This report is printed on Revive 100% White Silk, a totally recycled paper
produced using 100% recycled waste at a mill that has been awarded the
ISO 14001 certificate for environmental management.
The pulp is bleached using a totally chlorine free (TCF) process.
This report has been produced using vegetable based inks.
To view the report online visit: www.augmentum.vc
Investing in Fintech.
Augmentum Fintech plc
Annual Report
For the year ended 31st March 2022
Annual Report
For the year ended 31st March 2022
About Augmentum Fintech plc
www.augmentum.vc
We invest in early and later stage fast growing fintech businesses that are disrupting
the banking, insurance, asset management and wider financial services sectors.
Portfolio management is undertaken by Augmentum Fintech Management Limited
(“AFML”). AFML is a wholly owned subsidiary of the Company, together referred to
as the “Group”.
1ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Strategic Report and Business Review
2 Chairman’s Statement
5 Investment Objective and Policy
6 Portfolio Review
7 Key Investments
13 Other Investments
15 Portfolio Manager’s Review
17 Strategic Report
21 Viability Statement
Corporate Governance
29 Board of Directors
31 Management Team
33 Directors’ Report
37 Corporate Governance Report
43 Directors’ Remuneration Report
46 Directors’ Remuneration Policy
48 Report of the Audit Committee
51 Statement of Directors’ Responsibilities
Financial Statements
52 Consolidated Income Statement
53 Consolidated and Company Statements of
Changes in Equity
54 Consolidated Balance Sheet
55 Company Balance Sheet
56 Consolidated Cash Flow Statement
57 Company Cash Flow Statement
58 Notes to the Financial Statements
69 Independent Auditor’s Report to the Members of
Augmentum Fintech plc
Further Information
77 Information for Shareholders
78 Glossary and Alternative Performance Measures
79 Contact Details
Contents
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 1
Chairman’s Statement
2 AUGMENTUM FINTECH PLC
I am pleased to present our fourth annual report since the launch of the
Company in March 2018. This report covers the year ended 31 March
2022.
Investment Policy
Your Company invests in early stage European fintech businesses
which have technologies that are disruptive to the traditional financial
services sectors and/or support the trend to digitalisation and market
efficiency. A typical investment will offer the prospect of high growth and
the potential to scale. Our objective is to provide long-term capital
growth to shareholders.
Performance
Your Company’s portfolio of investments has yet again performed very
well with an increase in the Company’s Net Asset Value (NAV) per share
(after performance fee) of 19.0%. Performance remains ahead of our
stated target returns. As you will read in the Portfolio Manager’s Review
on page 15 a number of milestones have been achieved within the
portfolio which give us confidence in its current value and future
prospects.
However, the share price, and hence the total shareholder return, has
not kept pace. The global mark down of listed technology stocks and
the group-think of market sentiment has had its effect, even though the
Company has had a period of strong performance. The disconnect
between sentiment and fact is extremely frustrating.
Portfolio
Most portfolio changes in the year took place in the first half of the
period under review, leading up to the July fundraise, and were
summarised in the half year report. The latter half of the year was
characterised by a lot of new capital chasing fintech assets, valuations
reflecting that and a slower rate of deployment from the Company
consistent with its measured approach. Fundraise valuations have had
large multiples paid in some cases, with 20 times revenue a regular
occurrence. Bycontrast, the average forward revenue multiple of the
Company’s top ten investments at 31 March 2022 was approximately
5.3 times.
It follows that, although we have continued to see lots of interesting
opportunities, we have declined to participate on terms that others
have been prepared to pay. We have a disciplined approach to our
investment decisions and a proven investment model. Good companies
do not make good investments if pricing does not appropriately reflect
the risk. We do not expect these high investment multiples to sustain
and, indeed, market corrections since the year end have already
brought multiples to more sensible levels.
As you will read in the Portfolio Manager's Review, we made follow on
investments in Zopa and Cushon to support their growth plans.
Shareholders will be aware that one of our largest, later stage investments,
interactive investor, has been sold to abrdn in a £1.5 billion deal, which
completed after the year end. The Company received proceeds of
£42.8million, representing an 11 times return on money invested.
In current markets, one of the concerns that investors may have is around
the ability of the portfolio companies to raise new capital to fund their
growth. I am pleased to report that the bulk of our investments have cash
runways that exceed 12 months current requirements and all of our
top5investments are in this position. Additionally, your Company has cash
reserves available to support any new funding rounds if required to do so.
There is a full review of the portfolio and investment transactions in the
year in the Portfolio Manager’s Review beginning on page 15.
Valuations
Together with our advisers, we have carefully reviewed both the status
and the forecasts of all of the portfolio companies. We have used
appropriate methodologies to determine the value of each investment
and to sense check our conclusions. The outcome of this is reflected in
the valuations in this report. We also benefit from some of our
investments occupying a senior position in the capital structures of the
investee companies, protecting against downside risk.
Discount Control
After a prolonged period of trading at a premium to NAV, reflecting the
opportunity of exposure to private fintech businesses via Europe’s only
specialist publicly listed vehicle, the shares have traded at a discount for
much of 2022. We therefore undertook a modest programme of
accretive buybacks to the benefit of shareholders during the year and
have continued to do so after the year end. 687,911 shares were bought
back into treasury during the Company’s financial year, at an average
price of 131.1p per share, representing an average discount to the
31March 2022 NAV after performance fee of 15.5%. Subsequent to the
year end a further 1,104,361 shares have been bought back, at an
average price of 121.1p per share, representing an average discount to
the 31 March 2022 NAV after performance fee of 22.0%.
* These are considered to be Alternative Performance Measures. Please see the Glossary and Alternative
Performance Measures on page78.
To read about our KPIs see page 21.
Financial Highlights
31 March 31 March
2022 2021
NAV per Share after performance fee* 155.2p 130.4p
NAV per Share after performance fee Total Return* 19.0% 12.3%
Total Shareholder Return* (16.4%) 128.8%
(Discount)/Premium to NAV per Share after performance fee* (14.3%) 21.9%
Ongoing Charges Ratio* 1.7% 1.9%
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 2
Chairman’s Statement continued
The Board has sought to convey to the market our confidence in the
value of the underlying portfolio.
All shares purchased are being held in treasury and will potentially be
reissued when the share price returns to a premium to NAV per share
after performance fee.
We will seek to renew shareholders’ authorities to issue and buy back
shares at the forthcoming AGM. As we have highlighted previously, the
Board considers the NAV per share after performance fee to be the
most appropriate metric of NAV and to best reflect the value of each
share. Accordingly, the Company is seeking shareholder authority to
issue shares by reference to the NAV per share after performance fee.
Further details can be found in the Notice of the AGM.
Dividend
No dividend has been declared or recommended for the year. Your
Company is focused on providing capital growth and has a policy to
only pay dividends to the extent that it is necessary to maintain the
Company’s investment trust status.
2021 Fundraise
As set out in my half year statement, the Company’s fundraise in July
2021 raised gross proceeds of £55 million and was significantly
oversubscribed. 40,590,406 new ordinary shares were issued at 135.5p
per share by way of the initial placing, open offer, offer for subscription
and intermediaries offer. The issue price represented a premium of
3.9% to the NAV per ordinary share as at 31 March 2021 and a discount
of 6.1% to the closing price per ordinary share on 11 June 2021 (this
being the last business day prior to the announcement of the issue
price). Notwithstanding an attractive pipeline of prospective new
investments that offer the potential to grow the fund further, plans for
further fundraises are on hold given market conditions.
Potential Returns of Capital
As set out on page 23 of this annual report, the Company may, at the
discretion of the Directors, return a proportion of the gains realised
during a year from the disposal of investments. Factors influencing this
will include the quantum of any sale proceeds, the opportunities offered
by the current investment pipeline and the working capital requirements
of the Company. Following the sale of interactive investor we have
considered whether some of the proceeds should be returned to
shareholders or retained to facilitate future investment opportunities.
The Company is growing in value but has not reached the scale we
aspire to and the current share price discount will probably frustrate our
ability to raise new capital for the foreseeable future, given macro-
economic events. Our pipeline suggests a number of compelling
propositions will become available. After consultation with major
shareholders, we have therefore decided to retain the bulk of these
proceeds for reinvestment to support our capital growth objective and
utilise the balance to support a limited accretive share buyback
programme. In the event that our pipeline does not deliver the
investment opportunities we expect in the coming year then the Board
will reconsider this decision.
Portfolio Management
Our investment team continues to work hard evaluating a wide range of
investment opportunities, reviewing and challenging financial and
commercial metrics in order to identify those most likely to be
successful. We are active investors with a team that works closely with
the companies we invest in, typically taking either a board or an
observer seat and working with management to guide strategy
consistent with long-term value creation. We have built a balanced
portfolio across different fintech sectors and maturity stages and are
focused on managing these investments and carefully growing the
portfolio further. The investment team is also committed to a
responsible investment approach through the lifecycle of the
investments, from pre-screening to exit, believing that the integration of
Environmental, Social and Governance (“ESG”) factors within the
investment analysis, diligence and operating practices is pivotal in
mitigating risk and creating sustainable, profitable investments.
I would like to take this opportunity to thank the team for maintaining
their energy and diligence during some long hours.
Board
I am delighted to welcome two new non-executive colleagues to our
Board. Conny Dorrestijn joined on 1 November 2021 and Sir William
Russell on 1 April 2022. Conny has been an active and high profile part
of the European fintech scene for many years and she has worked with
a number of early stage fintech businesses. We hope her network will
help us improve our reach on the continent. William brings extensive
fintech and financial services experience, most recently as Lord Mayor
of London, and has an understanding of our own investor base. They
have both joined the Audit, Valuations, Nominations and Management
Engagement & Remuneration committees. Conny and William will offer
themselves for election by shareholders at the forthcoming AGM.
We now consider the Board to be the right size for the Company’s
market capitalisation and stage of development, with an appropriate
balance of skills, knowledge and experience.
AGM
The fourth AGM of the Company will be held on Wednesday,
14September 2022 at 11.00 a.m. at the offices of Augmentum Fintech
Management Limited, 5th floor, 4 Chiswell Street EC1Y 4UP. We fully
expect the AGM to be held in normal physical format again this year.
Nonetheless, the Board strongly encourages shareholders to register
their votes in advance by voting online using the Registrar’s portal,
www.signalshares.com
or, if they are not held directly, by instructing the
nominee company through which the shares are held. Registering votes
online does not preclude shareholders from physically attending the
meeting.
The Notice of the AGM will be sent to shareholders when the annual
report is published. Both documents will also be available to view on or
download from the Company’s website at www.augmentum.vc
.
The Directors consider that all the resolutions listed are in the best
interests of the Company and its shareholders and recommend voting
in favour them, as the Directors intend to do in respect of their own
holdings.
3ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 3
Outlook
High inflation and rising interest rates, and the debate about their effect
on companies and the people they serve, will dominate sentiment for
the coming months. Experience tells us that growth companies will be
out of favour, often with no correlation to their own underlying
performance. Your Company has little influence on this.
We continue to be pleased with the performance of our portfolio and in
particular its five largest investments, all of which are growing strongly
and have dynamic growth plans, good funding runways and a clear path
to profitability if they are not already there. We maintained our
investment discipline and we expect our shareholders to reap the
benefits of this in the future. The underlying need to digitise and
transform last century’s infrastructure remains, as does our appeal as a
supportive investor. Ourpipeline remains strong and we continue to
have visibility over the bulk of the opportunities in European fintech.
All this leads your Board to believe that, despite market headwinds
affecting our current share price, the Company will generate rewarding
returns to the patient shareholder.
Neil England
Chairman
1 July 2022
4 AUGMENTUM FINTECH PLC
Chairman’s Statement continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 4
5ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Investment objective
The Company’s investment objective is to generate capital growth over
the long term through investment in a focused portfolio of fast growing
and/or high potential private financial services technology (“fintech”)
businesses based predominantly in the UK and wider Europe.
