Amati AIM VCT plc
Annual Report &
Financial Statements
For the year ended 31 January 2024
Company Registration No. 04138683
Finely crafted investments
Amati AIM VCT plc
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.
1
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
For the year ended 31 January 2024
NAV Total return
for the year†
-22.6%
(2023: -22.2%)
£13.3m
invested in qualifying
holdings during the year
(2023: £12.4m)
2.0%
Ongoing charges**†
(2023: 1.9%)
6.6%
Discount to NAV†
(2023: 7.0%)
5.3%
Dividend yield***†
(2023: 5.3%)
Year end
Net Asset Value per share†
94.7p
(2023: 132.8p)
Highlights
Highlights 1
Strategic Report
Chairman’s Statement 4
Fund Manager’s Review 7
Fund Manager Biographies 13
Investment Portfolio 15
Investment Policy, Investment
Objective and Investment Strategy 19
Fund Management and
Key Contracts 21
Principal and Emerging Risks 22
Section 172 Statement 26
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 Auditor’s Report to
the Members of Amati AIM VCT plc 48
Financial Statements
Income Statement 56
Statement of Changes in Equity 57
Balance Sheet 59
Statement of Cash Flows 60
Notes to the Financial Statements 61
Information for Shareholders
Shareholder Information 77
Alternative Performance Measures 78
Notice of Annual General Meeting 80
Corporate Information IBC
Key data
31/01/24 31/01/23
Net Asset Value (“NAV”) £143.1m £201.3m
Shares in issue 151,069,824 151,548,993
NAV per share† 94.7p 132.8p
Share price 88.5p 123.5p
Market capitalisation £133.7m £187.2m
Share price discount to NAV† 6.6% 7.0%
NAV Total Return for the year
(assuming re-invested dividends) -22.6% -22.2%
Deutsche Numis Alternative Markets
Total Return Index* -12.1% -20.7%
Ongoing charges**† 2.0% 1.9%
Dividends paid and declared
in respect of the year 5.0p 7.0p
* Deutsche 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 78 and 79. IBC: Inside Back Cover
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Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights
Table of investor returns
to 31 January 2024
From Date
NAV Total
Return with
dividends
re-invested
Deutsche Numis
Alternative
Markets
Total
Return Index
NAV following re-launch of the VCT under
management of Amati Global Investors (“Amati”) 9 November 2011* 85.5% 15.2%
NAV following appointment of Amati
as Manager of the VCT, which was known
as ViCTory VCT at the time 25 March 2010 94.7% 18.4%
* 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 77.
Dividends paid and declared
Dividend history
Since the re-launch of the VCT under the management of Amati Global Investors*
Year ended 31 January
Total
dividends
per share**
p
Cumulative
dividends
per share
p
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
2024 5.00 97.74
* 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.
2024 total dividends
per share
5.0p
28.6%
5.3% of NAV
Cumulative
dividends per share
97.74p
3
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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
31/03/23
31/01/24
25/03/22
440
390
340
290
240
190
140
90
Amati AIM VCT NAV
Total Return
(rebased to 100)
Deutsche Numis Alternative
Markets Total Return
Index (rebased to 100)
Amati AIM VCT
Since Amati VCT
Merger into
Since Invesco
Perpetual Merger
into Amati VCT 2
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
31/1/24
210
190
170
150
130
110
90
70
50
30
Amati AIM VCT NAV Total
Return (rebased to 100)
Deutsche Numis Alternative
Markets Total Return Index
(rebased to 100)
Fund Performance
Historic performance
Amati AIM VCT NAV Total Return and Deutsche 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 2024
Amati AIM VCT NAV Total Return and Deutsche Numis
Alternative Markets Total Return Index from
inception of fund to 31 January 2024
4
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Strategic Report
Chairman’s Statement
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
This felt like a year of ongoing risk-aversion, with 2023
undoubtedly one of the most hostile markets for junior
AIM companies since the financial crisis of 2008. This
was most notable for companies which were relying
on raising additional funds and in some cases were
unable to access further VCT monies due to an evolving
debate around the application of the VCT Regulations.
In addition, some of our long-standing investments in
companies which have matured into medium-sized
businesses were impacted by cyclical downturns and
negative sentiment. The NAV total return for the period
was -22.6%, which compares to a return of -12.1% for
the Deutsche Numis Alternative Markets Index. With
the market having turned negative in late 2021, this has
resulted in over two years of decline in the value of the
portfolio and inevitably raises some questions about
the health of the AIM market overall. The more mature
businesses in the portfolio, which have taken many years
to reach this point, should provide good exposure to
any recovery in the market. The fortunes of early-stage
companies are more fragile, and it is likely to take longer
for this part of AIM to recover. This is discussed in more
detail in the Manager’s Review which follows.
The number of VCT qualifying deals on AIM remained
relatively low this year and only a handful were of
sufficient quality to be of interest. A total of £13.3m was
invested in qualifying holdings, slightly more than in the
prior year, but still well down on the 2021 level. At the
same time some profits were taken in a few of the longer
standing holdings, and some were sold outright, with total
sales amounting to £12.9m that resulted in net losses
realised of £8.9m. Further details are again provided in
the Manager’s Review. As a result, cash and current asset
investments levels remained high at the end of the period
at £45.6m. Cash and current asset investments are held
mainly in a combination of interest bearing overnight bank
deposits and money market funds.
Dividends
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.
At the end of November, the Board took the decision
to pay a second interim dividend. This meant that
the payment was made around six months earlier
than would have been the case had this been a final
dividend. This reflected the scarcity of qualifying
investment opportunities on AIM of an acceptable
quality and a lack of visibility over the timing of further
qualifying investments. When combined with significant
realisations of qualifying holdings the Board felt it
prudent to accelerate the timing of the dividend payment
so as to have a bigger margin of comfort against the VCT
qualifying tests.
As at 31 January 2024 the net asset value was 94.7p.
The Board paid an interim dividend of 2.5p per share in
November and the second interim dividend of 2.5p per
share in January, making a total for the year of 5.0p per
share, which is 5.3% of year end NAV.
The Board would like to remind shareholders that 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 77. Please
check that you have received your dividends and contact
the registrar if you have not. Unpaid dividends are
kept by the registrar for a period of 10 years after the
payment date and we make every effort to ensure that
dividends are received correctly by shareholders.
5
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
With cash levels still remaining high and the rate of new
investments still running at relatively low levels, the Board
is not planning to raise further funds in the near term.
Strategic Review
In March, the Board announced that it was considering
the Company’s strategic options in the light of the
ongoing challenges in the AIM market and the resultant
impact on the company’s performance. As part of this
review, the Board had been working with the Manager
on a proposal that would have addressed the Board’s
concerns and enabled the Company to widen its
investment strategy to facilitate investments in a broader
range of securities. As this opportunity did not conclude,
the Board and the Manager are continuing to review
the strategic direction of the VCT and evaluating other
alternatives available to the Company.
VCT Legislation
The VCT legislation contains a “sunset clause” which
would have brought income tax relief to an end on 5April
2025. Following confirmation by the Chancellor in his
Autumn statement that the scheme will continue, the
Finance Act has now been passed which allows VCT
income tax relief to be available for subscriptions for
VCT shares until 5 April 2035. This however can only
come into force when the EU gives approval. The Board
understands that HM Treasury officials expect approval
to be given, but the timescale for this is not yet known.
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 13 June 2024. 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 80 to 85 of this
report.
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. We understand
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 on the business of the AGM to info@amatiglobal.
com by 7 June 2024. 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 7 June 2024, before the AGM.
Outlook
The AIM market remains in a fragile state, especially for
companies capitalised at less than £100m and pre-
profit early-stage companies. The bright spots we had
hoped for last year were few and far between. We have
noted a growing trend towards companies opting for
a private sale or fundraising rather than an AIM listing.
Shareholders frequently ask why the Manager does not
buy more shares in existing portfolio holdings whose
share prices have been pounded. Unfortunately, the
changes to the VCT legislation in 2016-17 specifically
prevent VCTs from making non-qualifying investments
in AIM or unquoted companies. This means the VCT
can only acquire more shares in portfolio companies if
they raise further funds and are still qualifying under the
rules, which in many cases they are not. The problems
for investments made under post 2017 VCT rule changes
are discussed in further detail in the Manager’s review.
Historically there is evidence that companies that come
through this kind of a market crisis tend to emerge a
good deal stronger. In a falling interest rate environment,
it would not take much for market dynamics to become
a good deal more positive and this should benefit our
existing portfolio.
6
Amati AIM VCT plc
Annual Report & Financial Statements 2024
There are still many headwinds for the economy to
navigate which may, directly or indirectly, affect the
AIM market in an election year. We can only hope that
the building blocks will be put in place to maximise the
potential for young and growing UK companies to thrive
once again in public markets.
Contact us
The Board is always keen to hear from shareholders.
You can contact me at:
AmatiAIMVCTChair@amatiglobal.com.
You can also find regularly updated information on the
Company, including a factsheet and performance data
on the Company’s website: www.amatiglobal.com
Fiona Wollocombe
Chairman
11 April 2024
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)
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Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Fund Manager’s Review
Market Review
In what was another poor year for AIM
companies, especially those at an early
stage of growth, global markets recovered
their poise during the period under review, in
large part thanks to a boom in US technology
companies poised to lead the way in the
deployment of artificial intelligence. Japanese
and European markets also saw meaningful
recoveries. By contrast, the UK equity market
as a whole remained in the doldrums with
the Deutsche Numis All Share Total Return
Index returning only 1.6% over the period
and the Deutsche Numis Alternative Markets
Total Return Index falling by 12.1%, reflecting
ongoing risk-aversion and weak liquidity at
the lower end of the UK market. 2023 was
probably the toughest market for junior AIM
companies since 2008.
The gains in the large global technology companies were
achieved despite a deteriorating and fragile geo-political
environment. Russia’s invasion of Ukraine appears to
have reached something of a stalemate and the outcome
remains dependent on ongoing Western support for
Ukraine being maintained. A new and significant conflict
emerged in October, as war erupted in Palestine in
response to Hamas attacks on Israel. This brought
considerable instability into the region, which shows
no signs of abating. Investors also remain concerned
about the ongoing potential for China to become more
bellicose in a year where elections are taking place in a
number of major economies. Despite these concerning
developments, commodity prices remained subdued
with oil prices down during the period and gas prices
falling materially from their post-Ukraine highs of the
previousyear.
The dominant economic theme during the year was the
global fight against inflation, with the Fed, the European
Central Bank and the Bank of England simultaneously
increasing interest rates rapidly from historically low
levels. This in turn led to rises in bond yields in most G7
markets as central banks sought to normalise policy.
Despite this more uncertain environment there was
evidence that the global financial system remained
robust, with the collapse of SVB Bank, First Republic
and Signature in the US and the unravelling of Credit
Suisse in Europe all seeing bailouts by larger, better
capitalised institutions. As the year progressed, we saw
evidence that inflation was being brought under control
with headline numbers falling sharply in the US, UK and
Europe, albeit from elevated levels. This was consistent
with a deterioration in global growth prospects as both
Europe and the UK began flirting with recession and
Chinese growth prospects faded meaningfully.
In the final months of the period under review both
large and midcap equity and bond markets enjoyed
strong recoveries from depressed levels, taking heart
from the expectation that an end to the period of
monetary tightening is now in sight. We have seen rate
expectations fall in the US, EU and UK and there is now
a firm belief that 2024 will be a year of monetary easing.
However, this path will not necessarily be a straight one
and inflation data in early 2024 has been more elevated
than markets would have hoped, leading to bond yields
rising again. The direction of travel may be clear but the
speed less so.
Returning to UK markets we have seen ongoing
material outflows from open-ended UK equity funds,
continuing the weak trend of recent years, and there are
considerable challenges in re-establishing the UK market
as an attractive place for companies to list and raise
capital. However, we do detect a greater commitment
from the Chancellor, the FCA and politicians across the
political spectrum to address these increasingly urgent
problems. This is particularly pressing with regards
to AIM, where a lack of Initial Public Offerings (IPOs)
and concerns about changes to taxation regimes have
contributed to an ongoing shrinkage of the market.
