relation to which they are
authorised to act as your proxy. Please also
indicate by ticking the box provided if the proxy
instruction is one of multiple instructions being
given. All forms must be signed and returned
together in the same envelope. A reply-paid Form
of Proxy is enclosed with members’ copies of this
document. To be valid, the Form of Proxy must be
sent or delivered to the Registrar at The City
Partnership (UK) Ltd, The Mending Rooms, Park
Valley Mills, Meltham Road, Huddersfield HD4 7BH
or sent to the Registrar by scan and email to
amativct@city.uk.com (please include Amati AIM
VCT plc and your name in the subject line of your
email) so as to be received not later than 48 hours
before the time appointed for the Meeting or any
adjourned meeting or, in the case of a poll taken
subsequent to the date of the Meeting or
adjourned meeting, so as to be received no later
than 24 hours before the time appointed for taking
the poll.
5. Alternatively, shareholders may vote online by
visiting https://proxy-amati.cpip.io. Shareholders
will need to use their City Investor Number (CIN)
and AGM Access Code, which will be provided to
shareholders separately. Votes lodged through the
online facility must be received by the Registrar not
later than 48 hours (excluding non-working days)
before the start of the Meeting or any adjournment
thereof.
6. 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 City
Partnership (UK) Ltd not later than 48 hours
(excluding non-working 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. Please see above
at Note 5 for an alternative method of electronic
submission of proxies.
7. If you are a CREST system user (including a CREST
personal member) you can appoint one or more
proxies or give an instruction to a proxy by having
an appropriate CREST message transmitted.
To appoint one or more proxies or to give an
instruction to a proxy (whether previously
appointed or otherwise) via the CREST system,
CREST messages must be received by The City
Partnership (UK) Ltd (ID number 8RA57) not later
than 48 hours (excluding non-working days)
before the time appointed for holding the Meeting.
For this purpose, the time of receipt will be taken
to be the time (as determined by the timestamp
generated by the CREST system) from which the
Registrar is able to retrieve the message. CREST
personal members or other CREST sponsored
members should contact their CREST sponsor
for assistance with appointing proxies via CREST.
For further information on CREST procedures,
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Annual Report & Financial Statements 2023
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Information for Shareholders
Financial Statements
Reports from the Directors
Strategic Report
Highlights
Information for Shareholders
Highlights
limitations and system timings please refer to the
CREST Manual. The Company may treat as invalid
a proxy appointment sent by CREST in the
circumstances set out in Regulation 35(5)(a) of
the Uncertificated Securities Regulations 2001.
8. In the case of joint holders, where more than one
of the joint holders purports to appoint one or more
proxies, only the purported appointment submitted
by the most senior holder will be accepted.
Seniority is determined by the order in which the
names of joint holders appear in the Company’s
register of members in respect of the joint holding
(the first named being the most senior).
9. Any corporation which is a member can appoint
one or more corporate representatives. Members
can only appoint more than one corporate
representative where each corporate
representative is appointed to exercise rights
attached to different shares. Members cannot
appoint more than one corporate representative to
exercise the rights attached to the same share(s).
10. As at 17 April 2023 (being the last practicable
date prior to the publication of this Notice) the
Company’s issued share capital consists of
151,050,176 ordinary shares of 5p each, carrying
one vote each. The Company does not hold any
ordinary shares in treasury. Therefore, the total
voting rights in the Company as at 17 April 2023
are 151,050,176.
11. The appointment of a proxy will not preclude a
member from subsequently attending, voting and
speaking at the Meeting should the member
subsequently decide to do so. You can only appoint
a proxy using the procedures set out in these notes
and the notes to the Form of Proxy.
12. Any person to whom this Notice is sent who is
a person nominated under section 146 of the
Companies Act 2006 (the "2006 Act") to enjoy
information rights (a “Nominated Person) may,
under an agreement between the Nominated
Person and the member by whom he/she was
nominated, have a right to be appointed (or to
have someone else appointed) as a proxy for the
Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it,
he/she may, under any such agreement, have a
right to give instructions to the shareholder as to
the exercise of voting rights.
13. The statement of the rights of members in relation
to the appointment of proxies in Notes 2 to 5
above does not apply to Nominated Persons.
The rights described in these paragraphs can only
be exercised by members of the Company.
14. Copies of the Directors’ letters of appointment
will be available for inspection at the Meeting.