Investment policy
In order to achieve its investment objective, the Company invests in
early or later stage investments in unquoted fintech businesses. The
Company intends to realise value through exiting these investments
over time.
The Company seeks exposure to early stage businesses which are
high growth, with scalable opportunities, and have disruptive
technologies in the banking, insurance and wealth and asset
management sectors as well as those that provide services to underpin
the financial sector and other cross-industry propositions.
Investments are expected to be mainly in the form of equity and equity-
related instruments issued by portfolio companies, although
investments may be made by way of convertible debt instruments. The
Company intends to invest in unquoted companies and will ensure that
the Company has suitable investor protection rights where appropriate.
The Company may also invest in partnerships, limited liability
partnerships and other legal forms of entity. The Company will not invest
in publicly traded companies. However, portfolio companies may seek
initial public offerings from time to time, in which case the Company may
continue to hold such investments without restriction.
The Company may acquire investments directly or by way of holdings in
special purpose vehicles or intermediate holding entities (such as the
Partnership*).
The Management Team has historically taken a board or board
observer position at investee companies and, where in the best
interests of the Company, will do so in relation to future
investeecompanies.
The Company’s portfolio is expected to be diversified across a number
of geographical areas predominantly within the UK and wider Europe,
and the Company will at all times invest and manage the portfolio in a
manner consistent with spreading investment risk.
The Management Team will actively manage the portfolio to maximise
returns, including helping to scale the team, refining and driving key
performance indicators, stimulating growth, and positively influencing
future financing and exits.
Investment restrictions
The Company will invest and manage its assets with the object of
spreading risk through the following investment restrictions:
l the value of no single investment (including related investments in
group entities or related parties) will represent more than 15 per
cent. of Net Asset Value;
l the aggregate value of seed stage investments will represent no
more than 1 per cent. of Net Asset Value; and
l at least 80 per cent. of Net Asset Value will be invested in
businesses which are headquartered in or have their main centre
of business in the UK or wider Europe.
In addition, the Company will itself not invest more than 15percent. of its
gross assets in other investment companies or investment trusts which
are listed on the Official List of the FCA.
Each of the restrictions above will be calculated at the time of investment
and disregard the effect of the receipt of rights, bonuses, benefits in the
nature of capital or by reason of any other action affecting every holder of
that investment. The Company will not be required to dispose of any
investment or to rebalance the portfolio as a result of a change in the
respective valuations of its assets.
Hedging and derivatives
Save for investments made using equity-related instruments as
described above, the Company will not employ derivatives of any kind
for investment purposes. Derivatives may be used for currency hedging
purposes.
Borrowing policy
The Company may, from time to time, use borrowings to manage its
working capital requirements but shall not borrow for investment
purposes. Borrowings will not exceed 10 per cent. of the Company’s
Net Asset Value, calculated at the time of borrowing.
Cash management
The Company may hold cash on deposit and may invest in cash
equivalent investments, which may include short-term investments in
money market type funds and tradeable debt securities.
There is no restriction on the amount of cash or cash equivalent
investments that the Company may hold or where it is held. The Board
has agreed prudent cash management guidelines with the AIFM and
the Portfolio Manager to ensure an appropriate risk/return profile is
maintained. Cash and cash equivalents are held with approved
counterparties.
It is expected that the Company will hold between 5 and 15percent. of
its Gross Assets in cash or cash equivalent investments, for the purpose
of making follow-on investments in accordance with the Company’s
investment policy and to manage the working capital requirements of
the Company.
Changes to the investment policy
No material change will be made to the investment policy without the
approval of Shareholders by ordinary resolution. Non-material changes
to the investment policy may be approved by the Board. In the event of
a breach of the investment policy set out above or the investment and
gearing restrictions set out therein, the Management Team shall inform
the AIFM and the Board upon becoming aware of the same and if the
AIFM and/or the Board considers the breach to be material, notification
will be made to a Regulatory Information Service.
* Please refer to the Glossary on page 78.
Investment Objective and Policy
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 5
6 AUGMENTUM FINTECH PLC
Portfolio Review
Fair value of Fair value of
holding at Net holding at
31 March investments/ Investment 31 March
2021 (realisations) return 2022 % of
£’000 £’000 £’000 £’000 portfolio
interactive investor^ 32,631 – 10,166 42,797 15.9%
Grover 12,938 – 29,477 42,415 15.8%
Tide 18,963 2,200 7,058 28,221 10.5%
Zopa^ 9,501 10,000 6,076 25,577 9.5%
Onfido 14,850 – 543 15,393 5.7%
Cushon – 10,000 3,584 13,584 5.1%
Monese 10,340 1,166 1,719 13,225 4.9%
Gemini
†
– 10,150 358 10,508 3.9%
BullionVault^ 11,466 (520) (923) 10,023 3.7%
AnyFin – 7,248 2,622 9,870 3.7%
Top 10 Investments 110,689 40,244 60,680 211,613 78.7%
Other Investments* 53,438 7,755 (3,999) 57,194 21.3%
Total Investments 164,127 47,999 56,681 268,807 100.0%
^ Held via Augmentum I LP
† Held through Augmentum Gemini Ltd
* There are 14 other investments (31 March 2021: 13). See pages 13 and 14 for further details.
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 6
7ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Key Investments
263235 Augmentum pp001-pp028.qxp 04/07/2022 12:14 Page 7
8 AUGMENTUM FINTECH PLC
Key Investments continued
interactive investor is the No.1 UK direct-to-consumer fixed fee
investment platform, with almost £55 billion of assets under
administration and over 400,000 customers across its general trading,
ISA and SIPP account. It accounts for a fifth of UK retail equity trading.
The company offers execution-only trading and investing services in
shares, funds, ETFs and investment trusts, all for a market-leading
monthly subscription fee.
interactive investor completed a £40 million acquisition of Alliance Trust
Savings in 2019, bringing together the two largest UK fixed price
platforms. In 2020 it completed the acquisition of Share plc, adding a
further 61,000 customers and in 2021 it acquired the D2C investment
platform EQi from Equinti, adding another 59,000 customers.
In December 2021 abrdn, the FTSE 100 asset manager, announced that
it had agreed to acquire interactive investor, subject, inter alia, to the
receipt of the necessary shareholder and regulatory approvals. The
transaction completed in May 2022.
The Company acquired its interest in interactive investor in March 2018
as part of the seed portfolio at IPO, at a valuation of approximately
£3.8 million; and the realisation represents a multiple of 11 times cost
and an IRR of 84%.
Source: ii 31 March 31 March
2022 2021
£’000 £’000
Cost: 3,843 3,843
Value: 42,797 32,631
% ownership (fully diluted) 3.8% 3.8%
As per last filed audited accounts of the investee company for the year
to 31 December 2020:
2020 2019
£’000 £’000
Turnover 133,153 90,170
Pre tax profit 41,692 13,933
Net assets 205,278 128,005
NAV
£183.2m
Berlin-based Grover (www.grover.com) is the leading consumer-tech
subscription platform, bringing the access economy to the consumer
electronics market by offering a simple, monthly subscription model for
technology products. Private and business customers have access to
over 3,000 products including smartphones, laptops, virtual reality
technology, wearables and smart home appliances. The Grover service
allows users to keep, switch, buy, or return products depending on their
individual needs. Rentals are available in Germany, Austria, the
Netherlands, Spain and the US. Grover is a pioneer in the advancement
of the circular economy, with products being returned, refurbished and
recirculated until the end of their usable life.
In September 2019 Augmentum led a €11 million funding round with a
€6 million convertible loan note (“CLN”) investment. This coincided with
Grover signing a new €30 million debt facility with Varengold Bank, one
of Germany’s major fintech banking partners. In March 2021 Grover
completed a €60 million Series B funding round, with Augmentum
participating and converting its CLN. The round was made up of €45
million from equity investors and €15 million in venture debt financing.
With its Series C funding round in April 2022 Grover raised US$330
million in equity and debt funding, bringing the company’s valuation to
over US$1 billion.
Source: Grover 31 March 31 March
2022 2021
£’000 £’000
Cost: 7,927 7,927
Value: 42,415 12,937
% ownership (fully diluted): 6.4% 8.3%
As an unquoted German company, Grover is not required to publicly file audited
accounts.
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 8
9ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Tide’s (www.tide.co) mission is to help SMEs save time and money in
the running of their businesses. Customers are set up with an account
number and sort code in as little as 5 minutes, and the company is
building a comprehensive suite of digital banking services for
businesses, including automated accounting, instant access to credit,
card control and quick, mobile invoicing. Tide has passed 7% market
share of business accounts in the UK, serving over 400,000 SMEs.
Tide appointed Sir Donald Brydon as its first independent Non-
Executive Chair in September 2020; Sir Donald brings extensive
experience to the Board, previously chairing the London Stock
Exchange, the Royal Mail and Sage.
Augmentum led Tide’s £44.1m first round of Series B funding in
September 2019, alongside Japanese investment firm The SBI Group.
In July 2021 Tide completed an £80 million Series C funding round led
by Apax Digital, in which Augmentum invested an additional £2.2 million
and into which the £2.5 million loan note converted.
Source: Tide 31 March 31 March
2022 2021
£’000 £’000
Cost: 13,200 11,000
Value: 28,221 18,962
% ownership (fully diluted)*: 5.4% 5.9%
* 2021: £2.5 million in a convertible loan note.
As per last filed audited accounts of the investee company for the year
to 31 December 2020:
2020 2019
£’000 £’000
Turnover 14,442 4,860
Pre tax loss (23,208) (20,821)
Net assets 17,761 26,021
Zopa (www.zopa.com) was founded in 2005 as the world’s first peer-to-
peer (P2P) lending company, aiming to give people access to simpler,
better-value loans and investments. Following a funding round in 2020
Zopa launched Zopa Bank and was granted a full UK banking licence,
which allowed it to offer a wider product range. It is regulated by both
the PRA and the FCA.
After 16 years of delivering positive returns for investors, Zopa closed
the P2P lending side of its business in 2021 to fully focus on Zopa Bank.
Current products include fixed term and smart savings, wedding and
home improvement loans, debt consolidation loans, a credit card and
motor finance.
Zopa is a multiple awards winner. In 2021 Zopa was awarded Best
Personal Loan Provider and Best Credit Card Provider by the British
Bank Awards, Best Online Savings Provider by Moneynet Personal
Finance, Best use of IT in Consumer Finance in the FStech Awards and
won the Personal Credit Cards Innovation award in the Finder Lending
Innovation Awards. In 2022 it has won Best Short Term Fixed Rate
Bond Provider, Best Fixed Rate Bond Provider and Best New Savings
Provider in the Savings Champion Awards and been awarded Banking
Brand of the Year 2022 in the MoneyNet Awards 2022.
Augmentum participated in a £20 million funding round led by
Silverstripe in March 2021 and in October 2021 participated with a
further £10 million investment in a £220 million round led by SoftBank.
Source: Zopa 31 March 31 March
2022 2021
£’000 £’000
Cost: 29,670 19,670
Value: 25,577 9,501
% ownership (fully diluted): 3.3% 3.0%
As per last filed audited accounts of the investee company for the year
to 31 December 2020:
2020 2019
£’000 £’000
Operating income 21,252 33,464
Pre tax loss (41,481) (18,136)
Net assets 134,072 36,535
Key Investments continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 9
10 AUGMENTUM FINTECH PLC
Cushon (www.cushon.co.uk) provides workplace pensions and payroll-
linked ISAs to more than 200,000 members across 8,000 UK
employers. Cushon has overall assets under management of £740
million and is authorised by The Pensions Regulator to operate a master
trust pension scheme. In January 2021, Cushon became the first UK
pension provider to launch a fully carbon neutral ‘Net Zero Now’
pension product. In April 2022 it finalised the acquisition of Creative
Benefits, manager of Creative Pension Trust, making it the fifth largest
master trust pension provider in the UK and doubling its assets under
management to £1.7 billion.