Performance Review
The VCT’s NAV Total Return for the period was -22.6%.
This was substantially behind the benchmark, the
Deutsche Numis Alternative Markets Total Return
Index, which fell -12.1%. Data compiled by Deutsche
Numis, which analyses the performance of UK smaller
companies from 1955 onwards, shows that 2023 was
a particularly outlying year. For nearly seventy years,
the smallest market capitalisation companies in the UK
market (defined as the bottom 70%) have cumulatively
outperformed their larger peers – the so-called small
company “premium”. However, in 2023, “smaller”
significantly underperformed “larger” as a factor in the
UK market. This was caused by the smallest AIM stocks
generally being by far the worst performers in the period
covered by this review, as investors shied away from
taking the liquidity risk inherent at this end of the market.
Since this segment of AIM is the target universe for VCT
qualifying companies, incorporating very early-stage
businesses, this represented a particularly difficult
environment for the portfolio.
8
Amati AIM VCT plc
Annual Report & Financial Statements 2024
A significant portion of the portfolio saw share price falls
during the year. The largest falls related to companies
requiring further financing in a market which was
increasingly reluctant to finance early-stage companies.
For these companies being quoted on AIM in this
environment tended to prove detrimental, as tightened
disclosure regulations can force companies to make
announcements about funding requirements before they
are able to optimise a plan to address them.
The biggest negative contributor to performance was
Polarean Imaging, a lung medical imaging company,
which fell 82% in the period. The company had a poor
start to the year announcing its cash reserves would
last until May 2024, and that it would move to a dual
strategy of self-commercialisation while seeking a
partner. It also indicated that it would require further
funding, at a time when both private and public
equity markets had turned their back on earlier stage
healthcare companies. On the positive side, a new
CEO was recruited, more suited to taking the company
through its next stage of development, and the company
established a US reimbursement code while it continued
to build a pipeline of sales opportunities and trimmed
costs to extend the cash runway. Education of hospitals
about the technology and the benefits it can bring, is a
multi-faceted task involving clinicians as well as hospital
administrators. Articulating the value and revenue it can
generate and converting this into purchase orders is a
lengthy process.
Another significant underperformer was the outsourced
services specialist to the global video games industry,
Keywords Studios, which fell 42% in the period. This
was despite the company reporting full year revenue
growth of 13%, with around 6% of this organic
augmented by five completed acquisitions, and an
operating margin of over 15%. Whilst this performance
was behind previous levels, the company had significant
trading headwinds to mitigate, including the US
entertainment strikes and a slowdown across the
global industry. Nevertheless, Keywords still managed
to outpace organic market growth, thus taking market
share. Sentiment also played a part in the share
weakness, with expectations that Artificial Intelligence
(AI) machine-created technology will present games
publishers with in-house alternatives to outsourced
services. However, such spend on AI will likely be beyond
the reach of some customers, and Keywords was already
investing in this area to improve its competitiveness,
service quality and product offering.
e-learning specialist, Learning Technologies, also
impacted the portfolio’s performance, falling 42%. In
its full year results, the company reported an organic
revenue decline of 2%. This reflected a slowdown in
transactional and project-based work from its key
financial services and technology clients, plus difficulties
with the integration of a recent acquisition. Cost-cutting,
however, protected operating margins at more than
17%, and also significantly reduced debt. Learning
Technologies’ share price was also impacted by AI
concerns about machine-created education, but again,
the company is examining its own investment into
this and the potential productivity gains which could
begenerated.
One of the few successful flotations on AIM within the
last couple of years has been high-end semiconductor
chip designer and manufacturer, Ensilica, which
specialises in Application Specific Integrated Circuits
(ASICs). Since its listing in late 2022, the company has
broadened its customer base from the automotive market
into industrial, healthcare and satellite communication
applications. Revenues grew 34% year-on-year to May
2023, with significantly higher margins and operating
profits. Last November it sought to raise up to £5m
equity to support the execution of a growing pipeline of
new business opportunities. By this stage of its growth,
however, the company had ceased to be VCT-qualifying,
and so, frustratingly, the Company was unable to
support the fund raise. The difficult environment for risk
appetite meant that only c£1.5m was eventually raised
at a substantial discount. This impacted the shares,
which fell 58% in the period.
Velocys, which developed catalytic reactor technology
for use in the production of Sustainable Aviation Fuel
(SAF) from wood chips or waste sources, and which
was developing large scale projects in both the UK and
US, struggled during the period to refinance its currently
loss-making operations. This was despite receiving
c£30m of government grants in late-2022 and having
significant SAF offtake agreements with customers.
Negotiations continued for much of the second half of
the period under review, and during this time the decision
was taken to reduce, and ultimately exit, the position in
view of the funding risks involved. The shares fell 95%
in the period, and in February 2024 the company was
eventually taken private.
Video gaming developer and publisher, Frontier
Developments, had a challenging year in keeping with
the slowdown in consumer demand across the industry.
In November, the company announced a strategic
review, to move away from third-party publishing
and re-focus on its own, core, creative management
simulation games. This has involved a major cost cutting
programme, targeting a return to profitability in financial
year ending May 2025. The company retains significant
cash resources. The shares fell 70%.
Other negative contributors included Saietta, the
developer of eDrive systems for electric vehicles. Similar
to Ensilica, Saietta also no longer qualified for VCT
investment. The company raised £7m of highly dilutive
funding in November, as part of a larger fund raise
intended to complete in March 2024. Unfortunately
when the company lost a cash flow boosting contract
in February, and one of its customers in India failed to
deliver on a promised contract, the March fund raise
became too difficult to complete with the result that
the company appointed an administrator. This was
a sad end to what had seemed a highly promising
business. Energy and water efficiency solutions provider,
Fund Manager’s Review (continued)
9
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Eneraqua, and IT training business, Northcoders,
experienced difficult trading conditions during the period
after achieving successful listings in 2021. Both were
hit by demand downturns involving key customers.
Eneraqua’s local authority social housing base has been
impacted by budgetary constraints, alongside priority
spending on insulation, fire cladding, and damp and
mould renovations. Accordingly, funding in these areas
has pushed back investment in new utility systems.
Northcoder’s corporate business, where training
programmes are developed for specific employers,
was hit by a general environment of cutbacks in staff
spending. The already partially written down unquoted
convertible loan holding in electronics company eleXsys
was written down to zero during the period, as long
expected investment in the company to commercialise
the company’s grid management technology failed to
materialise.
Offsetting these negatives were good performances
in the period from some of the longer held investments
within the portfolio. Healthcare software specialist,
Craneware, which has been a holding for almost 20
years, gained 51%. This followed an improving market
backdrop, whereby US hospitals and pharmacy providers
re-focused on future growth and operational efficiency
following a prolonged period of spending slowdown
and shifted priorities, due to an overhang from the
pandemic. First half revenue growth accelerated to 8%,
and earnings also grew reversing the decline seen in the
previous year.
Franchised property services operator, Belvoir, which
has been a holding since 2012, gained 43%. Whilst
franchisee fees from estate agencies declined in 2023,
this was more than offset by growth from lettings
agencies and also financial services such as mortgage
advice. Overall, the company achieved growth progress
in a difficult trading environment as interest rates
climbed, and this reflects the robustness of the franchise
business structure. More importantly it was announced in
January of this year that Belvoir was the subject of a nil
premium merger with another portfolio holding, Property
Franchise (held since 2013) whose shares gained 40%.
This welcome development creates a company with a
combined market capitalisation of almost £200m, which
will broaden the investor audience for the shares. There
is scope for the larger group to generate meaningful
revenue and cost synergies in due course.
Glantus, the accounts payable analytics software
provider, which had a difficult time since listing in 2021
as it restructured and missed revenue forecasts, received
an industry buyer approach as trading improved. The
shares rose nearly four-fold in the period.
Property services group, Kinovo, a holding since 2015,
announced strong interim results with operating profit
growth significantly ahead of revenue growth due
to a favourable mix of high margin business. This
was principally within electrical services, where new
legislation, such as the Building Safety Acts, is driving
non-discretionary landlord spend following the Grenfell
Tower disaster. The shares gained 97%.
Other positive contributors were Equals, Creo Medical
and Eden Research. Equals, the FX payment services
specialist held since 2014, continues to trade strongly
as it shifts its focus from consumers to corporates,
generating stronger growth and profit margins. In
November, the company announced it was exploring
a potential sale with interested parties, discussions
with which are ongoing. Creo Medical, an endoscopy
medical device company, gained after announcing
an oversubscribed fundraise. This cleared a material
overhang in the stock and gave it a very comfortable
runway to breakeven and beyond. In the period, the
company continued to generate positive news flow about
the regulatory approval of its advanced energy devices
and their use in surgical procedures globally. Most
impressively, the company highlighted the progression of
its partnership with Intuitive Surgical, the global leader
in robotic assisted surgery, as the companies move
towards integrating their technologies. Eden Research, a
sustainable biopesticide company, also rose following an
oversubscribed fundraise and news of a major partnering
for its products. Corteva, a global agriculture company,
partnered with Eden Research on the development and
commercialisation of Ecovelex in the UK and EU. Ecovelex
is a bird deterrent seed treatment. The product is derived
from plant based chemistry which works by creating an
unpleasant odour and taste which repels birds.
Portfolio Activity
Over the course of the period under review, the Company
made five new investments and seven follow-on
investments. A total of £9.8m was invested in the five
new investments and £4.5m in the seven follow-on
investments (of which one, the follow-on investment of
£1m in Verici DX, settled out of the reporting period).
The new investments comprised two IPOs and
two secondary placings on AIM, as well as one
unquotedinvestment.
In the first half of the period, the Company participated
in the flotation of Fadel Partners, a developer of
cloud-based software for royalties’ management, digital
asset management and brand compliance. Fadel’s
customers are licensors and licensees across a range
of markets covering media, entertainment, publishing,
consumer brands and technology. The products
incorporate sophisticated image and video recognition
powered by AI search tools. The business reported
revenue of $14.5m for 2023. In the second half of the
year the Company participated in the IPO of Tan Delta,
a developer and supplier of sensors and systems which
uses innovative real time oil analysis technology to allow
operators of engineering equipment to cut maintenance
costs, improve reliability, and reduce carbon footprint.
Traditionally, oil monitoring is managed in compliance
with preset service intervals, which results in lubrication
oil being discarded when it can still have 30-50% of
10
Amati AIM VCT plc
Annual Report & Financial Statements 2024
its useful life left. With limited sales resource prior to
its IPO, Tan Delta has built a customer list with major
names such as Shell, Schlumberger and Aggreko, and its
technological edge lies in it being able to test many types
of installed equipment and oil types. The addressable
market is significant and global. A key positive is that the
Non-Executive Chairman is already known to us as CEO
of another portfolio holding, SRT Marine Systems.
In March, an unquoted investment was made in
2 Degrees, alongside Maven Capital Partners. The
company provides large corporates and their suppliers
with an online Software as a Service platform to
measure, manage and reduce carbon within supply
chains, thereby helping to achieve the Green House
Gas Protocol Scope 3 emissions standard. The platform
includes a planning tool and AI-driven recommendations
for best practices to reduce carbon. Current markets are
in food retail and automotive, with scope to grow
beyond this.
Investments through secondary placings in existing AIM
companies involved Itaconix and Cordel. Both were
completed in the first half. The former is a US developer
of a plant-based polymer used to decarbonise everyday
consumer products. The company has been on AIM
since 2012, but only achieved commercial breakthrough
in 2020 with a bio-polymer ingredient for dishwasher
detergent. Close to 150 consumer products now use
Itaconix ingredients, involving major retailers such as
Amazon, Walmart, Aldi and Tesco. With opportunities
to grow into personal hygiene and beauty products,
the company is forecast to breakeven in its current
financial year. Cordel floated on AIM in 2018, and a
year later acquired its current business activity, an AI
analytical software platform to automate inspection
and management of rail infrastructure. Using highly
accurate Light Detection and Ranging sensors mounted
onto train rolling stock, the technology replaces human
surveying of vegetation infringements, infrastructure
clearances, crossings, drainage and ballast, in order to
meet regulatory requirements and prevent accidents.