15. Except as provided above, members who have
general queries about the Meeting should use the
following means of communication (no other
methods of communication will be accepted):
Calling Amati Global Investors on
0131 503 9115; or
emailing Amati Global Investors at
info@amatiglobal.com.
You may not use any electronic address provided
either in this Notice or any related documents
(including the chairman’s letter and Form of Proxy)
to communicate with the Company for any
purpose other than those expressly stated.
16. A copy of the Notice of the Annual General
Meeting and the information required by
Section 311A of the 2006 Act is included
on the Manager’s website at
https://www.amatiglobal.com/fund/amati-aim-
vct/literature.
17. Members should note that it is possible that,
pursuant to requests made by members of the
Company under section 527 of the 2006 Act, the
Company may be required to publish on a website
a statement setting out any matter relating to: (a)
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 Annual General Meeting;
or (b) any circumstance connected with an auditor
of the Company ceasing to hold office since the
previous meeting at which annual accounts and
reports were laid in accordance with section 437
of the 2006 Act. The Company may not require the
members requesting any such website publication
to pay its expenses in complying with sections 527
or 528 of the 2006 Act. Where the Company is
required to place a statement on a website under
section 527 of the 2006 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
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Annual Report & Financial Statements 2023
84
with at the Annual General Meeting includes any
statement that the Company has been required
under section 527 of the 2006 Act to publish on a
website.
18. Under Section 338 and Section 338A of the 2006
Act, members meeting the threshold requirements
in those sections have the right to require the
Company (a) to give to members of the Company
entitled to receive notice of the Meeting, notice of
any resolution which may properly be moved and
is intended to be moved at the Meeting and/or (b)
to include in the business to be dealt with at the
Meeting any matter (other than a proposed
resolution) which may be properly included in
the business.
A resolution may properly be moved or a matter
may properly be included in the business unless (a)
(in the case of resolution only) it would, if passed,
be ineffective (whether by reason of inconsistency
with any enactment or the Company’s constitution
or otherwise), (b) it is defamatory of any person, or
(c) it is frivolous or vexatious. Such a request may
be in hard copy form or in electronic form, must
identify the resolution of which notice is to be given
or the matter to be included in the business, must
be authorised by the person or persons making it,
must be received by the Company not later than
4 May 2023, being the date six weeks before
the meeting, and (in the case of a matter to be
included in the business only) must be
accompanied by a statement setting out
the grounds for the request.
19. Personal data provided by shareholders
at or in relation to the Meeting will be processed
in line with the Manager’s privacy policy
which is available via the following link
https://www.amatiglobal.com/page/privacy-policy.
20. In accordance with section 319A of the 2006 Act,
the Company must cause to be answered at the
Annual General Meeting any question relating to
the business being dealt with at the Annual
General Meeting which is put by a member
attending the Meeting, except in certain
circumstances, including if it is undesirable, in the
interests of the Company or the good order of the
Meeting, that the question be answered or if to do
so would involve the disclosure of confidential
information.
21. Any person holding 3 per cent. or more of the total
voting rights of the Company who appoints a
person other than the Chair of the meeting as
his/her proxy will need to ensure that both he/she
and his/her proxy complies with their respective
disclosure obligations under the UK Disclosure
Guidance and Transparency Rules.
Notice of Annual General Meeting (continued)
Corporate Information
Directors
Fiona Wollocombe
Julia Henderson
Brian Scouler
all of:
8th Floor
100 Bishopsgate
London
United Kingdom
EC2N 4AG
Secretary
LDC Nominee Secretary Limited
8th Floor, 100 Bishopsgate
London
EC2N 4AG
Fund Manager
Amati Global Investors Limited
8 Coates Crescent
Edinburgh
EH3 7AL
VCT Status Adviser
Philip Hare & Associates LLP
6 Snow Hill
London
EC1A 2AY
Registrar
The City Partnership (UK) Limited
The Mending Rooms
Park Valley Mills
Meltham Road
Huddersfield
HD4 7BH
Auditor
BDO LLP
55 Baker Street
London
W1U 7EU
Solicitors
Dickson Minto W.S.
16 Charlotte Square
Edinburgh
EH2 4DF
Custodian
The Bank of New York Mellon SA/NV
London Branch
160 Queen Victoria Street
London
EC4V 4LA
Amati Global Investors Limited
8 Coates Crescent
Edinburgh
EH3 7AL
Tel: 0131 503 9100
Amati Global Investors Limited
is authorised and regulated by
the Financial Conduct Authority