Augmentum invested £5 million in Cushon in June 2021 and followed up
with a further £5 million in March 2022.
Source: Cushon 31 March 31 March
2022 2021
£’000 £’000
Cost: 10,000 –
Value 13,584 –
% ownership (fully diluted): 13.9% –
As per last filed audited accounts of the investee company for the year
to 31 March 2021:
2021 2020
£’000 £’000
Turnover 1,632 2
Pre tax (loss)/profit (3,742) (2,036)
Net assets 5,407 1,699
Onfido (www.onfido.com) is building the new identity standard for the
internet. Its AI-based technology assesses whether a user’s
government-issued ID is genuine or fraudulent, and then compares it
against their facial biometrics. Using computer vision and a number of
other AI technologies, Onfido can verify against 4,500 different types of
identity documents across 195 countries, using techniques like “facial
liveness’’ to see patterns invisible to the human eye.
Onfido was founded in 2012. It has offices in London, San Francisco,
New York, Lisbon, Paris, Amsterdam, New Delhi and Singapore and
helps over 800 companies, including industry leaders such as Revolut,
bung and Bitstamp. These customers are choosing Onfido over others
because of its ability to scale, speed in on-boarding new customers
(15 seconds for flash verification), preventing fraud, and its advanced
biometric technology. In October 2021 the company announced its
acquisition of biometric innovator, EYN, and in November 2021 its
partnership with Italian bank Banca Profilo via fintech partner Tinaba.
Augmentum invested an additional £3.7 million in a convertible loan
note in December 2019 as part of a £4.7 million round. This converted
into equity when Onfido raised an additional £64.7 million in April 2020.
Source: Onfido 31 March 31 March
2022 2021
£’000 £’000
Cost: 7,750 7,750
Value: 15,393 14,851
% ownership (fully diluted): 2.3% 2.6%
As per last filed audited accounts of the investee company for the year
to 31 December 2020:
2020 2019
£’000 £’000
Turnover 45,408 27,561
Pre tax loss (34,712) (26,488)
Net (liabilities)/assets 68,508 (9,494)
Key Investments continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 10
11ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Gemini (www.gemini.com) enables individuals and institutions to safely
and securely buy, sell and store cryptocurrencies. Gemini was founded
in 2014 by Cameron and Tyler Winklevoss and has been built with a
security and regulation first approach. Gemini operates as a New York
trust company regulated by the New York State Department of Financial
Services (NYSDFS) and was the first cryptocurrency exchange and
custodian to secure SOC 1 Type 2 and SOC 2 Type 2 certification.
Gemini entered the UK market in 2020 with an FCA Electronic Money
Institution licence and is one of only ten companies to have achieved
FCA Cryptoasset Firm Registration. Gemini announced acquisitions of
portfolio management services company BITRIA and trading platform
Omniex in January 2022.
Augmentum participated in Gemini’s first ever funding round in
November 2021 with an investment of £10.2 million.
Source: Gemini 31 March 31 March
2022 2021
£’000 £’000
Cost: 10,150 –
Value: 10,508 –
% ownership (fully diluted): 0.2% –
No audited accounts have been filed for Gemini.
With Monese (www.monese.com) you can open a UK or European current
account in minutes from your mobile, with a photo ID and a video selfie.
Their core customers are amongst the hundreds of millions of people who
live some part of their life in another country - whether it’s for travel, work,
business, study, family, or retirement.
With its mobile-only dual UK and Euro IBAN current account, its
portability across 31 countries, and both the app and its customer
service available in 14 languages, Monese allows people and
businesses to bank like a local across the UK and Europe. Launched in
2015 Monese now has more than 2 million registered users. 70% of
incoming funds are from salary payments, indicating that customers are
using Monese as their primary account. In October 2020 Mastercard
and Monese announced a multi-year strategic partnership, with
Monese becoming a principal Mastercard issuer. Monese’s new
Banking as a Service (“BaaS”) platform, which arrived following deals by
Monese with Mastercard and core banking provider Thought Machine,
will be used by Investec for its private client transactional banking
service and in the launch of a new business current account offering for
private companies. Over time, Investec also expects BaaS will allow the
bank to consolidate its retail savings products. In December 2021 the
company expanded its credit and lending capabilities through the
acquisition of financial services provider Trezeo.
Augmentum is invested alongside Kinnevik, PayPal and International
Airlines Group.
Source: Monese 31 March 31 March
2022 2021
£’000 £’000
Cost: 11,428 10,261
Value: 13,225 10,341
% ownership (fully diluted)*: 7.5% 7.5%
* £0.9m (2021: £0.9m) of investment in a convertible loan note.
As per last filed audited accounts of the investee company for the year
to 31 December 2020:
2020 2019
£’000 £’000
Turnover 16,282 10,273
Pre tax loss (31,130) (38,061)
Net liabilities (18,044) (17,398)
Key Investments continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 11
12 AUGMENTUM FINTECH PLC
Anyfin (www.anyfin.com) was founded in 2017 by former executives of
Klarna, Spotify and iZettle, and leverages technology to allow credit-
worthy consumers the opportunity to improve their financial wellbeing
by consolidating and refinancing existing credit agreements with
improved interest rates, as well as offering smart budgeting tools. Anyfin
is currently available in Sweden, Finland and Germany.
Augmentum invested £7.2 million in Anyfin in September 2021 as part of
a $52 million funding round.
Source: Anyfin 31 March 31 March
2022 2021
£’000 £’000
Cost: 7,248 –
Value: 9,870 –
% ownership (fully diluted): 2.7% –
Audited financial statements are not available for Anyfin.
BullionVault (www.bullionvault.co.uk) is a physical gold and silver market
for private investors online. It enables people across 175 countries to
buy and sell professional-grade bullion at the very best prices online,
with US$3.8 billion of assets under administration, over US$100 million
worth of gold and silver traded monthly, and over 100,000 clients.
Each user’s property is stored at an unbeaten low cost in secure,
specialist vaults in London, New York, Toronto, Singapore and Zurich.
BullionVault’s unique Daily Audit then proves the full allocation of client
property every day.
The company generates solid monthly profits from trading, commission
and interest. It is cash generative, dividend paying, and well-placed for
any cracks in the wider financial markets.
Source: BullionVault 31 March 31 March
2022 2021
£’000 £’000
Cost: 8,424 8,424
Value: 10,023 11,466
% ownership (fully diluted): 11.1% 11.1%
Dividends paid: 520 622
As per last filed audited accounts of the investee company for the year
to 31 October 2021:
2021 2020
£’000 £’000
Gross profit 12,086 15,707
Pre tax profit 7,741 10,703
Net assets 39,148 34,851
Key Investments continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 12
13ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Other Investments
In the next 10 years, £1 trillion of inheritance will pass between generations in the
UK. Farewill (www.farewill.com) is a digital, all-in-one financial and legal services
platform for dealing with death and after-death services, including wills, probate
and cremation. In 2021 Farewill won National Will Writing Firm of the Year for the
third year in a row and Probate Provider of the Year for the second consecutive
year at the British Wills and Probate Awards. Farewill also won Best Funeral
Information Provider and Low-cost Funeral Provider of the Year at the Good
Funeral Awards 2021. The organisation has also been voted the UK’s best-rated
death experts on Trustpilot, scoring an average customer approval rating of 4.9/5
from over 10,000 reviews. It is now the largest will writer in the UK.
Since its launch in 2015 Farewill’s customers have pledged over £450 million in
legacy gifts written into their wills.
In January 2019 Augmentum led Farewill’s £7.5 million Series A fundraise, with a
£4 million investment. Augmentum participated in Farewill’s £20 million Series B,
led by Highland Europe in July 2020.
Founded in 2011, iwoca (www.iwoca.co.uk) uses award-winning technology to
disrupt small business lending across Europe. They offer short-term loans of up to
£200,000 to SMEs across the UK, Germany and Poland. iwoca leverages online
integrations with high-street banks, payment processors and sector-specific
providers to look at thousands of data points for each business. These feed into a
risk engine that enables the company to make a fair assessment of any business
– from a retailer to a restaurant, a factory to a farm – and approve a credit facility
within hours. The company has issued over £1 billion in funding to over 50,000
SMEs in total and has surpassed £100 million worth of lending through the
Coronavirus Business Interruption Loan Scheme to businesses grappling with
the fallout of the economic crisis caused by the coronavirus. Iwoca launched
iwocaPay in June 2020, an innovative business-to-business (B2B) ‘buy now pay
later’ product to provide flexible payment terms to buyers while giving peace of
mind to sellers.
Tesseract (www.tesseractinvestment.com) is a forerunner in the dynamic digital
asset sector, providing digital lending solutions to market makers and other
institutional market participants via regulated custody and exchange platforms.
Tesseract was founded in 2017, is regulated by the Finnish Financial Supervisory
Authority (“FIN-FSA”), and was one of the first companies in the EU to obtain a
5AMLD (Fifth Anti-Money Laundering Directive) virtual asset service provider
(“VASP”) licence. It is the only VASP with an express authorisation from the FIN-
FSA to deploy client assets into decentralized finance or “DeFi”.
Taking no principal position, Tesseract provides an enabling crypto infrastructure
to connect digital asset lenders with digital asset borrowers. This brings
enhanced capital efficiency with commensurate cost reduction to trading, in a
space that is currently significantly under-leveraged relative to traditional capital
markets.
Augmentum led Tesseract’s Series A funding round in June 2021 with an
investment of £7.3 million.
Volt (www.volt.io) is a provider of account-to-account payments connectivity for
international merchants and payment service providers (PSPs). An application of
Open Banking, Account-to-account payments – where funds are moved directly
from one bank account to another rather than via payment rails – deliver benefits
to both consumers and merchants. This helps merchants shorten their cash
cycle, increase conversion and lower their costs. In October Volt announced their
partnership with Worldline, the European leader in payments and transactional
services, giving over 600 enterprise-level merchants globally access to Volt’s
open payments infrastructure. It also announced its expansion into Brazil in
November to integrate Brazil’s domestic instant payments network, Pix, and
established its physical presence in São Paolo. More recently, in April 2022, it
partnered with Mercuryo to help the crypto payments company offer open
banking payments to their two million global customers. The real-time account-
to-account payments (A2A) will provide Mercuryo wallet users, alongside their
business partners, with single-click payment solutions via fiat currency.
Augmentum invested £0.5 million in Volt in December 2020 and a further £4
million in June 2021.
ParaFi Capital (www.parafi.com) is an investor in decentralised finance protocols
that address tangible use cases of the technology and demonstrate signs of
product-market fit. The ParaFi investment has drawn on their domain expertise
developed in both traditional finance and crypto to identify and invest in leading
protocols such as Compound (lending and interest accrual), Aave (asset
borrowing), Uniswap (automated liquidity provision), Synthetix (synthetic asset
trading) and MakerDAO (stablecoins). ParaFi also supports its protocols as a
liquidity provider and governance participant.
Augmentum invested £2.8 million in ParaFi in January 2021. Co-investors include
Bain Capital Ventures and Galaxy Digital.
Intellis, based in Switzerland, is an automated forex trading platform governed
by AI.
Augmentum exercised its option to invest a further €1 million in March 2020 and a
further €1 million in March 2021.
Previse (www.previ.se) allows suppliers to be paid instantly. Previse’s artificial
intelligence (“AI”) analyses the data from the invoices that sellers send to their
large corporate customers. Predictive analytics identify the few problematic
invoices, enabling the rest to be paid instantly. Previse charges the suppliers a
small fee for the convenience, and shares the profit with the corporate buyer and
the funder. Previse precisely quantifies dilution risk so that funders can
underwrite pre-approval payables at scale. The company processes over
100,000 invoices a day. In January 2022 Mastercard unveiled that its next-
generation virtual card solution for instant B2B payments would use Previse’s
machine learning capabilities. The solution combines Previse’s machine learning,
with Mastercard’s core commercial solutions and global payment network, to
transform how businesses send and receive payments.