Commercial success to date includes contracts with
Network Rail, Angel Trains and Amtrak. The company is
forecast to breakeven in the current financial year.
Three of the seven follow- on investments took place
in the first half of the period and involved antibody
developer Fusion Antibodies; fire safety product
specialist Zenova; and sustainable biopesticides
formulator Eden Research. A small placing participation
with Fusion Antibodies was limited to our equity
percentage, to avoid dilution. Fusion Antibodies has
had to broaden its customer offering to provide an
end-to-end therapeutic antibody service, which
captures earlier stage customers and generates repeat
business. Alongside the raise there was a management
commitment to significant cost cuts being made through
to 2024. Zenova was also a modest investment, within
an overall placing to get the company to breakeven after
a slow start to revenue growth from its range of fire
prevention products with mass market potential. Despite
difficulties caused by Covid delays, Eden Research
(reported on above) is continuing to develop a global
portfolio of biopesticide products with international
approvals. The company has made excellent strides in
reorganising its distributor base to bring in higher quality
companies, and further product submissions are ongoing.
In the second half of the period, follow-on investments
were made in composite aircraft component
manufacturer, Velocity Composites; autonomous
vehicle developer, Aurrigo; automotive wiring connector
specialist, Strip Tinning; and organ transplant
diagnostics developer, Verici DX. Velocity Composites
is seeing a significant pick-up in its European and US
business in line with the recovery in the commercial
aerospace market, driven by Middle Eastern airline
demand and a global transition to more fuel-efficient
aircraft. In December 2022, the company announced
a five year $100m contract with GKN Aerospace
involving a diverse range of high-performance
composite structures across military, civil, and business
jet programmes. The significant fundraise was used to
provide working capital and further investment into the
company’s US facility. Aurrigo has made progress on
a number of fronts since its IPO in 2022. Luggage tug
trials are continuing at Changhi airport in Singapore,
a project has been won for a cargo version for UPS,
and further work is being done on a passenger shuttle
vehicle. Airport development clients now include
Changhi, Stuttgart, Schiphol and Cincinnati, with the
latter involving carrier IAG. We participated pro rata
to our equity percentage in the fundraise. Strip Tinning
raised significant working capital, partly in the form of
convertible loan in which the Company participated, to
fund a pipeline of glazing and EV nominations from large
automotive original equipment manufacturers. Having
cut costs in a tough post-Covid environment for the
industry, the company has now returned to breakeven.
After securing a licensing agreement in November
with global major Thermo Fisher Scientific for an early
rejection, pre-kidney transplant test, Verici DX raised
significant funding to take it through to 2025 when it
hopes to reach profitability on the back of similar deals.
In addition to the exits from Glantus and Velocys
noted above, there were a number of other disposals
from the portfolio during the period. Rare disease
biopharmaceutical company Amryt Pharmaceuticals
was sold following the recommended offer in January
by Chiesi Farmaceutici S.p.A. This has been a successful
investment for the Company. Angle, the liquid biopsy
developer, was sold on concerns that its technology
could be superseded by alternative circulating tumour
DNA diagnostics. Anpario, the animal feeds additive
specialist, was exited as it had been a holding for around
fifteen years and had reached a stage of maturity in
terms of its prospects.
Fund Manager’s Review (continued)
11
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Allergy Therapeutics, Bonhill, Falanx and Itsarm
(formerly In the Style) were also exited as they had
become sub-scale positions.
After strong performance from the shares in the first half
of the period, the opportunity was taken to reduce our
large holding in AB Dynamics, the designer and supplier
of testing and simulation technology to the automotive
industry. This crystallised £2.2m in realised gains from
original cost. Profits were also taken in the portfolio’s
largest holding, Keywords Studios, crystallising gains of
£1.4m from original cost. With Aurrigo’s shares reaching
a peak of more than three times the listing price, a small
trim was made to the weighting which subsequently
provided portfolio flexibility to participate in the placing.
In the period, we also reduced our position in Polarean.
Recognising that it was likely that the VCT Rules would
not allow the Company to make further investments
in Polarean, the decision was taken to sell part of our
holding to Nukem, a long term strategic investor in
Polarean. A decision was also taken to reduce our
position in Frontier Developments, following a sequence
of disappointing game launches plus a step-back to
monitor how the strategic review is executed.
Treasury Management
With the rise in the Bank of England base interest rate
that began in February 2022 with an increase to 0.5%,
quickly increasing incrementally to 5.25% by August
2023 at which level it has remained, opportunities to
earn a good return on cash became available. Following
consultation with the Company’s VCT status adviser the
decision was taken to allocate a proportion of cash held
to overnight or up to 7-day term deposit accounts offering
interest rates at or close to central bank base rates with
A+ rated financial institutions. We placed the majority of
the remainder with short term money market funds. Such
deployment of cash provides an attractive means of
generating additional, low-risk income for the Company
while awaiting suitable VCT qualifying opportunities.
Outlook
The junior end of the UK stock market has been through
a traumatic period over the last two years, since it
peaked in September 2021. In the past a rally in the
leading tech stocks in the US tended to filter through
to venture capital stage companies in the UK, whether
quoted or unquoted. This time, however, the dramatic
rise in the leading US tech stocks has exacerbated flows
of money away from the UK stock market as savers
have sought to reallocate capital to these already giant
companies.
As at the end of March, the VCT qualifying portfolio is
roughly split 50/50 in value between a group of
18 relatively mature small and medium sized businesses
originally purchased between 2005 and 2015. These
have been highly profitable investments, even with some
of the big share price falls they have seen over the last
two years.
In managing the VCT we have had a strong tendency to
want to preserve these holdings as much as possible,
because it will take a long time for investments made
under post 2017 VCT rule changes to match them in
maturity, scale and quality.
The outlook for this group of companies has improved
significantly from a year ago, with growth coming
through in many cases and a sense that ratings are now
bottoming out. This sets up the conditions for a rebound
if UK interest rates fall towards the end of the year, as
expected. In general we were too slow to take profits
from this part of the portfolio in 2021, having cultivated
a strategy of running winners that was highly effective
for the prior ten years. The VCT rules are much easier to
negotiate with this policy of running winners. However,
we failed to anticipate exactly how far the deratings
could run, and how much some of these companies
suffered from downgrades. In general, we are increasing
our propensity to take profits from this part of the
portfolio where we see significant valuation risk. But as
things stand, we think the risks are now more biased
towards an upwards re-rating and for better growth
metrics returning.
The other half of the portfolio by value are holdings
in around 40 companies which are still at the venture
capital stage, loss making or break even, undertaking
the long and difficult journey to sustainable profitability.
One of these, Maxcyte, is now NASDAQ listed, having
raised sufficient cash to aim for demanding growth
targets and to maximise the commercial opportunity
it has. In most cases, however, the share prices of this
group of companies are distressed. They are more fragile,
and their fortunes will depend substantially on hitting
corporate targets and de-risking business plans. Where
they can do this, the upside from current depressed
prices will be significant. For those that don’t deliver on
expectations then this end of the market is a friendless
place.
12
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Annual Report & Financial Statements 2024
We recognise that we have had too much of a tendency
to stick with investee companies that fail to meet
expectations in the hope that over time they will find
their way through to profitable growth, in part because
this makes negotiating the severe constraints of the
VCT legislation more manageable, especially whilst
new investment opportunities have been fewer. In
other cases, low levels of liquidity can make it difficult
to sell stakes in a meaningful way, but the ability to do
so remains one of the attractions of investing in quoted
companies. This said, in this part of the portfolio, 59% of
the holdings by value is in companies that are expected
to turn profitable or return to profitability in 2024, and
another 31% where this is expected during 2025.
Once profitable, these companies have an opportunity
to gain a wider investor base on AIM and should see
more positive share price dynamics. Our experience
from previous market downturns is that companies that
survive this far tend to come through in better shape
than they went in, having had to really hone strategy
and cut out non-essential costs.
Looking at the impact on the portfolio of the VCT
rule changes in 2016-17 shows that satisfactory
returns have been difficult to achieve in the period
since then, albeit this is looking back from the point of
view of a low point. In some cases the rules and their
interpretation (such as the revised implementation of the
financial distress rules and the restrictions on making
non-qualifying investments into existing qualifying
investments where the rules don’t allow qualifying
investments to be made) create senseless restrictions
on Managers which damage the value that can be
delivered to shareholders for no apparent policy benefit.
Some changes could be made that would cost nothing
and improve the ways in which VCTs can support
venture capital stage companies in the UK. VCTs also
play a key role in replenishing the AIM exchange by
supporting companies at IPO and through their early
phases being quoted, something which is all too easily
forgotten when times are good. Most policy makers
understand the importance of this junior market, and it
is to be hoped that whoever forms the next Government
will take the time necessary to understand how to
rejuvenate it. In the meantime we continue to review
with the Board, possible ways of expanding the range of
qualifying investments we can encompass.
Dr Paul Jourdan, David Stevenson and
Scott McKenzie
Amati Global Investors
11 April 2024
Fund Manager’s Review (continued)
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Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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 WS Amati UK Listed Smaller
Companies Fund, the WS Amati Strategic Metals Fund, the WS Amati
Global 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).
14
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Paul Jourdan
Founder and CEO
David Stevenson
Fund Manager
Scott McKenzie
Fund Manager
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 WS 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 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.
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
WS Amati UK Listed Smaller
Companies Fund and Amati AIM
VCT since 2012 and the Amati AIM
IHT Portfolio Service since 2014.
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.