Augmentum invested £250,000 in a convertible loan note in August 2019. This
converted into equity as part of the company’s US$11 million funding round in
March 2020, alongside Reefknot Investments and Mastercard, as well as existing
investors Bessemer Venture Partners and Hambro Perks. Previse was awarded a
£2.5 million Banking Competition Remedies’ Capability and Innovation Fund grant
in August 2020.
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 13
14 AUGMENTUM FINTECH PLC
Other Investments continued
Wematch (www.wematch.live) is a capital markets trading platform that helps
financial institutions transition liquidity to an orderly electronic service, improving
productivity and de-risking the process of voice broking. Their solution helps
traders find liquidity, negotiate, trade, optimise and manage the lifecycle of their
portfolios of assets and trade structures. Wematch is focused on structured
products such as securities financing, OTC equity derivatives and OTC cleared
interest rates derivatives.
Wematch is headquartered in Tel Aviv and has offices in London and Paris. In
2021 WeMatch managed more than 12,000 matching and lifecycle events, saving
more than 500,000 trader to trader contacts, saved over 5,000 working hours for
their premium users with their workflow solutions, launched a new securities
lending platform and a new ETF synthetic portfolio management product.
Augmentum invested £3.7 million in September 2021.
Wayhome (www.wayhome.co.uk) offers a unique part-own part-rent model of
home ownership, requiring as little as 5% deposit with customers paying a market
rent on the portion of the home that Wayhome owns, with the ability to increase
the equity in the property as their financial circumstances allow. It launched to the
public in September 2021, following closure of the initial phase of a £500 million
pension fund investment.
Wayhome opens up owner-occupied residential property as an asset class for
pension funds, who will earn inflation-linked rent on the portion not owned by the
occupier.
Augmentum invested £1 million in 2021, adding to its previous £2.5 million
investment from 2019.
Habito (www.habito.com) is transforming the United Kingdom’s £1.3 trillion
mortgage market by taking the stress, arduous paperwork, hidden costs and
confusing process out of financing a home.
Since launching in April 2016, Habito has helped nearly 400,000 better
understand their mortgage needs and submitted almost £6 billion of mortgages.
Habito launched its own buy-to-let mortgages in July 2019 and in March 2021
launched a 40-year fixed-rate mortgage ‘Habito One’, the UK’s longest-ever fixed
rate mortgage.
In August 2019, Augmentum led Habito’s £35 million Series C funding round with
a £5 million investment.
FullCircl (www.fullcircl.com) was formed from the combination of Artesian and
Duedil. Artesian was founded with a goal to change the way B2B sellers
communicate with their customers. They have built a powerful sales intelligence
service using the latest in Artificial Intelligence and Natural Language Processing
to automate many of the time consuming, repetitive tasks that cause the most
pain for commercial people.
Augmentum originally invested in DueDil, which merged with Artesian in July
2021. Combining DueDil’s Business Information Graph (B.I.G.)™ and Premium
APIs, and Artesian’s powerful web application and advanced rules engine
delivers an easy to deploy solution for banks, insurers and FinTechs to engage,
onboard and grow the right business customers.
Epsor (https://epsor.fr) is a Paris based provider of employee and retirement
savings plans delivered through an open ecosystem, giving access to a broad
range of asset management products accessible through its intuitive digital
platform. Epsor serves more than 40,000 savers and over 400 companies in
France.
Augmentum invested £2.2 million in Epsor in June 2021.
Sfermion is an investment fund focused on the non-fungible token (NFT)
ecosystem. Their goal is to accelerate the emergence of the open metaverse by
investing in the founders, companies, and entities creating the infrastructure and
environments forming the foundations of our digital future.
Augmentum committed US$3 million in October 2021, to be drawn down in
tranches.
Founded in 2015, WhiskyInvestDirect was a subsidiary of BullionVault and is the
online market for buying and selling Scotch whisky as it matures in barrel. This is
an asset class that has a long track record of growth, yet has previously been
opaque and inaccessible.
The Company has over 3,500 bulk-stockholding clients holding the equivalent of
29 million bottles of whisky stored in barrels. The business seeks to change the
way some of the three billion litres of maturing Scottish whisky is owned, stored
and financed, giving self-directed investors an opportunity to profit from whisky
ownership, with the ability to trade 24/7.
Augmentum's holding derives from WhiskeyInvestDirect being spun out of
BullionVault in 2020.
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 14
15ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Portfolio Manager’s Review
Overview
Despite a backdrop of continued economic uncertainty fuelled by the
current geopolitical and macroeconomic challenges, the financial
services industry continues to go through a major digital transformation.
The industry has seen record levels of investment over the past
12 months, and it is important to distinguish between the opportunity
that is still ahead of us alongside the ongoing and much welcomed
moderation in fintech valuation multiples both in the private and public
markets.
Markets are understandably volatile, and the tech sector has perhaps
been the hardest hit. Many high profile public fintech businesses have
been hit hard. Market volatility has foiled many IPO plans and many of
the SPACs (special purpose acquisition companies) that were crowding
the headlines in 2021. We have also seen a contraction in the digital
asset (crypto) sector. This shake-out has shone a light on some of the
obstacles and shortfalls the sector still needs to overcome as it
becomes more mainstream, but this doesn’t diminish the fundamental
disruptive potential of blockchain technologies.
But uncertain times drive increasing innovation, and activity continues
unabated in high potential earlier stage fintech companies. With
significant volumes of “dry powder” (fund commitments raised over the
last couple of years and not yet deployed) in the European venture
market, and a finite number of high quality companies, valuations at the
early stage remain relatively cushioned from broader public market
uncertainty. Maintaining price discipline and delivering advantaged deal
access therefore remain critical to the work that we do in securing
long-term returns for our shareholders.
Investments
Activity in the period since I last wrote to you in the half year report has
reflected our continued discipline and need for high conviction. Despite
writing several investment term sheets over the past 12 months, we saw
a significant reduction in our conversion rate following the increasingly
aggressive activity of new investors in the fintech space – we issued 14
term sheets in the year and six of the seven that did not progress to
investment failed on valuation grounds. The desire of these investors to
build a beta portfolio at unprecedented forward revenue multiples ran
contrary to our philosophy of finding companies with great potential that
can also deliver a great return. As such our deployment slowed down
considerably and we invested £16.4 million over the last six months of
the year compared to £44.4 million over the first six months. The
portfolio has also seen its second significant exit with abrdn agreeing
the acquisition of interactive investor for £1.5 billion in a transaction
which returned £42.8 million to the Company post year-end.
New Investments
Infrastructure has been a central pillar of our active investment thesis
now for some time. As fintech has entered the mainstream, institutions
have been keener to adopt technologies that facilitate their core
mission improving accuracy and/or reducing operational overheads.
As mentioned in the half year report we invested in Tesseract,
WeMatch and Gemini, all playing into an infrastructure thesis in both
traditional and digital sectors.
Earlier in the year, and also announced in the half year report, we made
investments in Cushon and Epsor, giving us exposure to the workplace
pension and savings markets across the UK and France. These are
markets yet to be widely disrupted by technology and are often
overlooked by generalist venture capital funds. However, they hold
great potential as employers recognise their responsibility to ensure
their employees have a better sense and understanding of their
pension and savings pots.
Finally, again as announced in the half year report, we welcomed
Anyfin to the portfolio in June. European consumer credit markets lag
the UK and US in terms of sophistication; low risk borrowers are
overpaying for credit, including new high-interest products such as Buy
Now, Pay Later (“BNPL”). We saw the opportunity early last year for data
driven lenders to identify and capture high value customer segments by
offering improved terms based on a more sophisticated understanding
of risk. Anyfin are becoming the leading digital refinancing player in
Europe, already active across Germany, Sweden, Finland and Norway.
The Existing Portfolio
Follow on investments continue to be a focus for the portfolio as we
back our winners through their growth cycle. In the half year since the
last report, we have made three follow on investments, with another
falling just outside the reporting period. In total these investments
amount to £16.4 million of capital.
In October we took the opportunity to invest a further £10 million into
our later stage portfolio company Zopa in a £220 million round led by
SoftBank Vision Fund 2 alongside existing investors Silverstripe and
Northzone. Zopa was awarded a banking licence in 2020 allowing it to
offer a wider product range including fixed term savings backed by
FSCS protection. The funding was required to meet the capital
requirements of the rapidly growing bank, at the time already having
attracted £675 million in deposits and issuing 150,000 credit cards. The
round will enable Zopa to continue their accelerated path and further
evolve the product set. Their performance continues to impress, with
record revenues in the first quarter of 2022 and achieving profitability
in March.
We first welcomed Cushon into the portfolio in May 2021 when their
assets under management stood at circa £375 million. In December we
increased our commitment with a further £5 million for equity in a
£35 million round of financing comprising equity and debt led by
Ashgrove Capital. The new capital was required to scale operations and
to fund the acquisition of Creative, an auto-enrolment scheme. Creative
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 15
16 AUGMENTUM FINTECH PLC
Portfolio Manager’s Review continued
is Cushon’s third Master Trust acquisition in two years which has helped
grow assets under management to circa £1.7 billion on behalf of
400,000 customers. The workplace pensions industry is under
pressure from the UK government to consolidate and deliver better
value. Cushon is riding these secular winds to grow at a rapid rate.
During the period, Grover successfully completed its Series C funding
round of €113 million following the €60 million Series B it closed in the
first quarter of 2021. Grover has delivered continuous growth since our
first investment in 2019, topping €160 million of annualised subscription
value by the end of the first quarter of 2022 and making rapid early
progress with its US entry strategy. Grover is benefiting from secular
trends away from ownership and towards utilisation, together with a
circular economy benefit that is central to its mission.
After the period end, Previse successfully completed its Series B
investment round comprising US$18million at first close, led by the
Asian headquartered investment arm of Tencent. Previse have
continued to pursue an embedded finance approach, integrating
working capital and inventory finance into core accounting and
workflow platforms and banking entities with significant untapped
opportunities across multiple product lines.
Additionally, notable performance commentaries from our larger
existing portfolio positions include:
Tide now has over 7% UK market penetration with nearly 430,000
members and is, together with Starling, the leading SME challenger
banking platform with only the “Big 5” incumbents now serving more
SMEs in the UK. Revenue growth has been robust, driven by continued
growth in payment services and membership subscriptions. Tide
continues to deliver on an open field opportunity to better serve smaller
business customers with a cost structure unencumbered by traditional
legacy branch structures and technology stacks.
Onfido continue to consolidate their US and global market position with
nearly 1,000 active customers. The company grew revenue 90% in
2021 to over US$100 million and achieved 134% year on year growth in
the US. Onfido’s digital identity checks surpassed 100 million in
September last year and increased 50% in the subsequent five months
to hit 150 million in the first quarter of this year. Goode Intelligence
recently predicted that identity verification checks will grow from
1.1billion last year to 3.8 billion in 2026. Onfido is another portfolio
company that is clearly advancing within strong secular trends.
As we have signposted in previous reviews, making early-stage
investments does not always pay off and we do not expect to get it right
all of the time. Elsewhere in the portfolio, outside the top 10 investments,
we have reduced valuations by £4 million in aggregate, driven largely by
the slowdown in the mortgage market affecting Habito and a delay
experienced by Farewill in regulatory approval from the FCA in relation
to their funeral plans launch.
Exits
interactive investor (ii) was successfully sold to abrdn in a transaction
that completed in May 2022. The Company benefited from a realisation
of £42.8 million. This is the fourth exit from our portfolio and the most
significant exit in just four years since inception. The 84% IRR (11 times
gross multiple of money invested (“MoM”)) generated validates the core
Augmentum thesis of pursuing disruptive propositions developing
against secular trends in consumer and business behaviour.