Fund Manager Biographies
(continued)
15
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Company name
Original
Amati VCT
bookcost at
4 May 2018
#
£’000
Costs*
£’000
Aggregate
Cost**
£’000
Fair
value
£’000
Fair value
movement
in year***
£’000
Market
Cap
£m
Industry
Sector
Yield
NTM
%
%
of net
assets
Waystone Amati UK Listed
Smaller Companies Fund 3,331 6,757 10,088 11,546 (1,286) – Financials 3.2 8.1
Keywords Studios plc
1,3
259 3,897 4,156 6,777 (4,818) 1,311.4
Information
Technology 0.1 4.7
AB Dynamics plc
1
151 1,721 1,872 5,706 (228) 401.4 Industrials 0.4 4.0
Learning Technologies
Groupplc
1,3
780 3,771 4,551 5,596 (4,078) 641.4
Information
Technology 2.0 3.9
Craneware plc
2,3
298 3,601 3,899 4,619 1,568 760.0 Health Care 1.4 3.2
Aurrigo International plc
1
– 2,305 2,305 4,020 385 41.2 Industrials – 2.8
MaxCyte Inc.1 449 1,536 1,985 3,911 (802) 405.5 Health Care – 2.7
GB Group plc2 236 2,967 3,203 3,176 (802) 711.8
Information
Technology 1.5 2.2
Water Intelligence plc
2
180 1,038 1,218 3,014 (1,629) 64.5 Industrials – 2.1
Fadel Partners, Inc
1
– 3,000 3,000 2,937 (62) 28.5
Information
Technology – 2.1
Top Ten 36,277 51,302 (11,752) 35.8
Chorus Intelligence Limited
Ordinary Shares
1,4
– 301 301 151 – –
Information
Technology – 0.1
Chorus Intelligence Limited
10% Convertible Loan Notes
1,4
– 2,699 2,699 2,699 – –
Information
Technology – 1.9
Solid State plc
2
259 261 520 2,626 (83) 144.1 Industrials 1.7 1.8
Diaceutics plc
1
– 1,557 1,557 2,110 (41) 87.2 Health Care – 1.5
Belvoir Group plc
1
404 379 783 2,070 621 97.0 Real Estate 4.4 1.5
Nexteq plc
2
419 3,777 4,196 2,039 (802) 77.8
Consumer
Discretionary – 1.4
Ensilica plc
1
– 2,450 2,450 2,009 (2,744) 33.6
Information
Technology – 1.4
2 Degrees Limited A1
1
– 1,867 1,867 1,867 – –
Information
Technology – 1.3
2 Degrees Limited A2
1
– 133 133 133 – –
Information
Technology – 0.1
Velocity Composites plc
1
496 2,107 2,603 1,921 (523) 18.2 Industrials – 1.4
Sosandar plc
1
– 1,872 1,872 1,810 (1,373) 36.0
Consumer
Discretionary – 1.3
Equals Group plc
1
– 1,137 1,137 1,755 491 221.4
Information
Technology – 1.2
Top Twenty 56,395 72,492 (16,206) 50.7
Brooks Macdonald Group plc2,3 – 1,154 1,154 1,658 (315) 302.5 Financials 4.4 1.2
Intelligent Ultrasound plc1 – 2,194 2,194 1,652 (507) 24.5 Health Care – 1.2
Northcoders Group plc1 – 2,111 2,111 1,597 (1,708) 11.6
Consumer
Discretionary – 1.1
SRT Marine Systems plc1 709 465 1,174 1,425 (347) 82.4
Information
Technology – 1.0
Kinovo plc2 – 1,681 1,681 1,401 689 40.8 Industrials – 1.0
Investment Portfolio
as at 31 January 2024
16
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Company name
Original
Amati VCT
bookcost at
4 May 2018
#
£’000
Costs*
£’000
Aggregate
Cost**
£’000
Fair
value
£’000
Fair value
movement
in year***
£’000
Market
Cap
£m
Industry
Sector
Yield
NTM
%
%
of net
assets
Arecor Therapeutics plc1 – 1,910 1,910 1,393 (464) 50.5 Health Care – 1.0
Tan Delta Systems plc1 – 1,875 1,875 1,298 (577) 13.2 Industrials – 0.9
Accesso Technology Group
plc1,3 – 221 221 1,214 (595) 229.0
Information
Technology – 0.8
Property Franchise Group plc
(The)2 155 197 352 988 280 108.1 Real Estate 4.3 0.7
Itaconix plc1 – 2,000 2,000 941 (1,059) 16.2 Industrials – 0.7
Eden Research plc1 – 1,057 1,057 921 (72) 29.3 Materials – 0.6
Saietta Group plc1,3 – 5,100 5,100 805 (1,770) 21.8
Consumer
Discretionary – 0.6
Strip Tinning Holdings plc
Ordinary shares1 – 1,054 1,054 228 (114) 7.3 Industrials – 0.2
Strip Tinning Holdings plc
10% Unsecured Convertible
Loan Notes1 – 500 500 500 – – Industrials – 0.4
One Media iP Group plc1 – 1,240 1,240 709 (354) 8.9 Financials – 0.5
Polarean Imaging plc1 – 2,065 2,065 696 (3,279) 15.1 Health Care – 0.5
Cordel Group plc1 – 915 915 641 (275) 8.4
Information
Technology – 0.4
Flylogix Limited Ordinary
shares1,4 – 300 300 – – –
Information
Technology – –
Flylogix Limited 10%
Convertible Loan Notes
1,4
– 2,700 2,700 610 (15) –
Information
Technology – 0.4
Getech Group plc1 – 1,700 1,700 580 (502) 5.1 Energy – 0.4
Netcall plc2 – 110 110 575 (6) 154.1
Information
Technology 0.9 0.4
Creo Medical Group plc1,3 – 1,613 1,613 535 284 150.0 Health Care – 0.4
Frontier Developments plc1 197 2,509 2,706 518 (1,219) 57.0
Communication
Services – 0.4
Block Energy plc1 – 3,000 3,000 511 (51) 7.3 Energy – 0.4
Ixico plc1 – 1,367 1,367 488 (635) 4.8 Health Care – 0.3
Byotrol plc Ordinary shares1,4 511 348 859 138 (363) 2.5 Materials – 0.1
Byotrol plc 9% Convertible
Loan Notes
1,4
– 350 350 350 (3) – Materials – 0.2
Clean Power Hydrogen plc1 – 2,500 2,500 472 (861) 22.8 Industrials – 0.3
Science in Sport plc1 804 1,136 1,940 431 45 26.4
Consumer
Staples – 0.3
Hardide plc1 695 1,666 2,361 430 (158) 5.6 Materials – 0.3
Verici Dx Limited1 – 800 800 360 (80) 15.3 Health Care – 0.3
Eneraqua plc1 – 1,955 1,955 282 (1,764) 13.3 Industrials – 0.2
Synectics plc2 – 342 342 212 41 27.6
Information
Technology 3.0 0.1
Brighton Pier Group plc (The)1 314 175 489 208 (61) 20.5
Consumer
Discretionary – 0.1
Zenova Group plc1 – 900 900 208 (357) 2.9 Materials – 0.1
Investment Portfolio (continued)
17
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Company name
Original
Amati VCT
bookcost at
4 May 2018
#
£’000
Costs*
£’000
Aggregate
Cost**
£’000
Fair
value
£’000
Fair value
movement
in year***
£’000
Market
Cap
£m
Industry
Sector
Yield
NTM
%
%
of net
assets
MyCelx Technologies
Corporation1 440 205 645 206 85 11.7 Industrials – 0.1
Fusion Antibodies plc1 565 1,829 2,394 150 (953) 2.7 Health Care – 0.1
Rosslyn Data Technologies plc1 614 1,308 1,922 120 (127) 3.0
Information
Technology – 0.1
Rua Life Sciences plc1 – 931 931 88 (362) 7.0 Health Care – 0.1
Trellus Health plc
1
– 700 700 79 (61) 7.3 Health Care – 0.1
Merit Group plc1 – 596 596 48 27 16.1
Communication
Services – –
Aptamer Group plc1 – 3,672 3,672 31 (1,161) 4.7 Health Care – –
FireAngel Safety Technology
Group plc1 – 690 690 31 (24) 15.1
Consumer
Discretionary – –
Investments held at nil value – – 2,691 – (900) – – –
Total non-money market
investments 123,231 98,220 (35,854) 68.7
Money market funds
Royal London Short Term
Money Market Fund – – 14,347 14,417 70 10.1
Goldman Sachs Sterling Liquid
Reserves Fund – – 8,065 8,065 – 5.6
Northern Trust Global The
Sterling Fund – – 8,065 8,065 – 5.6
Total money market funds 30,477 30,547 70 21.3
Total investments 153,708 128,767 (35,784) 90.0
Other net current assets 14,311 10.0
Net assets 143,078 100.0
1 Qualifying holdings.
2 Part qualifying holdings.
3 These investments are also held by other funds managed by Amati.
4 The investments of Ordinary Shares and Convertible loan notes: Flylogix Limited (“Flylogix”) consists of 392 Ordinary Shares in Flylogix at fair value of nil and 10% Convertible
Loan Notes (“CLNs”) at £610,000. The company was put into administration on 2 March 2023. The Convertible Loan Note agreement prescribes that if Flylogix is not listed on
AIM, interest is payable at 10% per annum for a term of 5 years. The fair value of the CLNs is that amount which the administrator has indicated should be payable including
interest.
Elexsys Energy plc (“Elexsys”) consists of 202,737 Ordinary Shares in Elexsys at fair value of nil and 8% Convertible Loan Notes at nil.
Chorus Intelligence Limited (“Chorus”) consists of 232 Ordinary Shares in Chorus at fair value of £151,000 and 10% Convertible Loan Notes at £2,699,000.
Byotrol plc (“Byotrol”) consists of 25,000,001 Ordinary Shares in Byotrol at fair value of £138,000 and 9% Convertible Loan Notes at £350,000. Interest is being received
quarterly on the Byotrol CLNs.
Strip Tinning consists of 569,699 ordinary shares at fair value of £228,000 and 10% Convertible Loan Notes at £500,000. Interest is payable upon redemption of the CLNs.
# 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 61 and 68 for further details.
NTM Next twelve months consensus estimate (Source: Refinitiv, Fidessa and Amati Global Investors)
The Manager rebates the management fee of 0.75% on the WS 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
, Elexsys Energy plc, 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%.
18
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Annual Report & Financial Statements 2024
2000
2003
2005
2007
2009
2011
2013
2015
2017
2019
2021
2023
1,600
1,400
1,200
1,000
800
600
400
200
0
Market Capitalisation (£m)
Keywords
Studios
GP
Group
Learning
Technologies
AB
Dynamics
Maxcyte
Craneware
Aurrigo
Fadel
Partners
Chorus
CLN
Water
Intelligence
Information
Technology
Health care
Consumer
Discretionary
Financials
Industrials
Comm-
unication
Services
Energy
Materials
Real Estate
Consumer
Staples
Cash and money
market funds
%
0
5
10
15
20
25
30
Analysis as at 31 January 2024
Qualifying portfolio
The portfolio of qualifying investments in the
Company as at 31 January 2024 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 2024 is analysed in the graph below by
sector. This includes a sector split of the investments
within the WS Amati UK Listed Smaller Companies
Fund which in the Investment Portfolio table on
pages 15 to 17 is classed as Financials.
Source:
Amati Global Investors
as at 31 January 2024
Investment Portfolio (continued)
19
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Investment Policy, Investment Objectives
and Investment Strategy
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 WS 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.
20
Amati AIM VCT plc
Annual Report & Financial Statements 2024
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.
The Board is conscious of the potential impact of its
investments on the environment as well as its social
and governance responsibilities. The Board and the
Manager believe that sustainable investment involves
the integration of ESG factors within the investment
appraisal process and that these factors should be
considered alongside strategic, commercial and financial
issues. Further details can be found on page 28.
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
performancewhich meets the objectives of the
Company. A review of the Company’s performance
during the financial year, the position of the Company
atthe 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
aretypical for VCTs, the main ones being:
• Compliance with HMRC VCT regulations to
maintainthe 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
dividendsre-invested at ex-dividend date). See
graphs on page 3;
• Comparison against the Deutsche Numis Alternative
Markets Total Return Index. See graph on page 3;
• Dividend distributions. See table of investor returns
onpage 2;
• Share price. See key data on page 1; and
• Ongoing charges ratio. See key data on page 1.
Investment Policy, Investment Objectives and Investment Strategy
(continued)
21
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Fund Management and Key Contracts
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 WS 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 previously, 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 2024 the Company
agreed to pay to the Investment Manager a fee of
£78,336 (2023: £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.
22
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Principal and Emerging Risks
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:
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.
The Board places reliance upon the
skills and expertise of the Manager,
including 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
does not occur, will continue to oversee
board and operational management
performance.
23
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Potential Risk Potential Impact Mitigation
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 VCT legislation contains a “sunset
clause” which would have brought
income tax relief to an end on 5April
2025. Following confirmation by the
Chancellor in his Autumn statement
that the scheme will continue, the
Finance Act has now been passed
which allows VCT income tax relief to
be available for subscriptions for VCT
shares until 5 April 2035. This however
can only come into force when the EU
gives approval. The Board understands
that HM Treasury officials expect
approval to be given, but the timescale
for this is not yet known.
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.
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.
24
Amati AIM VCT plc
Annual Report & Financial Statements 2024
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 or to other
stakeholders.
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 by the Manager
and service providers, 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 and interest
rate risk.
The Company has from time to time
been exposed to currency risk.
The Company’s policies for managing
these risks are outlined in full in notes
16 to 19 to the financial statements
on pages 73 to 75. The Company is
financed wholly through equity.
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. Wars in Europe and
the Middle 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 resulted 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.
Principal and Emerging Risks (continued)
25
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Potential Risk Potential Impact Mitigation
Economic Risk
(continued)
cost of living being exacerbated by
high energy prices caused by poor
Government energy policy decision-
making in the rush to go green, reliance
for energy supplies on Russia and
the impact of that country’s invasion
of 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.