This followed exits of our holdings in Dext (30.5% IRR, 1.4 times MoM)
and Seedrs (0% IRR, 1 times MoM) earlier in the year.
Performance
For the year to 31 March 2022 we are reporting gains on investments of
£56.7 million (2021 £26.7 million). Since IPO this represents an IRR of
22.6% on the capital that we have deployed.
It is in periods of market volatility like these that the structure we
negotiate into investments shows its value. Liquidation preferences, a
common feature of early stage investing, provide downside protection
in that the value of the investment would have to fall below the value of
the funds invested before our capital would suffer any impairment. Anti-
dilution provisions can also provide for additional shares being awarded
if the company raises future rounds at lower valuations.
These mechanisms and other rights we build into investment
agreements shield us from much of the downside ordinary shares suffer
in publicly listed companies and are key to our style of investing, in
particular at the early stage. Within the current portfolio, 19 of the 24
investments have the benefit of liquidation preferences.
Outlook
We have evolved in just six short months from a risk on market that had
developed over a number of years to a risk off environment. The shift in
sentiment has not taken us by surprise and we have built up a healthy
cash buffer of, at the date of this report, £61.0 million to ensure we can
both support our existing portfolio and also capitalise on compelling
opportunities in the fintech market over the coming 12 months and
beyond.
The volume of venture capital raised over the last two years leaves
significant “dry powder” commitments across Europe, with estimates
suggesting more than two and a half years of capital in place at
deployment rates matching the last two years. Such volume of capital
seeking a finite number of quality investments is likely to serve to
continue to maintain momentum for the fintech sector. In addition there
has consistently been a trend, particularly in fintech, for companies to
stay private for longer, something that the external market conditions is
likely to reinforce.
Seeing potential squeezes at both entry and exit therefore means that
discipline is vital. The quality of opportunities in our pipeline remains
high with more and more talent drawn to the sector. Not every good
business is a good investment though and our conversion rate of
meeting companies and ultimately investing is currently at 0.4%. The
bar must remain exceptionally high, and our central thesis of investing
only in areas of high conviction and/or secular trends in consumer
behaviour, will continue to dominate our decision making.
Our belief in the potential of the sector remains as strong as ever.
Ourcore holdings in the portfolio are well placed, well funded and with
sufficient liquidity to benefit from continuing market opportunities as
they evolve.
Tim Levene CEO
Augmentum Fintech Management Ltd
1 July 2022
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 16
17ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Strategic Report
Business Review
The Strategic Report, set out on pages 17 to 28, provides a review of the
Company’s business, the performance during the year and its strategy
going forward. It also considers the principal risks and uncertainties
facing the Company.
The Strategic Report has been prepared to provide information to
shareholders to assess how the Directors have performed their duty to
promote the success of the Company. Further information on how the
Directors have discharged their duty under Section 172 of the
Companies Act 2006 can be found on pages 25 and 26.
The Strategic Report contains certain forward-looking statements.
These statements are made by the Directors in good faith based on the
information available to them up to the date of this report and such
statements should be treated with caution due to the inherent
uncertainties, including both economic and business risk factors,
underlying any such forward-looking information.
Strategy and Strategic Review
Throughout the year under review, the Company continued to operate
as an approved investment trust, following its investment objectives and
policy which is to generate capital growth over the long term through
investment in a focused portfolio of fast growing and/or high potential
private financial services technology (“fintech”) businesses based
predominantly in the UK and wider Europe.
The Company is an alternative investment fund (“AIF”) under the
Alternative Investment Fund Managers Regulations (“UK AIFMD”) and
has appointed Frostrow Capital LLP as its alternative investment fund
manager (“AIFM”).
During the year, the Board, Frostrow Capital LLP, as AIFM, and the
Portfolio Manager undertook all strategic and administrative activities.
Principal Risks and Risk Management
The Board considers that the risks detailed below are the principal risks
currently facing the Company. These are the risks that could affect the
ability of the Company to deliver its strategy.
The Board is responsible for the ongoing identification, evaluation and
management of the principal risks faced by the Company and has
established a process for the regular review of these risks and their
mitigation. This process accords with the UK Corporate Governance
Code and the FRC’s Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting.
The Board has carried out a robust assessment of the emerging and
principal risks facing the Company, including those that would threaten
its business model, future performance, solvency and liquidity. Further
details of the risk management processes that are in place can be
found in the Corporate Governance Statement.
The Board's policy on risk management has not materially changed
during the course of the reporting period and up to the date of
thisreport.
The Company maintains a framework of the key risks, with the policies
and processes devised to monitor, manage and mitigate them where
possible. This risk map is reviewed regularly by the Audit Committee.
Further details on the financial risks are included in Note 13 starting on
page 61.
Macroeconomic Risks
The performance of the Group’s investment portfolio is materially
in
fluenced by economic conditions. These may affect demand for
services supplied by investee companies, foreign exchange rates,
input costs, interest rates, debt and equity capital markets and the
number of active trade and financial buyers.
All of these factors could have an impact on the Group’s ability to
realise a return from its investments and cannot be directly controlled
by the Group. Particular current factors include increasing inflation
and sanctions related to the situation in Ukraine.
Principal Risks and Uncertainties
Within the constraints dictated by its objective, the Company’s
portf
olio is diversified across a range of sectors, has no leverage, a
net cash balance and as set out below the Portfolio Manager
structures investments to provide downside protection, where
possible.
The Board, AIFM and Portfolio Manager monitor the macroeconomic
environment and this is discussed at each Board meeting, along with
the potential impact. The Portfolio Manager also provides a detailed
update on the investments at each meeting, including, inter alia,
developments in relation to the macro environment and trends.
Mitigation
Strategy Implementation Risks
The Group is subject to the risk that its long-term strategy and its
le
vel of performance fail to meet the expectations of its shareholders.
A robust and sustainable corporate governance structure has been
implement
ed with the Board responsible for continuing to act in the
best interests of shareholders.
An experienced fintech Portfolio Manager has been retained in order
to deliver the strategy.
The Company’s key risks fall broadly under the following categories:
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 17
18 AUGMENTUM FINTECH PLC
Cash Risk
Returns to the Company through holding cash and cash equivalents
ar
e currently low. The Company may hold significant cash balances,
particularly when a fundraising has taken place, and this may have a
drag on the Company’s performance.
The Company may require cash to fund potential follow-on
investments in existing investee companies. If the Company does not
hold sufficient cash to participate in subsequent funding rounds
carried out by portfolio companies, this could result in the interest
the Company holds in such businesses being diluted. This may have
a material adverse effect on the Company’s financial position and
returns for shareholders.
To mitigate this risk the Board has agreed prudent cash
mana
gement guidelines with the AIFM and Portfolio Manager.
The Group maintains sufficient cash resources to manage its
ongoing operational and investment commitments. Regular
discussions are held to consider the future cash requirements of the
Company and its investments to ensure that sufficient cash is
maintained.
Strategic Report continued
Portfolio Diversification Risk
The Group is subject to the risk that its portfolio may not be
div
ersified, being heavily concentrated in the fintech sector and the
portfolio value may be dominated by a single or limited number of
companies.
The Group attempts to mitigate this risk by making investments
acr
oss a range of companies in a range of fintech company
subsectors and in companies at different stages of their lifecycle in
accordance with the Investment Objective and Investment Policy.
There is also geographic diversification with 68% of the portfolio
being based in the UK and 32% in continental Europe, Israel and the
US. Given the nature of the Company’s Investment Objective this
remains a significant risk.
Principal Risks and Uncertainties Mitigation
Investment Risks
The performance of the Group’s portfolio is influenced by a number
o
f factors. These include, but are not limited to:
(i) the quality of the initial investment decision;
(ii) reliance on co-investment parties;
(iii) the quality of the management team of each underlying portfolio
company and the ability of that team to successfully implement
its business strategy;
(iv) the success of the Portfolio Manager in building an effective
working relationship with each team in order to agree and
implement value-creation strategies;
(v) changes in the market or competitive environment in which each
portfolio company operates;
(vi) the macroeconomic risks described above; and
(vii) environmental, social and governance (“ESG”) factors.
Any of these factors could have an impact on the valuation of an
investment and on the Group’s ability to realise the investment in a
profitable and timely manner.
The Company also invests in early-stage companies which, by their
nature, may be smaller capitalisation companies. Such companies
may not have the financial strength, diversity and the resources of
larger and more established companies, and may find it more difficult
to operate, especially in periods of low economic growth.
The Portfolio Manager has put in place a rigorous investment
pr
ocess which ensures disciplined investment selection and
portfolio management. This includes detailed due diligence, regular
portfolio reviews and in many cases active engagement with
portfolio companies by way of board representation or observer
status.
Investing in young businesses that may be cash consuming for a
number of years is inherently risky. In order to reduce the risks of
permanent capital loss the Portfolio Manager will, where possible,
structure investments to afford a degree of downside protection
through mechanisms such as a liquidation preference and/or anti-
dilution provisions.
As noted above the Portfolio Manager provides a detailed update at
each Board meeting, including, inter alia, investee company
developments, funding requirements and the pipeline of potential
new investments.
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 18
19ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Strategic Report continued
Credit Risk
As noted the Company may hold significant cash balances. There is
a risk
that the banks with which the cash is deposited fail and the
Company could be adversely affected through either delay in
accessing the cash deposits or the loss of the cash deposit. When
evaluating counterparties there can be no assurance that the review
will reveal or highlight all relevant facts and circumstances that may
be necessary or helpful in evaluating the creditworthiness of the
counterparty.
Principal Risks and Uncertainties
The Board has agreed prudent cash management guidelines with
the
AIFM to ensure an appropriate risk/return profile is maintained.
Cash and cash equivalents are held with approved counterparties,
who are required to have a high credit rating and financial strength.
Compliance with these guidelines is monitored regularly and
reported to the Board on a quarterly basis.
Mitigation
Valuation Risk
The valuation of investments in accordance with IFRS 13 and
I
nternational Private Equity and Venture Capital (IPEV) Valuation
Guidelines requires considerable judgement and is explained in Note
19.17.
The Company’s investments may be illiquid and a sale may require
consent of other interested parties. Such investments may therefore
be difficult to value and realise. Such realisations may involve
significant time and cost and/or result in realisations at levels below
the value of such investments as estimated by the Company.
The Company has a rigorous valuation policy and process as set out
in N
otes 19.4 and 19.17. This process is led by the Board and includes
benchmarking valuations against actual prices received when a sale
of shares is made, as well as taking account of liquidity issues and/or
any restrictions over investments.
Operational Risk
The Board is reliant on the systems of the Group and Company’s
service pr
oviders and as such disruption to, or a failure of, those
systems could lead to a failure to comply with law and regulations
leading to reputational damage and/or financial loss to the Group
and/or Company.
To manage these risks the Board:
l receives a quarterly compliance report from the AIFM and the
Portfolio Manager, which includes, inter alia, details of
compliance with applicable laws and regulations;
l reviews internal control reports, where available, key policies,
including measures taken to combat cybersecurity issues, and
also the disaster recovery procedures of its service providers;
l maintains a risk matrix with details of risks to which the Group
and Company are exposed, the controls relied on to manage
those risks and the frequency of operation of the controls; and
l receives updates on pending changes to the regulatory and
legal environment and progress towards the Group and
Company’s compliance with these.
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 19
20 AUGMENTUM FINTECH PLC
Emerging Risks
The Company has carried out a robust assessment of the Company’s
emerging and principal risks and the procedures in place to identify
emerging risks are described below. The International Risk Governance
Council definition of an ‘emerging’ risk is one that is new, or is a familiar
risk in a new or unfamiliar context or under new context conditions
(re-emerging). Failure to identify emerging risks may cause mitigating
actions to be reactive rather than being proactive and, in the worst case,
could cause the Company to become unviable or otherwise fail or force
the Company to change its structure, objective or strategy.
The Audit Committee reviews the risk map at least half-yearly. Emerging
risks are discussed in detail as part of this process and also throughout
the year to try to ensure that emerging (as well as known) risks are
identified and, so far as practicable, mitigated.
The experience and knowledge of the Directors are useful in these
discussions, as are update papers and advice received from the
Board’s key service providers such as the Portfolio Manager, the AIFM
and the Company’s Brokers. In addition, the Company is a member of
the AIC, which provides regular technical updates as well as drawing
members’ attention to forthcoming industry and/or regulatory issues
and advising on compliance obligations.
COVID-19
The Board has continued to monitor developments with respect to
COVID-19. Restrictions imposed because of the pandemic challenged
operations, but they proved to be resilient. All of the Company’s service
providers continued to provide as-normal services throughout,
notwithstanding adopting remote working during the lockdowns.
The Company’s Portfolio Manager provided regular updates to the
Board on the financial impacts of the pandemic on portfolio
performance and investee companies as well as the effect on the
fintech sector.
Ukraine
The Board is monitoring the events in Ukraine and related sanctions.
The Board is confident that the situation should have no direct impact
on the Company and has not identified any Russian shareholders in the
Company. The portfolio companies have no Russian operations.
Principal Risks and Uncertainties Mitigation
Key person risk
There is a risk that the individuals responsible for managing the
portf
olio may leave their employment or may be prevented from
undertaking their duties.
The Board manages this risk by:
l receiving reports from AFML at each Board meeting, such
reports include any significant changes in the make-up of the
team supporting the Company;
l putting in place a compensation structure designed to retain key
staff and encourage alignment with shareholders;
l meeting the wider team, outside the designated lead managers,
at the Portfolio Manager’s offices and by video conference, and
encouraging the participation of the wider AFML team in investor
updates; and
l delegating to the Management Engagement & Remuneration
Committee responsibility to perform an annual review of the
service received from AFML, including, inter alia, the team
supporting the lead managers and succession planning.
* See Glossary on page 78
Strategic Report continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 20
21ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Performance and Prospects
Performance
The Board assesses the Company’s performance in meeting its
objective against the following Key Performance Indicators (“KPIs”).
Due to the unique nature and investment policy of the Company, with no
direct listed competitors or comparable indices, the Board considers
that there is no relevant external comparison against which to assess
the KPIs and as such performance against the KPIs is considered on an
absolute basis. Information on the Company’s performance is provided
in the Chairman’s Statement and the Portfolio Manager’s Review. The
KPIs have not changed from the prior year:
l The Net Asset Value (“NAV”) per share after performance fee total
return*
The Directors regard the Company’s NAV per share after
performance fee total return as being the critical measure of value
delivered to shareholders over the long term. The Board considers
that the NAV per share after performance fee better reflects the
current value of each share than the consolidated NAV per share
figure, the calculation of which eliminates the performance fee.
This is an Alternative Performance Measure (“APM”) and its
calculation is explained in the Glossary on page 78 and in Note 16
on page 64. Essentially, itadds back distributions made in the
period to the change in the NAV after performance fee to arrive at
a total return.
The Group’s NAV per share after performance fee total return for
the year was 19.0% (2021: 12.3%). This strong result is discussed in
the Chairman's Statement on page 2.
l The Total Shareholder Return (“TSR”)*
The Directors also regard the Company’s TSR as a key indicator of
performance. Like the NAV per share after performance fee total
return discussed above, this is an APM and its calculation is
explained in the Glossary on page 78. The TSR is similar in nature
to the NAV per share after performance fee total return, except that
it adds back distributions made in the period to the change in the
share price, to reflect more closely the return in the hands of
shareholders. Share price performance is monitored closely by the
Board.
The Company's TSR for the year was (16.4%) (2021: 128.8%)
reflecting the swing in market sentiment against listed growth and
tech stocks at the beginning of 2022.
l Ongoing Charges Ratio (“OCR”)*
Ongoing charges represent the costs that shareholders can
reasonably expect to pay from one year to the next, under normal
circumstances.
The Board is cognisant of costs and reviews the level of expenses at
each Board meeting. It works hard to maintain a sensible balance
between strong service and keeping costs down.
The terms of appointment of the Company’s AIFM and the
Portfolio Manager are set out on pages 22 and 23. In reviewing
their continued appointment the Board took into account the
ongoing charges ratio of other investment companies with
specialist mandates.
The Group’s OCR for the year was 1.7% (2021: 1.9%). The Board
aims for this ratio to reduce over time.
Discount/Premium*
The Board monitors the price of the Company's shares in relation to
their net asset value after performance fee and the premium/discount
at which the shares trade. Powers are taken each year to issue and buy
back shares, which can assist short term volatility management,
however the level of discount or premium is mostly a function of investor
sentiment and demand for the shares, over which the Board has little
influence.
After an extended period during which the shares traded at a premium
to NAV the share price moved to a discount in the current financial year
as market sentiment turned against growth stocks, with the Company's
shares being affected notwithstanding the strength of the portfolio's
fundamental disruptive potential.
The Board has taken advantage of the situation by undertaking a
modest programme of accretive buybacks to the benefit of remaining
shareholders. All shares purchased are being held in treasury and will
potentially be reissued when the share price returns to a premium to
NAV after performance fee. Shareholder authorities to issue and buy
back shares are being sought at the forthcoming AGM.
Prospects
The Company’s current position and prospects are described in the
Chairman’s Statement and Portfolio Manager’s Review sections of this
annual report.
Performance and Future developments
The Board’s primary focus is on the Portfolio Manager’s investment
approach and performance. The subject is thoroughly discussed at
every Board meeting.
In addition, the AIFM updates the Board on company communications,
promotions and investor feedback, as well as wider investment issues.
An outline of performance, investment activity and strategy, market
background during the year and the outlook is provided in the
Chairman’s Statement on pages 2 to 4 and the Portfolio Manager’s
Review on pages 15 and 16.
Viability Statement
The Board has considered the Company’s financial position, including
its ability to liquidate portfolio assets and meet its expenses as they fall
due, and notes the following:
The Board has considered the viability of the Company under various
scenarios, including periods of acute stock market and economic
volatility such as that experienced in 2020.
The expenses of the Company are predictable and modest in
comparison with the assets and there are no capital commitments
currently foreseen which would alter that position.
* See Glossary on page 78
Strategic Report continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 21
22 AUGMENTUM FINTECH PLC
In considering the Company's longer-term viability, as well as
considering the principal risks on pages 17 to 20 and the financial
position of the Company, the Board considered the following factors
and assumptions:
l The Company is and will continue to be invested primarily in long-
term illiquid investments which are not publicly traded;
l The Board reviews the liquidity of the Company, regularly
considers any commitments it has and cash flow projections;
l The Board, AIFM and Portfolio Manager will continue to adopt a
long-term view when making investments and anticipated holding
periods will be at least five years;
l As detailed in the Directors’ Report, the Valuations Committee
oversees the valuation process;
l There will continue to be demand for investment trusts;
l Regulation will not increase to a level that makes running the
Company uneconomical; and
l The performance of the Company will continue to be satisfactory.
Whilst acknowledging that market and economic uncertainty remain
heightened in view of rising inflation and the Ukraine conflict, based on
the results of its review, and taking into account the long-term nature of
the Company, the Board has a reasonable expectation that the
Company will be able to continue its operations and meet its expenses
and liabilities as they fall due for the foreseeable future, taken to mean at
least the next five years. The Board has chosen this period because,
whilst it has no information to suggest this judgement will need to
change in the coming five years, forecasting over longer periods is
imprecise. The Board’s long-term view of viability will, of course, be
updated each year in the annual report.
Going Concern
In light of the conclusions drawn in the foregoing Viability Statement
and as set out in note 19.1 to the financial statements on page 65, the
Company has adequate financial resources to continue in operational
existence for at least the next 12 months.
Therefore, the directors believe that it is appropriate to continue to
adopt the going concern basis in preparing the financial statements. In
reviewing the position as at the date of this report, the Board has
considered the guidance on this matter issued by the Financial
Reporting Council.
Management Arrangements
Principal Service Providers
The Company is structured as an internally managed closed-ended
investment company. Augmentum Fintech Management Limited
(“Portfolio Manager”) is the wholly owned operating subsidiary of the
Company that manages the investment portfolio of the Company as a
delegate of the AIFM.
The other principal service providers to the Company are Frostrow Capital
LLP (“Frostrow” or the “AIFM”) and IQ EQ Depositary Company (UK)
Limited (the “Depositary”). Details of their key responsibilities and their
contractual arrangements with the Company follow.
Alternative Investment Fund Manager (“AIFM”)
Frostrow under the terms of its AIFM agreement with the Company
provides, inter alia, the following services:
l oversight of the portfolio management function delegated to
Augmentum Fintech Management Limited;
l promotion of the Company’s shares;
l investment portfolio administration and valuation;
l risk management services;
l share price discount and premium monitoring;
l administrative and company secretarial services;
l advice and guidance in respect of corporate governance
requirements;
l maintenance of the Company’s accounting records;
l review of the Company’s website;
l preparation and publication of annual and half year reports; and
l ensuring compliance with applicable legal and regulatory
requirements.
AIFM Fees
Under the terms of the AIFM Agreement Frostrow is entitled to an
annual fee of:
l on NAV up to £150 million: 0.225% per annum;
l on that part of NAV in excess of £150 million and up to £500million:
0.2% per annum; and
l on that part of NAV in excess of £500 million: 0.175% per annum,
calculated on the last working day of each month and payable monthly
in arrears.
The AIFM Agreement may be terminated by either party on giving
notice of not less than 12 months.
Portfolio Manager
Augmentum Fintech Management Limited, as delegate of the AIFM, is
responsible for the management of the Company’s portfolio of
investments under an agreement between it, the Company and
Frostrow (the “Portfolio Management Agreement”).
Under the terms of its Portfolio Management Agreement, Augmentum
Fintech Management Limited provides, inter alia, the following services:
l seeking out and evaluating investment opportunities;
l recommending the manner by which monies should be invested,
disinvested, retained or realised;
l advising on how rights conferred by the investments should be
exercised;
l analysing the performance of investments made; and
l advising the Company in relation to trends, market movements and
other matters which may affect the investment objective and policy
of the Company.
* See Glossary on page 78
Strategic Report continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 22
23ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Portfolio Manager Fees
Portfolio Management Fee
Under the terms of the Portfolio Management Agreement Augmentum
Fintech Management Limited (the “Portfolio Manager”) receives an
annual fee of 1.5% of the NAV per annum, falling to 1.0% of any NAV in
excess of £250million.
Performance Fee
The Portfolio Manager is entitled to a performance fee in respect of the
performance of any investments and follow-on investments. Each
performance fee operates in respect of investments made during a
24month period and related follow-on investments made for a further
36month period, save that the first performance fee would be in
respect of investments acquired using 80% of the net proceeds of the
Company’s IPO* in March 2018 (including the Initial Portfolio), and
related follow-on investments.
Subject to certain exceptions, the Portfolio Manager receives, in
aggregate, 15% of the net realised cash profits from the investments and
follow-on investments made over the relevant period once the Company
has received an aggregate annualised 10% realised return on
investments (the “hurdle”) and follow-on investments made during the
relevant period. The Portfolio Manager’s return is subject to a ‘’catch-up’’
provision in its favour. The performance fee is paid in cash as soon as
practicable after the end of each relevant period, save that at the
discretion of the Board payments of the performance fee may be made
in circumstances where the relevant basket of investments has been
realised in part, subject to claw-back arrangements in the event that
payments have been made in excess of the Portfolio Manager’s
entitlement to any performance fees as calculated following the relevant
period.