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
Nomination Committee of the Company
considers third-party suppliers’
performance annually. The Board
considers the Manager’s performance
at every quarterly meeting.
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 non-money
market 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.
26
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Section 172 Statement
Directors’ Duty to Promote the Success
of the Company
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.
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.
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.
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 macroeconomic 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.
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Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Stakeholder Importance Board Engagement
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.
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.
During the year the Directors discussed these and
reaffirmed their commitment to the policies. An example
of a principal decision made during the year, and how
the Board fulfilled its duties under Section 172, is set out
below:
Principal Decision Long-term impact Stakeholder Engagement
Second Interim Dividend Payment of a second interim dividend
gave additional comfort that the 80%
test would be maintained, given the
challenging market conditions, which
had resulted in fewer fund raises on
AIM this year.
The Board considered how
shareholders would receive a second
interim dividend, but agreed that such a
payment remained within the dividend
policy and was in line with market
practice, noting that other peer VCTs
had also paid second interim dividends.
28
Amati AIM VCT plc
Annual Report & Financial Statements 2024
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 over the past couple of years the Board
made the decisions 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 2023, the Manager voted in respect of 59 Amati AIM
VCT holdings at 78 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)
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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 year
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
30
Amati AIM VCT plc
Annual Report & Financial Statements 2024
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 2029, 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
11 April 2024
Other Matters (continued)
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Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Fiona Wollocombe
Chairman of the Board
Brian Scouler
Non-Executive Director and
Chairman of the Audit Committee
Julia Henderson
Non-Executive Director and
Chairman of the Remuneration
and Nominations Committees
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 trustee 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.
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 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 co-founder 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.
Board of Directors
32
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Directors’ Report
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
8
th
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 the appointed Chairman
of the Board from June 2022, Julia Henderson and Brian
Scouler. 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 WS 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. The Directors approved the continued
appointment of the Manager in line with existing terms.
33
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Dividend
The Company paid an interim dividend of 2.5p per share
on 24 November 2023 followed by a second interim
dividend of 2.5p per share on 12 January 2024. Given
that the Company has already met the target set in the
dividend policy, a final dividend will not be proposed this
year. In line with best practice, and in lieu of a resolution
to approve a final dividend, a resolution to approve the
Company’s dividend policy will be put to shareholders at
the AGM.
Share Capital
There were 151,069,824 ordinary shares in issue at
the year end. During the year 2,351,086 shares in the
Company were allotted as a result of the Dividend
Re-investment Scheme. During the year 2,830,255
shares in the Company with a nominal value of 5p per
share were bought back for an aggregate consideration
of £2.9m at an average price of 102p per share
(representing 1.9% of the shares in issue at 31 January
2024). Since the year end, 1,507,233 shares have
been bought back for an aggregate consideration of
£1.3m at an average price of 87p 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 20,661,900 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 13 June 2024 is set out on pages 80 to 85. 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 80.
Resolution 10 – Authority to allot shares
(ordinaryresolution)
Section 551 of the Companies Act 2006 provides that the
Directors may not allot new shares without shareholder
approval. Resolution 10 seeks to renew the Directors’
authority to allot shares up to a maximum nominal
amount of £2,244,000, representing approximately
30per cent. of the Company’s total issued ordinary share
capital as at 9 April 2024 (being the latest practicable
date prior to publication of this document).
As at 9 April 2024, 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 2025, 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 11. 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.
34
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Directors’ Report (continued)
Resolution 11 – Disapplication of pre-emption rights
(special resolution)
Resolution 11 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 £1,944,000
(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 £300,000
(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 2025, 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 12 – Authority for the Company to purchase
its own shares (special resolution)
Resolution 12 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
12. As at 9 April 2024 this would equate to 22,419,432
ordinary shares. Purchases will be made on the open
market and Resolution 12 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 2025,
unless previously cancelled or varied by the Company in
general meeting.
Resolution 13 – 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
2024
As at the date
of this report
No of
ordinary
share held
% of
shares
in issue
No of
ordinary
shares held
% of
shares
in issue
Hargreaves
Lansdown
(Nominees)
Limited 6,492,947 4% 6,586,294 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.
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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 55 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 2024.
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 16 to 19 on pages 73
to 75.
Future Developments
Significant events which have occurred after the year end
are detailed in note 21 on page 76. 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
11 April 2024
36
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Statement of Corporate Governance
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.
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.
37
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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 2023 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 2024.
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/amatiaimvct/
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.
The Committee will continue to review the composition of
the Board and succession planning during 2024.
38
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Statement of Corporate Governance (continued)
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.
In accordance with LR 9.8.6R (9)(a), the following table
summarises the gender and ethnicity of our current
Board as at 31 January 2024. We are fully compliant
with the requirements that at least 40% of individuals on
the board are women and that at least one of the senior
board positions is held by a woman. However, we do not
currently comply with 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.
Gender identity or sex
Number of
Board members
Percentage of
theBoard
Number of senior
positions on
theBoard
(SID and chair)
Men 1 33.3% –
Women 2 66.7% 1
Other – – –
Not specified/
prefer not to say – – –
Ethnic background
Number of
Board members
Percentage of
theBoard
Number of senior
positions on
theBoard
(SID and chair)
White British
or other White
(including minority
white groups) 3 100% 1
Mixed/ Multiple
Ethnic Groups – – –
Asian/Asian British – – –
Black/African/
Caribbean/Black
British – – –
Not specified/
prefer not to say – – –
39
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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 2024.
Board meetings
Audit
committee
meetings
Remuneration
committee
meetings
Nomination
committee
meetings
Director held attended held attended held attended held attended
Julia Henderson 4 4 3 3 1 1 1 1
Brian Scouler 4 4 3 3 1 1 1 1
Fiona Wollocombe 4 4 3 3 1 1 1 1
The Board is in regular contact with the Manager
between Board meetings. In addition to the above
meetings, the Board met on an ad hoc basis during the
year to discuss various strategic matters as they arose.
Internal Control
Details of the principal risks and internal controls
applied by the Board are set out on pages 22 to 25. The
disclosures on internal control and risk management
procedures in the Report of the Audit Committee on page
40 form part of this Corporate Governance Statement.
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, that can
be emailed to AmatiAIMVCTChair@amatiglobal.com.
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
11 April 2024
40
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Report of the Audit Committee
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 2024 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; and
• approved the independent auditor’s plan and fees;
• received a report from the independent auditor
following their detailed audit work, and discussed key
issues arising from that work.
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:
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.
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.
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 18
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.
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Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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 21, 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
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 (2023: nil).
42
Amati AIM VCT plc
Annual Report & Financial Statements 2024
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 2024 is £48,000 (2023: £44,500).
Following professional guidelines, the audit partner
rotates after five years. The year ended 31 January 2024
is Peter Smith’s fourth 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. 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 13 June 2024, 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
11 April 2024
Report of the Audit Committee (continued)
43
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Directors’ Remuneration Report
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 as well as the Remuneration Policy 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 Auditor’s Report on pages
48 to 55.
The Remuneration 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.
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 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 2023, 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.
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
The Board’s policy is that the remuneration of Directors
should reflect the experience of the Board as a whole,
be fair and comparable with that of other companies
that are similar in size and nature to the Company and
have similar objectives and structures. Directors’ fees are
set with a view to attracting and retaining the Directors
required to oversee the Company effectively and to
reflect the specific circumstances of the Company, the
duties and responsibilities of the Directors and the value
and amount of time committed to the Company’s affairs.
It is the intention of the Board that, unless any revision to
this policy is deemed necessary, this policy will continue
to apply in the forthcoming and subsequent financial
years. The Board has not received any views from the
Company’s shareholders in respect of the levels of
Directors’ remuneration.
The Directors are not eligible for bonuses, pension
benefits, share options, long-term incentive schemes or
other benefits. No arrangements have been entered into
between the Company and the Directors to entitle any of
the Directors to compensation for loss of office.
This policy was last approved by the members at the
AGM in 2021. In accordance with the regulations,
shareholders will be given the opportunity to approve the
Directors’ remuneration policy at least once every three
years. Therefore an ordinary resolution to approve the
Directors’ remuneration policy will be put to shareholders
at the forthcoming AGM.
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.
44
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Directors’ Remuneration Report (continued)
The following table shows, for each Director, the original appointment date and the annual general meeting at which
they may stand for re-election.
Director
Date of original
appointment
Due date
for re-election
Julia Henderson 4 May 2018 2024 AGM
Brian Scouler 4 May 2018 2024 AGM
Fiona Wollocombe 10 June 2021 2024 AGM
Directors’ fees for the year (Audited)
The fees payable to individual Directors in respect of the year ended 31 January 2024 are shown in the table below.
Year ended 31 January 2024
(audited)
Fees
£
Taxable
benefits
†
£
Total
£
Total
fixed
remuneration
£
Total
variable
remuneration
£
Julia Henderson 26,462 525 26,987 26,462 –
Brian Scouler 28,579 – 28,579 28,579 –
Fiona Wollocombe 30,697 – 30,697 30,697 –
85,738 525 86,263 85,738 –
Year ended 31 January 2023
(audited)
Fees
£
Taxable
benefits
†
£
Total
£
Total
fixed
remuneration
£
Total
variable
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
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
2024, whether for loss of office or otherwise.
45
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Annual percentage change in remuneration of Directors
Directors’ pay has increased over the last four years, as set out in the table below:
2024
£
2023
£
2022
£
2021
£
2020
£
2023-2024
%
2022-2023
%
2021-2022
%
2020-2021
%
Peter Lawrence** – 10,130 25,378 24,960 24,651 n/a n/a 1.67 1.26
Julia Henderson 26,462 24,500 22,905 22,575 22,295 8.01 6.96 1.46 1.26
Susannah Nicklin*** – 15,333 22,905 22,575 22,295 n/a n/a 1.46 1.26
Brian Scouler 28,579 26,000 22,905 22,575 22,295 9.92 13.51 1.46 1.26
Fiona Wollocombe* 30,697 27,019 23,000 – – 13.61 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 2024, 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
2024 and the prior year:
2024
£
2023
£
Percentage
increase/
(decrease)
Total dividend paid to shareholders 12,803,519 12,110,420 5.7%
Total repurchase of own shares 2,881,901 2,438,875 18.2%
Total Directors’ fees 85,738 102,982 (16.7%)
Directors’ shareholdings (Audited)
The Directors who held office at 31 January 2024 and their interests in the shares of the Company (including beneficial
and family interests) were:
Year ended 31 January 2024 Year ended 31 January 2023
Shares held
% of issued
shares capital Shares held
% of issued
shares capital
Julia Henderson 22,376 0.01 22,376 0.01
Brian Scouler 69,341 0.05 63,806 0.04
Fiona Wollocombe 19,763 0.01 19,763 0.01
46
Amati AIM VCT plc
Annual Report & Financial Statements 2024
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 Deutsche
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.
185
165
145
125
105
85
65
45
25
01/01/01
01/01/02
01/01/03
01/01/04
01/01/05
01/01/06
01/01/07
01/01/08
01/01/09
01/01/10
01/01/11
01/01/12
01/01/13
01/01/14
01/01/15
01/01/16
01/01/17
01/01/18
01/01/19
01/01/20
01/01/21
01/01/22
01/01/23
01/01/24
Amati AIM VCT share price
with dividends added back at
ex-dividend date (rebased to 100)
Deutsche Numis Alternative
Markets Total Return
Index (rebased to 100)
Shareholder Voting
At the AGM held on 15 June 2023, 92.25% of shareholders voted for, 7.75% voted against and 352,051 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
11 April 2024
Directors’ Remuneration Report (continued)
47
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Statement of Directors’ Responsibilities
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
11 April 2024
48
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Annual Report & Financial Statements 2024
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 2024 and of its
loss for the year then ended;
• have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Amati
AIM VCT Plc (the ‘Company’) for the year ended
31 January 2024 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 Auditor’s responsibilities for the
audit of the financial statements section of our report.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our opinion. Our audit opinion is consistent with the
additional report to the audit committee.
Independence
Following the conclusion of a formal tender process in
2021, we were re-appointed by the 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 14 years, covering
the years ended 31 January 2011 to 31 January 2024.
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 prepared by
management’s expert 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
• Assessing the liquidity of the quoted investment
portfolio. We obtained the daily trading volume of
each quoted investment for the financial year.
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 Auditor’s Report
to the Members of Amati AIM VCT plc
49
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Overview
2024 2023
Key audit matters
Valuation and ownership of
investments
Materiality
Company financial statements as a whole
£1,430,000 (2023: £1,700,000) based on 1%
(2023: 1%) of 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
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. These matters were addressed in
the context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation and ownership of investments
(Note 1, 8 and 15)
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 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 quoted investments. We performed the
following procedures.
In respect of quoted investment valuations (93% 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 a sample of unquoted investment valuations
(remaining 7% 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 whether 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.
• We have recalculated the value attributable to the Company,
having regard to the application of enterprise value across the
capital structures of the investee companies.
50
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Annual Report & Financial Statements 2024
Independent Auditor’s Report (continued)
Key audit matter How the scope of our audit addressed the key audit matter
For investments sampled that were valued using less subjective
valuation techniques (cost, reviewed for changes in fair value) we
• Verified the cost or price of recent investment to supporting
documentation;
• Considered whether the investment was an arm’s length
transaction through reviewing the parties involved in the
transaction and checking whether or not they were already
investors of the investee Company;
• Considered whether there were any indications that the cost
or price of recent investment was no longer representative of
fair value considering, inter alia, the current performance of the
investee company and the milestones and assumptions set out in
the investment proposal; and
• Considered whether the price of recent investment is supported
by alternative valuation techniques.
For investments sampled that were valued using more subjective
techniques (earnings multiples, revenue multiples, probability-
weighted expected return models and discounted cash flow
forecasts) we:
• Challenged and corroborated the inputs to the valuation with
reference to management information of investee companies,
market data and our own understanding and assessed
the impact of the estimation uncertainty concerning these
assumptions and the disclosure of these uncertainties in the
financial statements;
• Reviewed the historical financial statements and any recent
management information available to support assumptions
about maintainable revenues, earnings or cash flows used in the
valuations;
• Challenged the consistency and appropriateness of adjustments
made to such market data in establishing the revenue, cash flow
or earnings multiple applied in arriving at the valuations adopted
by considering the individual performance of investee companies
against plan and relative to the peer group, the market and sector
in which the investee company operates and other factors as
appropriate.
Where appropriate, we performed a sensitivity analysis by
developing our own point estimate where we considered that
alternative input assumptions could reasonably have been applied
and we considered the overall impact of such sensitivities on the
portfolio of investments in determining whether the valuations as a
whole are reasonable and free from bias.
Key observations:
Based on the procedures performed we consider the investment
valuations to be appropriate considering the level of estimation
uncertainty.
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Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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
2024
£m
2023
£m
Materiality 1.43 1.7
Basis for determining materiality 1% of Net assets 1% of net assets adjusted to
exclude fund raising during the
year
Rationale for the benchmark
applied
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 net asset
value.
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 net asset
value.
Performance materiality 1.0 1.2
Basis for determining
performance materiality
75% of Materiality (approx) 75% of Materiality (approx.)
Rationale for the percentage
applied for performance
materiality
The level of performance
materiality applied was set after
having considered a number of
factors including the expected
total value of known and likely
misstatements and the level of
transactions in the year.
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.
52
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Annual Report & Financial Statements 2024
Independent Auditor’s Report (continued)
Reporting threshold
We agreed with the Audit Committee that we would
report to them all individual audit differences in excess
of £70,000 (2023: £34,000) 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 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; and
• The section describing the work of the Audit Committee.
53
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Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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.
Auditor’s responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole are
free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users
taken on the basis of these financial statements.
54
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Annual Report & Financial Statements 2024
Independent Auditor’s Report (continued)
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 the Investment Manager, the
Administrator 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 the Investment Manager, the
Administrator and those charged with governance
relating to the existence of any non-compliance with
laws and regulations;
• Obtaining the VCT compliance reports prepared by
management’s expert during the year and as at year
end and reviewing their calculations to check that the
Company was meeting its requirements to retain VCT
status; and
• Reviewing minutes of meeting of those charged with
governance 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 the Investment Manager, the
Administrator and those charged with governance
regarding any known or suspected instances of fraud;
• Obtaining an understanding of the VCT’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; and
• Discussion amongst the engagement team as to
how and where fraud might occur in the financial
statements.
Based on our risk assessment, we considered the areas
most susceptible to fraud to be valuation of unquoted
investments and management override of controls.
Our procedures in respect of the above included:
• In addressing the risk of valuation of unlisted
investments, the procedures set out in the key audit
matter section in our report were performed;
• In addressing the risk of management override of
control, we:
• Tested 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 misstatements due to fraud.
– Tested journals posted in the preparation of the
financial statements;
– Incorporated unpredictability into our testing by
selecting a sample of immaterial expenses that
would not otherwise have been selected for
testing;
– Reviewed the significant judgements made in the
unlisted investment valuations and considering
whether the valuation methodology is the most
appropriate;
– Considered any indicators of bias in our audit as
a whole; and
– Performed a review of unadjusted audit
differences, if any, for indications of bias or
deliberate misstatement.
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Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members, who were deemed to have the
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
11 April 2024
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
56
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Income Statement
for the year ended 31 January 2024
Notes
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
2023
Revenue
£’000
2023
Capital
£’000
2023
Total
£’000
Loss on investments 8 – (44,781) (44,781) – (55,748) (55,748)
Gain on current asset investments – 55 55 – – –
Foreign exchange losses – (32) (32) – – –
Investment income 2 3,196 – 3,196 1,810 – 1,810
Management fee 3 (676) (2,029) (2,705) (930) (2,788) (3,718)
Other expenses 4 (537) (13) (550) (588) – (588)
Profit/(loss) on ordinary activities
before taxation 1,983 (46,800) (44,817) 292 (58,536) (58,244)
Taxation on ordinary activities 5 – – – – – –
Profit/(loss) and total
comprehensive income
attributable to shareholders 1,983 (46,800) (44,817) 292 (58,536) (58,244)
Basic and diluted earnings/(loss)
per ordinary share 7 1.31p (31.02)p (29.71)p 0.19p (38.99)p (38.80)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 61 to 76 form part of these financial statements.
57
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Statement of Changes in Equity
for the year ended 31 January 2024
Non-distributable reserves
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Capital
reserve
(non-
distributable)
£’000
Opening balance as at 1 February 2023 7,578 940 425 908 12,918
(Loss)/profit and total comprehensive
income for the year – – – – (37,561)
Contributions by and distributions to shareholders:
Repurchase of shares (142) – – 142 –
Shares issued 117 2,251 – – –
Costs of share issues – (54) – – –
Dividends paid – – – – –
Closing balance as at 31 January 2024 7,553 3,137 425 1,050 (24,643)
for the year ended 31 January 2023
Non-distributable reserves
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Capital
reserve
(non-
distributable)
£’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)
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 – – – – –
Closing balance as at 31 January 2023 7,578 940 425 908 12,918
The accompanying notes on pages 61 to 76 are an integral part of these financial statements.
* 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.
58
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Annual Report & Financial Statements 2024
for the year ended 31 January 2024
Distributable reserves
Special
reserve
£’000
Capital
reserve
(distributable)
£’000
Revenue
reserve
£’000
Total
reserves
£’000
Opening balance as at 1 February 2023 177,385 3,108 (1,981) 201,281
(Loss)/profit and total comprehensive
income for the year – (9,239) 1,983 (44,817)
Contributions by and distributions to shareholders:
Repurchase of shares (2,896) – – (2,896)
Shares issued – – – 2,368
Costs of share issues – – – (54)
Dividends paid (12,804) – – (12,804)
Closing balance as at 31 January 2024 161,685 (6,131) 2 143,078
for the year ended 31 January 2023
Distributable reserves
Special
reserve
£’000
Capital
reserve
(distributable)
£’000
Revenue
reserve
£’000
Total
reserves
£’000
Opening balance as at 1 February 2022 57,160 (6,104) (2,273) 247,074
(Loss)/profit and total comprehensive
income for the year – 9,212 292 (58,244)
Contributions by and distributions to shareholders:
Repurchase of shares (2,451) – – (2,451)
Shares issued – – – 27,182
Costs of share issues – – – (132)
Dividends paid (12,110) – – (12,110)
Cancellation of share premium* 134,824 – – –
Expenses in relation to cancellation of share premium account (38) – – (38)
Closing balance as at 31 January 2023 177,385 3,108 (1,981) 201,281
The accompanying notes on pages 61 to 76 are an integral part of these financial statements.
* 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.
Statement of Changes in Equity (continued)
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Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Balance Sheet
as at 31 January 2024
Notes
2024
£’000
2023
£’000
Fixed assets
Investments held at fair value 8 98,220 142,354
Current assets
Debtors 9 261 329
Money market funds 9 30,547 –
Cash at bank 10 15,003 59,595
45,811 59,924
Current liabilities
Creditors: amounts falling due within one year 11 (953) (997)
(953) (997)
Net current assets 44,858 58,927
Total assets less current liabilities 143,078 201,281
Capital and reserves
Called-up share capital* 12 7,553 7,578
Share premium account* 3,137 940
Merger reserve* 425 425
Capital redemption reserve* 1,050 908
Capital reserve (non distributable)* (24,643) 12,918
Special reserve 161,685 177,385
Capital reserve (distributable) (6,131) 3,108
Revenue reserve 2 (1,981)
Equity shareholders’ funds 143,078 201,281
Net asset value per share 13 94.7p 132.8p
* These reserves are not distributable.
The financial statements on pages 56 to 60 were approved and authorised for issue by the Board of Directors on
11 April 2024 and were signed on its behalf by
Fiona Wollocombe
Chairman
Company Number 04138683
The accompanying notes on pages 61 to 76 are an integral part of these financial statements.
60
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Statement of Cash Flows
for the year ended 31 January 2024
2024
£’000
2023
£’000
Cash flows from operating activities
Investment income received 2,204 1,299
Investment management fees paid (2,957) (3,910)
Transaction costs (13) –
Other operating costs (559) (572)
Net cash outflow from operating activities (1,325) (3,183)
Cash flows from investing activities
Purchase of investments (13,276) (12,422)
Sale of investments 12,887 31,166
Purchase of current assets (69,952) –
Disposal of current assets 40,229 –
Net cash (outflow)/inflow from investing activities (30,112) 18,744
Net cash (outflow)/inflow before financing activities (31,437) 15,561
Cash flows from financing activities
Proceeds of share issues* – 24,931
Issue costs (35) (132)
Share buy-backs (2,684) (2,701)
Equity dividends paid (10,436) (9,859)
Costs of share premium cancellation – (38)
Net cash (outflow)/inflow from financing activities (13,155) 12,201
(Decrease)/increase in cash (44,592) 27,762
Opening cash & cash equivalents 59,595 31,833
Closing cash & cash equivalents 15,003 59,595
Reconciliation of Loss on Ordinary Activities Before
Taxation to Net Cash Outflow from Operating Activities
Loss on ordinary activities before taxation (44,817) (58,244)
Loss on investments 44,781 55,748
Gain on current assets (55) –
Foreign exchange loss on currency balances 32 –
Less dividends reinvested (1,059) (223)
Decrease in creditors (275) (188)
Increase /(decrease) in debtors 68 (276)
Net cash outflow from operating activities (1,325) (3,183)
* Adjusted to exclude non-cash dividends re-invested under the Dividend Re-investment Scheme.
The accompanying notes on pages 61 to 76 are an integral part of these financial statements.
61
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Notes to the Financial Statements
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 the likely impacts of international and economic
uncertainties on the Company, operations and the 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 Directors have reviewed stress testing and scenario analysis prepared by the Investment Manager to assist
them 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.