Based on the investment valuations as at 31 March 2022 the hurdle has
been met, on an unrealised basis, and as such a performance fee has
been provided for as set out in Notes 2 and 12. This will only be payable
if the hurdle is met on a realised basis.
The Portfolio Management Agreement may be terminated by either
party giving notice of not less than 12 months.
AIFM and Portfolio Manager Evaluation and Re-Appointment
The performance of Frostrow as AIFM and Augmentum Fintech
Management Limited as Portfolio Manager is regularly monitored by the
Board with a formal evaluation being undertaken each year. As part of this
process the Board monitors the services provided by the AIFM and the
Portfolio Manager and receives regular reports and views from them.
Following a review at a Management Engagement & Remuneration
Committee meeting in March 2022 the Board believes that the
continuing appointment of the AIFM and the Portfolio Manager, under
the terms described within this Strategic Report, is in the best interests
of the Company’s shareholders. In coming to this decision it took into
consideration the following additional reasons:
l the quality and depth of experience of the management, company
secretarial, administrative and marketing team that the AIFM
brought to the management of the Company; and
l the quality and depth of experience allocated by the Portfolio
Manager to the management of the portfolio, together with the
clarity and rigour of the investment process.
Depositary
The Company has appointed IQ EQ Depositary (UK) Limited as its
Depositary in accordance with the UK AIFMD on the terms and subject
to the conditions of an agreement between the Company, Frostrow and
the Depositary (the “Depositary Agreement”).
The Depositary provides the following services, inter alia, under its
agreement with the Company:
l verification of non-custodial investments;
l
cash monitoring;
l processing of transactions; and
l foreign exchange services.
The Depositary must take reasonable care to ensure that the Company
is managed in accordance with the Financial Conduct Authority’s
Investment Funds Sourcebook, the UK AIFMD and the Company’s
Articles of Association.
Under the terms of the Depositary Agreement, the Depositary is entitled
to receive an annual fee of £25,000 plus certain event driven fees.
The notice period on the Depositary Agreement is not less than
sixmonths.
Dividend Policy
The Company invests with the objective of achieving capital growth
over the long term and it is not expected that a revenue dividend will be
paid in the foreseeable future. The Board intends only to pay dividends
out of revenue to the extent required in order to maintain the Company’s
investment trust status.
Potential returns of capital
It is expected that the Company will realise investments from time to
time. The proceeds of these disposals may be re-invested, used for
working capital purposes or, at the discretion of the Board, returned to
shareholders.
The Company has committed to return to Shareholders up to 50 per
cent. of the gains realised by the disposal of investments in each
financial year, with such returns of capital expected to be made on an
annual basis. The Company may also seek to make returns of capital to
Shareholders where available cash is not expected to be substantially
deployed within the following 12-18 months. The options for effecting
any return of capital to shareholders may include the Company making
tender offers to purchase Shares, paying special dividends or any
alternative method or a combination of methods. Certain methods
intended to effect a return of capital may be subject to, amongst other
things, shareholder approval. Shareholders should note that the return
of capital by the Company is at the discretion of the Directors and is
subject to, amongst other things, the working capital requirements of
the Company. As described in the Chairman’s Statement the Board has
decided, following a consultation, that the Company will retain the bulk
of the proceeds of the investment realisations to date for reinvestment
to support its capital growth objective and utilise the balance to support
a limited accretive share buyback programme.
Strategic Report continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 23
Company Promotion
The Company has appointed Peel Hunt LLP and Singer Capital Markets
Advisory LLP as joint corporate brokers, to work alongside one another
to encourage demand for the Company’s shares.
In addition to AIFM services, Frostrow also provides marketing and
distribution services.
Engaging regularly with investors:
The Company's brokers and Frostrow meet with institutional investors,
discretionary wealth managers and execution-only platform providers
around the UK and hold regular seminars and other investor events;
Making Company information more accessible:
Frostrow manages the investor database and produces all key
corporate documents, distributes monthly factsheets, annual reports
and updates from the Portfolio Manager on portfolio and market
developments; and
Monitoring market activity, acting as a link between the Company,
shareholders and other stakeholders:
The Company’s brokers and Frostrow maintain regular contact with
sector broker analysts and other research and data providers, and
provide the Board with up-to-date information on the latest shareholder
and market developments.
Community, Social, Employee, Human Rights, Environmental Issues,
Anti-bribery and Anti-corruption
The Company is committed to carrying out business in an honest and
fair manner with a zero-tolerance approach to bribery, tax evasion and
corruption. As such, policies and procedures are in place to prevent
bribery and corruption. In carrying out its activities, the Company aims
to conduct itself responsibly, ethically and fairly, including in relation to
social and human rights issues.
As an investment trust with limited internal resource, the Company has
little impact on the environment. The Company believes that high ESG
(Environmental, Social and Governance) standards within both the
Company and its portfolio companies make good business sense and
have the potential to protect and enhance investment returns.
Consequently, the Group’s investment process ensures that ESG
issues are taken into account and best practice is encouraged.
Diversity
There are currently three male and two female Directors (being 40%
female representation) on the Board, and these Directors come from a
number of nationalities and educational backgrounds. The Company
aims to have a balance of relevant skills, experience and background
amongst the Directors on the Board and believes that all Board
appointments should be made on merit and with due regard to the
benefits of diversity. The Company's diversity policy is set out on
pages40 and 41. The Board also encourages diversity in the
management team at AFML and the promotion of the benefits of
diversity in portfolio companies.
24 AUGMENTUM FINTECH PLC
Strategic Report continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 24
25ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Investors
Who?
Stakeholder group
Portfolio Manager
Clear communication of the Company’s strategy
and the performance against its objective can
help the share price trade at a narrower discount
or a wider premium to its net asset value which
benefits shareholders.
New shares may be issued to meet demand
without diluting the NAV per share of existing
shareholders. Increasing the size of the
Company can benefit liquidity as well as spread
costs.
Why?
The benefits of engagement with our
stakeholders
Frostrow as AIFM, the Portfolio Manager and the
Company's joint brokers on behalf of the Board
complete a programme of investor relations
throughout the year. In addition the Chairman
has continued to engage regularly with the
Company’s larger shareholders.
Key mechanisms of engagement included:
l The Annual General Meeting
l The Company’s website which hosts reports,
video interviews with the managers and
regular market commentary
l Online newsletters
l One-on-one investor meetings
l Investor meetings with the Portfolio Manager
and AIFM
How?
How the Board the AIFM and the Portfolio
Manager has engaged with our stakeholders
Engagement with our Portfolio Manager is
necessary to evaluate performance against the
stated strategy and to understand any risks or
opportunities this may present to the Company. It
also provides clarity on the Board’s expectations
and helps ensure that portfolio management
costs are closely monitored and remain
competitive.
The Board meets regularly with the Company’s
Portfolio Manager throughout the year both
formally at the quarterly Board meetings and
more regularly on an informal basis. The Board
also receives quarterly performance and
compliance reporting at each Board meeting.
The Portfolio Manager’s attendance at each
Board meeting provides the opportunity for the
Portfolio Manager and Board to further reinforce
their mutual understanding of what is expected
from all parties.
Service Providers The Company contracts with third parties for
other services including: depositary, investment
accounting & administration, company
secretarial and share registration. It is necessary
for the Company's success to ensure the third
parties to whom we have outsourced services
complete their roles diligently and correctly.
The Company ensures all service providers are
paid in accordance with their terms of business.
The Board closely monitors the Company's
Ongoing Charges Ratio.
The Board and Frostrow engage regularly with
all service providers both in one-to-one meetings
and via regular written reporting. This regular
interaction provides an environment where
topics, issues and business development needs
can be dealt with efficiently and collegiately.
Engaging with our stakeholders
The following ‘Section 172’ disclosure describes how the Directors have had regard to the views of the Company’s stakeholders in their decision-
making.
Strategic Report continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 25
26 AUGMENTUM FINTECH PLC
Key topics of engagement with investors
Ongoing dialogue with shareholders concerning the strategy of
the Company, performance and the portfolio.
Key topics of engagement with the Portfolio Manager on an
ongoing basis are portfolio composition, performance, outlook
and business updates.
A
dditional topics included:
l The impact of COVID-19 upon their business and the portfolio.
l The impact of the Ukraine conflict upon their business and the
portfolio.
l The integration of environmental, social and governance (‘ESG’)
into the Portfolio Manager’s investment processes.
l Performance and compensation of Group employees is decided
by the Management Engagement & Remuneration Committee
with the Directors of AFML.
What?
What were the key topics of engagement?
l The Portfolio Manager, Frostrow and the joint brokers meet
regularly with shareholders and potential investors to discuss the
Company’s strategy, performance and portfolio. These meetings
take place with and without the Portfolio Manager. This
interaction informed the Board’s deliberations on various matters,
including in relation to the distribution of investment realisation
proceeds where it contributed to the Board’s decision to restrict
distributions to a limited share buyback programme, with it being
considered that shareholders were better served by realisation
proceeds principally being used for further investment.
l The prospects for the portfolio and the pipeline of potential
investment opportunities were of particular interest to the Board
in connection with the fundraise decision making.
l All of the Company's service providers successfully implemented
remote working when it was necessary. Whilst this created
challenges at times there was no adverse impact on service
delivery.
l Russian sanctions have no direct impact on the Company and
extremely limited impact on portfolio companies.
l The portfolio manager reports regularly any ESG issues in the
portfolio companies to the Board. Please see pages 27 and 28 for
further details of AFML’s ESG policies.
l The Management Engagement & Remuneration Committee
engaged with respect to AFML’s long-term incentive
arrangements and the revision of the Directors’ Remuneration
policy, which is set out on pages 46 and 47.
Outcomes and actions
What actions were taken, including principal decisions?
Employees of AFML
In order to attract and retain talent to ensure the
Group has the resources to successfully
implement its strategy and manage third-party
relationships.
In normal times all employees of AFML sit in one
open plan office, facilitating interaction and
engagement. Notwithstanding remote working,
interaction continued during the lockdown
conditions. Senior team members report to the
Board at each meeting.
Given the small number of employees,
engagement is at an individual level rather than
as a group.
Portfolio companies Incorporating consideration of ESG factors into
the investment process assists in understanding
and mitigating risks of an investment and
potentially identifying future opportunities.
The Board encourages the Company’s Portfolio
Manager to engage with companies and in doing
so expects ESG issues to be a key consideration.
The Portfolio Manager seeks to take a board
seat, or have board observer status, on all
investments. See pages 27 and 28. for further
detail on AFML’s ESG approach to investing.
Who?
Stakeholder group
Why?
The benefits of engagement with our
stakeholders
How?
How the Board the AIFM and the Portfolio
Manager has engaged with our stakeholders
Strategic Report continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 26
27ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
STRATEGIC AND BUSINESS REVIEW
Approach to Responsible Investing
Augmentum Fintech Management Limited (“AFML”) continues to be
committed to a responsible investment approach through the lifecycle
of its investments, from pre-screening to exit. AFML believes that the
integration of Environmental, Social and Governance (“ESG”) factors
within the investment analysis, diligence and operating practices is
pivotal in mitigating risk and creating sustainable, profitable investments.
Five-Stage Approach to Future-Proofing the Portfolio
ESG principles adapted from the UN PRI (Principles of Responsible
Investment) are integrated throughout business operations; in
investment decisions, at the screening stage through an exclusion list
and due diligence, ongoing monitoring and engaging with portfolio
companies post-investment and when making follow-on investment
decisions, as well as within fund operations.
1. Screening
An Exclusion List is used to screen out companies incompatible with
AFML’s corporate values (sub-sectors and types of business). AFML
also commits to being satisfied that the investors they invest alongside
are of good standing.