62
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Annual Report & Financial Statements 2024
Notes to the Financial Statements (continued)
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
financialstatements.
Income
Dividends receivable on quoted equity shares and money market funds 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 isestablished.
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.
Costs in relation to the purchase or sale of investments are recognised as a capital expense.
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.
Transaction costs in relation to the purchase and sale of investments are allocated to capital. Prior to 1 February
2023 these were included within the cost and/or disposal of investment.
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.
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.
63
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Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
1 Accounting Policies (continued)
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. Until 31 January 2023, included within this heading were transaction
costs in relation to the purchase and sale of investments. However, from 1 February 2023 transaction costs in
relation to the purchase or sale of investments have been recognised as a capital expense.
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 Exchange’s 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 fair values 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.
The valuation of the Company’s investment in WS 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, Waystone Fund
Managers Limited.
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.
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.
Cash at Bank
For the purposes of the Balance Sheet, cash comprises cash at bank and demand deposits.
Demand deposits are short term deposits with deposit taking banks readily realisable at the Company’s discretion.
For the purposes of the Statement of Cash Flows, cash consist of cash at bank and demand deposits as defined
above, net of outstanding bank overdrafts when applicable.
64
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Annual Report & Financial Statements 2024
Current Asset Investments
Current asset investments comprise of investments in money market funds and are designated as Fair Value
through Profit or Loss. Gains and losses arising from changes in fair value of current investments are recognised as
part of the capital return within the income statement and allocated to the capital reserve.
The current asset investments are readily convertible into cash at the choice of the Company within seven days.
The money market funds are used to enhance returns on surplus cash awaiting investment. These are actively
managed and the performance evaluated by the Investment Manager.
Debtors
Trade receivables, prepayments and other debtors are measured at amortised cost or estimated fair value, with
balances revalued for exchange rate movements. Any losses arising from impairment are recognised in the income
statement in other operating expenses upon notification.
Creditors
Trade payables and accruals are measured at amortised cost and revalued for exchange rate movements.
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.
Notes to the Financial Statements (continued)
65
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
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 current investments;
• realised exchange gains and losses of a capital nature;
• expenses allocated to this reserve in accordance with the above policies; and
• capital expenses.
Capital Reserve – investment holding gains, not distributable:
• increase and decrease in the value of investments and current assets 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
31 January
2024
£’000
Year to
31 January
2023
£’000
Dividends from UK companies 835 843
Dividends from money market funds 1,372 –
UK loan stock interest 253 447
Interest from deposits 736 519
Other income – 1
3,196 1,810
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 21.
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 WS Amati UK Listed Smaller
Companies Fund.
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Annual Report & Financial Statements 2024
The investment management fee for the year was as follows:
Year to
31 January
2024
£’000
Year to
31 January
2023
£’000
Due to the Manager by the Company at 1 February 857 1,049
Investment management fee charged to revenue and capital for the year 2,705 3,718
Fees paid to the Manager during the year (2,957) (3,910)
Due to the Manager by the Company at 31 January 605 857
In addition to the investment management fee the Manager also received a fund accounting and administration
fee of £78,000 (2023: £72,000) paid quarterly in arrears. See note 4.
No performance fee is payable in respect of the year ended 31 January 2024, 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 average net assets over the period, 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). Annual running
costs as a percentage of net assets are 1.8%.
There was no excess of expenses for the year ended 31 January 2024 nor for the prior year.
4 Other Expenses
Year to
31 January
2024
£’000
Year to
31 January
2023
£’000
Income:
Directors’ remuneration 86 103
Directors’ employer’s national insurance 3 9
Directors’ expenses 1 2
Auditor’s remuneration – audit of statutory financial statements 50 45
Administration fee 78 71
Company secretarial services 55 48
Other expenses 264 310
Total income expenses 537 588
Capital:
Transaction costs on investment transactions charged to capital 13 –
Total 550 588
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
page44.
Notes to the Financial Statements (continued)
67
Amati AIM VCT plc
Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
5 Tax on Ordinary Activities
5a Analysis of charge for the year
Year to
31 January
2024
£’000
Year to
31 January
2023
£’000
Charge for the year – –
5b Factors affecting the tax charge for the year
Year to
31 January
2024
£’000
Year to
31 January
2023
£’000
Loss on ordinary activities before taxation (44,817) (58,244)
Corporation tax at standard rate of 24.03% (2023: 19.00%) (10,770) (11,066)
Effect of:
Non-taxable dividends (201) (160)
Non-taxable losses on investments 10,748 10,592
Movement in excess management expenses 212 634
Non-deductible expenses 11 –
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 £7,047,000 (31 January 2023: £6,827,000) based on a corporate tax rate of 25%.
6 Dividends
Amounts recognised as distributions to equity holders during the year:
2024
Revenue
£’000
2024
Capital
£’000
2023
Revenue
£’000
2023
Capital
£’000
Final dividend for the year ended 31 January 2023
of 3.50p per ordinary share paid on 21 July 2023 – 5,275 – –
Interim dividend for the year ended 31 January 2024
of 2.50p per ordinary share paid on 24 November 2023 – 3,761 – –
Second interim dividend for the year ended 31 January 2024
of 2.50p per ordinary share paid on 12 January 2024 – 3,768 – –
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
– 12,804 – 12,110
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Annual Report & Financial Statements 2024
Set out below are the interim and final dividends paid or proposed on ordinary shares in respect of the
financialyear:
2024
Revenue
£’000
2024
Capital
£’000
2023
Revenue
£’000
2023
Capital
£’000
Interim dividend for the year ended 31 January 2024
of 2.50p per ordinary share (2023: 3.50p) – 3,761 – 5,307
Second interim dividend for the year ended 31 January 2024
of 2.50p per ordinary share (2023: 0.00p) – 3,768 – –
Final dividend declared for the year ended 31 January 2023 of
3.50p per ordinary share – – – 5,287
– 7,529 – 10,594
7 Earnings per Share
2024 2023
Net profit/
(loss)
£’000
Weighted
average
shares
Basic and
diluted
Earnings
per share
pence
Net profit/
(loss)
£’000
Weighted
average
shares
Basic and
diluted
Earnings
per share
pence
Revenue 1,983 – 1.31 292 – 0.19
Capital (46,800) – (31.02) (58,536) – (38.99)
Total (44,817) 150,837,712 (29.71) (58,244) 150,110,568 (38.80)
8 Investment
Level 1*
£’000
Level 2*
£’000
Level 3*
£’000
Total
£’000
Opening cost as at 1 February 2023 120,593 – 9,071 129,664
Opening investment holding gains/(losses) 17,246 – (4,328) 12,918
Opening unrealised loss recognised in realised reserve (228) – – (228)
Opening fair value as at 1 February 2023 137,611 – 4,743 142,354
Analysis of transactions during the year:
Purchases at cost* 11,051 – 2,500 13,551
Transfer to Level 1 4 – (4) –
Disposals – proceeds received (12,904) – – (12,904)
– realised loss on disposals (8,927) – – (8,927)
(Decrease) in investment holding gains during the year (34,925) – (929) (35,854)
Closing fair value as at 31 January 2024 91,910 – 6,310 98,220
Closing cost as at 31 January 2024 111,689 – 11,542 123,231
Closing investment holding gains/(losses)
as at 31 January 2024
(19,551) – (5,232) (24,783)
Closing unrealised loss recognised in realised
reserve at 31 January 2024
(228) – – (228)
Closing fair value as at 31 January 2024 91,910 – 6,310 98,220
Equity shares 91,910 – 2,151 94,061
Convertible loan notes – – 4,159 4,159
Closing fair value as at 31 January 2024 91,910 – 6,310 98,220
* Includes £13.3m invested in qualifying holdings.
Notes to the Financial Statements (continued)
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Annual Report & Financial Statements 2024
Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
8 Investment (continued)
Holdings of ordinary shares in unquoted companies rank pari passu for voting purposes.
The Company received £12,904,000 (2023: £29,247,000) from the sale of investments in the year. The book cost
of these investments when they were purchased was £21,831,000 (2023: £18,509,000). 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.
2024
£’000
2023
£’000
Realised losses on disposal (8,927) (4,156)
Unrealised losses on investments during the year (35,854) (51,592)
Net losses on investments (44,781) (55,748)
Transaction Costs
During the year the Company incurred transaction costs of £nil (31 January 2023: £nil) and £13,000
(31 January 2023: £14,000) on purchases and sales of investments respectively. These amounts are included in
capital expenses; (2023: included in investment gains on investments) as disclosed in the Income Statement.
9 Current assets: Debtors and money market funds
2024
£’000
2023
£’000
Prepayments and accrued income 261 329
Money market funds 30,547 –
30,808 329
10 Cash at bank
2024
£’000
2023
£’000
Cash at bank 3,003 59,595
Cash on deposit 12,000 –
15,003 59,595
11 Creditors: Amounts Falling due within One Year
2024
£’000
2023
£’000
Payable for share buybacks 212 –
Fundraising costs 19 –
Accruals and other payables 722 997
953 997
The Company at 31 January 2024 had commitments of £1,000,000 to invest in qualifying holdings (2023: nil).
12 Share Capital
Ordinary shares (5p shares)
2024
Number
2024
£’000*
2023
Number
2023
£’000*
Allotted, issued and fully paid at 1 February 151,548,993 7,578 136,720,797 6,836
Issued during the year 2,351,086 117 16,617,329 831
Repurchase of own shares for cancellation (2,830,255) (142) (1,789,133) (89)
At 31 January 151,069,824 7,553 151,548,993 7,578
* Nominal value
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Annual Report & Financial Statements 2024
During the year a total of 2,830,255 ordinary shares of 5p each were purchased by the Company at an average
price of 101.8p per share.
Further details of the Company’s share capital and associated rights are shown in the Directors’ Report on page 33.
13 Net Asset Value per Ordinary Share
2024 2023
Net
assets
£’000
Ordinary
shares
NAV
per share
pence
Net
assets
£’000
Ordinary
shares
NAV
per share
pence
Ordinary share 143,078 151,069,824 94.7 201,281 151,548,993 132.8
14 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 13.8
Getech Group plc 11.5
Velocity Composites plc 10.6
Fadel Partners, Inc 10.3
Ixico plc 10.1
Tan Delta Systems plc 9.8
Aurrigo International plc 9.8
One Media iP Group plc 8.0
Hardide plc 7.7
Cordel Group plc 7.6
Zenova Group plc 7.2
Block Energy plc 7.1
Intelligent Ultrasound plc 6.7
Ensilica plc 6.0
Itaconix plc 5.8
Fusion Antibodies plc 5.6
Byotrol plc 5.5
Sosander plc 5.0
Water Intelligence plc 4.7
Polarean Imaging plc 4.6
Rosslyn Data Technologies plc 4.0
Saietta Group plc 3.7
Kinovo plc 3.4
Eden Research plc 3.1
Strip Tinning Holdings plc 3.1
Notes to the Financial Statements (continued)
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
15 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, money market funds, or
companies to be traded on AIM.
Classification of financial instruments
The Company held the following categories of financial instruments at 31 January:
2024
£’000
2023
£’000
Assets at fair value through profit or loss:
Investments 98,220 142,354
Money market funds 30,547 –
Cash at bank and demand deposits 15,003 59,595
Creditors (amounts due within one year) measured at amortised cost:
Payable for share repurchases outstanding (212) –
Accrued expenses and other payables (741) (997)
Total for financial instruments 142,817 200,952
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:
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Financial assets at fair value
Year ended 31 January 2024 Year ended 31 January 2023
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Equity shares 91,910 – 2,151 94,061 137,611 – 166 137,777
Convertible loan notes – – 4,159 4,159 – – 4,577 4,577
Money market funds 30,547 – – 30,547 – – – –
122,457 – 6,310 128,767 137,611 – 4,743 142,354
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 and fully listed companies. Investments in WS 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.
Convertible Loan Notes (CLNs) are fair valued using the present value of future cashflows using appropriate
discount rates, benchmarking and assessing market transactions of similar CLNs. Further to this the fair value and
interest accrued of the CLNs will be referenced to the assessment of disclosures made by the underlying investee
company, (for example management accounts and forecasts), 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 15 to 17.
Money market funds are fair valued at the latest published price.
The transfer to level 1 from level 3 is a security suspended recommenced trading.
Details of movements in Level 3 financial assets are set out below:
Level 3 financial assets at fair value
Year ended 31 January 2024 Year ended 31 January 2023
Equity
shares
£’000
Preference
shares
£’000
Loan
stock
£’000
Total
£’000
Equity
shares
£’000
Preference
shares
£’000
CVR
£’000
Loan
stock
£’000
Total
£’000
Opening balance at 1
February 166 – 4,577 4,743 501 – 711 4,500 5,712
Transfer (to)/from Level 1 (4) – – (4) 67 – – – 67
Purchases at cost 2,000 – 500 2,500 301 – – 3,049 3,350
Disposal proceeds – – – – – – (119) – (119)
Total net losses recognised
in the income statement (11) – (918) (929) (703) – (592) (2,972) (4,267)
Closing balance at
31 January 2,151 – 4,159 6,310 166 – – 4,577 4,743
Notes to the Financial Statements (continued)
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
16 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.
17 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 19. 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 valuation 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.
Investments of £91,910,000 as at 31 January 2024 are traded (31 January 2023: £ 137,611,000). A 30% decrease
in stock prices as at 31 January 2024 would have decreased the net assets attributable to the Company’s
shareholders and increased the loss for the year by £27,573,000 (31 January 2023: £41,283,000); 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 money market funds as at 31 January 2024 £30,547,000 (31 January 2023: £nil) are not subject to significant
market volatility through predominantly holding cash with regulated institutions.
As at 31 January 2024 4.9% (31 January 2023: 3.32%) of the Company’s investments are in unquoted companies
held at fair value. A change in market and company specific inputs that would result in a 30% decrease in the
fair value of unquoted investments at 31 January 2024 would have decreased the net assets attributable to
the Company’s shareholders and increased the loss for the year by £1,893,000 (31 January 2023: £1,418,000);
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.
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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 had no exposure to any
foreign currency (31 January 2023: £3,366,000). The Company may have exposure through investee companies.
A 5% rise or decline of Sterling gains foreign currency (i.e. non Pounds Sterling) assets and liabilities held at year
end would have increased/decreased the net asset value by £nil (2023: £168,000).
This exposure is representative at the Balance Sheet date and may not be representative of the year as a whole.
Interest Rate Risk
Interest rate movements may affect the level of income receivable on cash deposits, any fixed interest securities
and money market funds. The Company held four fixed interest investments of £4,159,000 (2023: £4,577,000), the
weighted average interest of the convertible loan interest is 6.08% (2023: 3.87%). The details of the convertible
loan notes’ terms of agreement, fair value, interest chargeable and provisions are noted in the Investment Portfolio
on pages 15 to 17.
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 2024 would have decreased the net assets attributable to the Company’s
shareholders and increased the loss for the year by £41,000 (31 January 2023: £46,000); 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, if the level of holding was maintained for a year. The convertible loan
notes are fixed interest.
The Company held a cash balance at 31 January 2024 of £15,003,000 (2023: £59,595,000). 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
£150,000 (2023: £596,000). Management proactively manages cash balances. If there were a fall of 1% in interest
rates, it would potentially reduce revenue of the Company by £150,000 (2023: £596,000).
The Company held £30,547,000 at 31 January 2024 in three money market funds. If the level of holdings was
maintained for a year, a rise of interest rates of 1% would increase revenue by £305,000 or a fall reduce revenue
by £305,000.
18 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 2024, the financial assets exposed
to credit risk, representing convertible loan stock instruments, amounts due from brokers, accrued income,
moneymarket funds and cash amounted to £49,970,000 (31 January 2023: £64,474,000).
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 2024, cash is held at The Bank of New York Mellon (BNYM), in deposit accounts at two A+ rated
banks, and in three money market funds for the purposes of diversification and risk management. 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 monitors the credit worthiness of BNYM, currently rated
at Aa1 (Moody’s), and the banks in which deposits are held.
There were no significant concentrations of credit risk to counterparties at 31 January 2024 or 31 January 2023.
Notes to the Financial Statements (continued)
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19 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 4 to 30. The Company’s overall liquidity risks are
monitored on a quarterly basis by the Board.
The Company has diversified the holding of cash through the holding of deposits with A+ rated banks and money
market funds that are readily convertible to known amounts of cash and which are subject to insignificant risk of
changes in value.
The Company maintains sufficient investments in cash and readily realisable securities to pay expenses and
finance future additional investments. At 31 January 2024, these investments were valued at £45,958,000
(31 January 2023: £123,326,000). 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.
20 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 12 and details of the Company’s reserves are shown in
the Statement of Changes in Equity on pages 57 and 58.
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.
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21 Post Balance Sheet Events
The following transactions have taken place between 31 January 2024 and the date of this report: 1,507,233
shares bought back.
22 Related Parties
The Company retains Amati Global Investors as its Manager. Details of the agreement with the Manager are
set out on page 21. The number of ordinary shares in the Company (all of which are held beneficially) by certain
members of the management team are:
31 January
2024
shares held
31 January
2024
% shares held
31 January
2023
shares held
31 January
2023
% shares held
Paul Jourdan* 632,805 0.42% 596,806 0.39%
David Stevenson 26,753 0.02% 26,753 0.03%
* includes 26,931 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 66.
Notes to the Financial Statements (continued)
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Highlights Strategic Report Reports from the Directors Financial Statements Information for Shareholders
Shareholder Information
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 2024 was 94.71p. 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 July 2022 interim report, the Company
has now moved to paying all cash dividends by bank
transfer rather than by cheque.
Shareholders are encouraged to complete a bank
mandate form by contacting The City Partnership on
01484 240910 or by email: registrars@city.uk.com
to allow payment of future dividends and/or previous
dividends outstanding.
Shareholders may also register their bank account
details themselves in the Amati Investor Hub at
https://amati-aim-vct.cityhub.uk.com/
Dividend Re-Investment Scheme
The Dividend Re-Investment Scheme (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.
Shareholders who wish to have future dividends
reinvested 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 2024 Half-yearly Report for the
six months ending 31 July
2024 to be circulated to
shareholders
31 January 2025 Year-end
Annual General Meeting
The Annual General Meeting of the Company will be held
on 13 June 2024 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 80 to 85 of this report.
Table of Historic Returns from launch to 31 January 2024
attributable to shares issued by the original VCTs
which have made up Amati AIM VCT
Launch date Merger date
NAV Total
Return with
dividends
re-invested
NAV Total
Return with
dividends not
re-invested
Deutsche
NUMIS
Alternative
Markets
Total Return
Index
Singer & Friedlander AIM 3 VCT
(‘C’ shares)
4 April 2005 8 December 2005 7.7% 5.0% -3.4%
Amati VCT plc 24 March 2005 4 May 2018 72.5% 53.2% -6.9%
Invesco Perpetual AIM VCT 30 July 2004 8 November 2011 -4.7% -17.2% 18.4%
Singer & Friedlander AIM 3 VCT* 29 January 2001 n/a -1.8% -4.2% -30.6%
Singer & Friedlander AIM 2 VCT 29 February 2000 22 February 2006 -24.8% -26.3% -64.6%
Singer & Friedlander AIM VCT 28 September 1998 22 February 2006 -48.7% -27.1% 7.8%
* 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.
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Alternative Performance Measures
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.
In selecting these Alternative Performance Measures, the Directors considered the key objectives and expectations of
typical investors in an investment trust such as the Company.
The Company uses the following Alternative Performance Measures:
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 20). 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 2024 31 January 2023
Closing NAV per share (p) 94.7 132.8 (a)
Closing share price (p) 88.5 123.5 (b)
Discount (c = ((a-b)/a)) 6.6% 7.0% (c)
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 2024 31 January 2023
Net assets (£’000) 143,078 201,281 (a)
Number of Ordinary shares in issue 151,069,824 151,548,993 (b)
NAV (c = (a/b) *100) 94.7p 132.8p (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 2024 31 January 2023
Management fee (£’000) 2,705 3,718
Other administrative expenses (£’000)* 537 588
Total management fee and other administrative expenses (£’000) 3,242 4,306 (a)
Average net assets in the year (£) 164,764,687 223,528,425 (b)
Ongoing charges (c = a/b) 2.0% 1.9% (c)
* Excluding transaction costs.
Total Assets
Total assets include investments, cash, current assets (including money market funds and debtors) and all other
assets. An asset is an economic resource, being anything tangible or intangible that can be owned or controlled to
produce positive economic value. The total assets less all liabilities is equivalent to total shareholders’ funds.
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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 2024 31 January 2023
Closing NAV per share (p) 94.7 132.8
Add back final dividend for the year ended 31 January 2023 (2022) (p) 3.5 4.5
Add back interim dividend for the year ended 31 January 2024 (2023) (p) 2.5 3.5
Add back second interim dividend for the year ended 31 January 2024
(2023) (p)
2.5 –
Compounding effect from re-investing dividends (p) (0.4) (0.2)
Re-stated closing NAV per share assuming dividends re-invested (p) 102.8 140.6 (a)
Opening NAV per share (p) 132.8 180.7 (b)
NAV total return (c = ((a - b)/b)) (22.6%) (22.2%) (c)
Dividend Yield per share
The yield is the amount of dividends paid and declared to Shareholders in respect of the current year based on the
Net Asset Value at 31 January 2024.
Dividend yield calculation 31 January 2024
Dividends paid and declared in respect of the year per share 5.0p
Shares in issue at 31 January 2024 151,069,824
Total dividends paid* and declared in respect of the year £7,529,000
Net Asset Value £143,078,000
Dividend yield 5.3%
* includes the dividend reinvestment scheme.
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Notice of Annual General Meeting
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,
11 June 2024 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 83 to 85
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 7 June 2024.
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 7 June 2024,
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 13 June 2024 at 2.00pm for the transaction of the
following business:
ORDINARY BUSINESS
To consider, and if thought fit, to pass the following
Resolutions 1 to 10 (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 2024, together with
the Independent Auditor’s Report thereon.
2. To approve the Directors’ Remuneration Policy.
3. To receive and approve the Directors’ Remuneration
Report for the financial year ended 31 January 2024.
4. To approve the Company’s dividend policy that “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”.
5. 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.
6. To authorise the Directors to fix the remuneration of
the auditors of the Company.
7. To re-elect Fiona Wollocombe as a Director of the
Company.
8. To re-elect Julia Henderson as a Director of the
Company.
9. To re-elect Brian Scouler as a Director of the
Company.
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10. 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 £2,244,000
(being equal to approximately 30 per cent. of
the Company’s issued share capital (excluding
treasury shares) as at 9 April 2024, 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 2025 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 11 (disapplication of pre-emption rights),
Resolution 12 (share buy-backs) and Resolution 13
(authority to hold a general meeting on short notice) as
Special Resolutions of the Company:
Special Resolutions
11. THAT, subject to the passing of Resolution 10 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 10 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
£1,944,000 (representing approximately 26 per
cent. of the issued share capital of the Company
(excluding treasury shares) as at 9 April 2024)
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
£300,000 (representing approximately 4 per
cent. of the issued share capital of the Company
(excluding treasury shares) as at 9 April 2024)
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 2025 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.
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Notice of Annual General Meeting (continued)
12. THAT, in substitution for existing authorities, the
Company be and is hereby empowered to make one
or more market purchases within the meaning 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 2025 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.
13. 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
11 April 2024
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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 11 June
2024 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 6.00 pm on 11 June 2024 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, 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.
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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 9 April 2024 (being the last practicable date
prior to the publication of this Notice) the Company’s
issued share capital consists of 149,562,591
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 9 April 2024 are 149,562,591.
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-aimvct/
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 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.
Notice of Annual General Meeting (continued)
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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 2 May 2024, 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.
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Notes
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Notes
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