2. Due Diligence
An ESG Due Diligence (DD) survey is completed on behalf of all
companies in the later stages of the investment process. An ESG
scorecard is completed for each potential investment, in which potential
ESG risks and opportunities are identified, and discussed with the
investment committee. Where necessary, an action plan is agreed with
the management team on areas for improvement and commitments are
incorporated into the Term Sheet.
3. Post-Investment Monitoring and Engagement
An annual survey is completed by portfolio companies and areas for
improvement are discussed with management teams, with
commitments agreed and revisited as appropriate.
4. Follow On Investments
ESG risks and opportunities are assessed when making follow-on
investment decisions, with an ESG scorecard completed and
co-investors taken into consideration. Follow on investments are only
made into companies that continue to meet AFML’s ESG criteria.
5. Internally at Augmentum
AFML have continued to identify priority areas in which to make suitable
ESG-related advancements across fund operations. Key progress
areas include:
l AFML went fully carbon neutral in 2021. Working in partnership
with Minimum, they are now monitoring their Scope 1, 2 and 3
emissions and will continue to track and reduce emissions towards
Net Zero. AFML has opted to neutralise unavoidable emissions
through a robust portfolio of carbon removal and prevention
projects;
l Incorporating environmental considerations into operating
decisions, from partnering with Cushon for Net Zero pensions to
design and materials in the new office and encouraging recycling
in the office to a Bike2Work scheme for staff and using a
sustainable clothing company for branded merchandise;
l Continuing to maintain the highest levels of governance and ethical
integrity in accordance with the regulatory standards to which we
are subject, including the Financial Conduct Authority and the
London Stock Exchange; and
l Continuing to embrace diversity and inclusion through inclusive
hiring and professional development practices, an events
programme including Female Founder Office Hours, as well as
charity partnerships including with Crisis Venture Studio.
ESG Focus Areas
AFML have identified eight key areas for consideration, across the three
ESG categories, which best align with their values and are most
relevant for companies operating in the fintech industry.
The key environmental consideration as identified by the AFML is the
potential impact of business operations on the global issue of climate
change. Social factors include the risks and opportunities associated
with data security, privacy and ethical use, consumer protection,
diversity and financial inclusion. Governance considerations include
anti-bribery and corruption, board structure and independence and
compliance.
AFML is committed to:
l Incorporating ESG and sustainability considerations into its
investment analysis, diligence, and operating practices.
l Providing ESG training and support to the AFML employees
involved in the investment process, so that theymay perform their
work in accordance with AFML’s policy.
l Actively engaging with portfolio companies to encourage
improvement in key ESG areas.
l Annual reporting on progress to stakeholders.
Strategic Report continued
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 27
28 AUGMENTUM FINTECH PLC
ESG in Action
Advancements continue to be seen in ESG practices across the
portfolio, both in business models and operating procedures. However,
it should be noted that the portfolio comprises early stage companies
and quantitative data may not be available. Below we highlight some
examples, as stated by the companies referenced.
Anyfin
Stockholm-headquartered consumer credit refinancing company
Anyfin believes that everyone should have healthy personal finances
and are developing services that make managing personal finances fun
and easy. The company leverages open banking capabilities to help
users improve their overall financial wellbeing. They also launched a
budgeting tool to give users a complete overview of their finances by
displaying all their bank accounts in one place.
Cushon
In June 2021, Augmentum invested in Cushon, creator of the world’s first
Net Zero pension product. Net Zero is achieved through a unique mix of
fund allocation and carbon offsetting through projects around the world,
achieving positive impact without compromising returns. In another
industry first, Cushon have also launched in-app ESG voting features
which allow savers to vote on governance issues from companies
within their savings portfolios.
Onfido
In June 2021 identity verification company Onfido joined the Tech Zero
taskforce, a cohort including other leading tech companies led by
industry body Tech Nation, London & Partners and Level39. The
taskforce exists to accelerate progress to net zero, support tech
companies in making a climate action plan and use technology to help
the 100 million customers they serve to live more sustainably.
Grover
With over 50 million tons of e-waste piling up from unused personal
electronics globally each year, circular economy tech rental company
Grover’s mission is to sustainably improve access to technology.
Renting can save up to 80% of C02 emissions compared to buying new
products and also ensures devices stay out of landfills and in circulation
longer. The company also partnered with edtech StartSteps to provide
students with laptops to begin their careers in tech and participated in
several hiring events for refugees in Berlin.
Encouraging a Diverse Fintech Industry: Progress highlights
AFML has continued to show its support for a diverse, inclusive fintech
industry through involvement in various diversity-focused initiatives and
events, and has been recognised for its industry-leading approach.
Learn more below.
Diverse Dealflow and Events Programme
AFML has hosted numerous diversity-focused events over the last
twelve months, most notably its Female Fintech Founder pitch events, in
collaboration with Outward VC, where they brought together several
dozen female founders across a number of events, provided pitch
coaching and assembled engaged audiences of venture capital and
angel investors. They have also supported initiatives including The
200Bn Club, a new 12 week programme designed to accelerate
financing directed to female founders and connect them with the skills,
mentorship, and network they need to raise a seed or Series A
investment.
Crisis Venture Studio Partnership
AFML has partnered with the recently launched venture studio from
homeless charity Crisis. The team supported the charity through advice,
pitch feedback and mentoring sessions with fintech founders as well as
charitable donations.
Community Development
Head of Engagement Georgie Hazell joined the Women in VC
community leadership team as UK Co-Lead. They recently launched a
mentoring and monthly events programme focused on boosting
diversity and inclusion within decision-making roles in venture capital
and entrepreneurship, and increasing access to high quality dealflow.
This strategic report was approved by the Board of Directors and signed
on its behalf by:
Neil England
Chairman
1 July 2022
Strategic Report continued
Pertinent Sustainable Development Goals
263235 Augmentum pp001-pp028.qxp 01/07/2022 17:44 Page 28
CORPORATE GOVERNANCE
29ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Board of Directors
Neil England
(Chairman of the Board and Nominations
Committee)
Neil has extensive international business
expertise in a career spanning public and
private companies varying in size from
start-ups to global corporations.
His career started in manufacturing and he
has held leadership roles in sales, marketing
and general management across sectors
including food, FMCG, distribution and
technology.
Neil was a Vice President of Mars
Incorporated; Group Chief Executive at The
Albert Fisher Group plc and Group
Commercial Director at Gallaher Group plc.
Additionally he started two technology
businesses and has advised on others. He is a
past Chairman of a number of other
companies, most recently ITE Group plc and
Blackrock Emerging Europe plc.
Neil is currently Chairman of Schroder British
Opportunities Trust plc and a non-executive
director of two private companies. He is a
Fellow of The Chartered Institute of Marketing.
Remuneration: £45,000 pa
Shareholding in the Company: 210,000
Standing for re-election: yes
Karen Brade
(Chairman of the Audit Committee)
Karen has extensive experience of project
finance, private equity and asset management.
She started her career at Citibank working on
various multi-national project finance
transactions.
Karen worked at CDC (now known as British
International Investment), the UK
Government’s development finance institution,
where she held a variety of positions in equity
and debt investing, portfolio management,
fund raising and investor development.
She currently serves as Chairman of Aberdeen
Japan Investment Trust PLC; Chairman of
Keystone Positive Change Investment Trust
plc; Non-Executive Director of HeiQ plc and is
an external panel member of the Albion Capital
VCT investment committee.
Remuneration: £35,000 pa
Shareholding in the Company: 39,019
Standing for re-election: yes
David Haysey
(Chairman of the Management &
Remuneration Committee and Valuations
Committee)
David has extensive experience in the
investment business, working on both public
and private equities, and asset allocation.
He started his career as a stockbroker, and
held a number of senior positions, including as
head of European equities for SG Warburg plc
and Deutsche Bank AG and CIO and co-CEO
of Deutsche Asset Management’s European
Absolute Return business.
David previously worked for RIT Capital
Partners plc, where he was a board member
and head of public equities. He joined the
multi-strategy firm Marylebone Partners from
its launch as head of liquid strategies. Since
his retirement he has been a non-executive
partner and member of the firm’s investment
committee.
Remuneration: £35,000 pa
Shareholding in the Company: 94,230
Standing for re-election: yes
263235 Augmentum pp029-pp036.qxp 01/07/2022 17:45 Page 29
Board of Directors continued
30 AUGMENTUM FINTECH PLC
Conny Dorrestijn
Conny joined the Board with effect from
1 November 2021. She has been an active
part of European fintech for many years and
has worked with a number of early stage
fintech businesses. She is a founding partner
of BankiFi, a developer of technology ‘putting
banks at the heart of business’, where she
currently fulfils a non-executive role, Chairman
of the Supervisory Board of Cobase bv,
an Associate of the Digital Insurance Agenda
(DIA) and a Global Innovation Awards Judge at
BAI (US). Previous roles include Chair of the
supervisory board of pan-European fintech
provider Blanco Services, VP Global
Payments Marketing at FIS, following its
acquisition of Clear2Pay, where she was
Global Head of Corporate Marketing & Analyst
Relations.
Remuneration: £27,000 pa
Shareholding in the Company: nil
Standing for election: yes
Sir William Russell
Sir William joined the Board with effect from
1 April 2022. He was the Lord Mayor of the
City of London from November 2019 until
November 2021 and is an Alderman of The
City of London. He is non-executive chairman
of CDAM (UK) Ltd, an independent, privately
owned, investment management firm, and
trustee and deputy chairman of Place2Be, a
children’s mental health charity. He is a past
board member of Innovate Finance, the
industry body for the UK Fintech community,
and has more than 30 years’ experience in
financial services including senior positions in
domestic and international banking.
Remuneration: £27,000 pa
Shareholding in the Company: 60,000
Standing for election: yes
263235 Augmentum pp029-pp036.qxp 01/07/2022 17:45 Page 30
CORPORATE GOVERNANCE
Tim Levene
CEO and Partner
Tim began his career at Bain & Co before leaving to co-found Crussh,
the chain of juice bars. In 1999, Tim became a founding employee at
Flutter.com and after it merged with Betfair in 2001 he led the
commercial side of the business including launching its international
business. In 2010 Tim co-founded Augmentum with the backing of RIT
Capital. Tim has been a Young Global Leader at the World Economic
Forum since 2012. Tim was also elected as a Common Councillor
(Independent) for the Ward of Bridge in the City of London in 2017.
Perry Blacher
Partner
Perry started his career at McKinsey & Co in 1996, moving to Microsoft
in 1998 and he has spent the last decade as an angel investor in, and
adviser to, fintech businesses. Perry is a FinTech specialist, holding
advisory or non-executive roles at Fairpoint plc, Barclays UK, Google,
Onfido, Prodigy Finance, TransferGo and other FinTech businesses. He
was a founding principal at Chase Episode 1 Partners when they
invested in Flutter.com and is a venture partner at Amadeus Capital. He
was the founder and chief executive officer of two businesses, both
sold to public companies (Serum in 2002 and Covestor in 2007).
Richard Matthews
COO and Partner
Richard qualified as a chartered accountant with Coopers &
Lybrand/PricewaterhouseCoopers LLP before leaving in 1999 to join
Tim as an early employee and chief financial officer of Flutter.com. In
2001, upon the merger with Betfair, he left to become chief financial
officer of Benchmark Europe (now Balderton Capital, a venture capital
investor in Betfair). In 2005 he became a partner at Manzanita Capital, a
large US family office, and in 2010 he co-founded Augmentum.
Martyn Holman
Partner
Martyn has nearly 20 years of experience as an operator, adviser and
investor in tech and growth spaces. Martyn’s early career was spent as
a strategy consultant with the Boston Consulting Group, consulting to
FTSE 100 clients across consumer, energy, financial services and heavy
industry sectors. Since then he has accrued 15 years of experience as
both an operator and investor in the tech/VC space. He was a key
member of the early Betfair team and later co-founded LMAX Exchange
which has since featured as the number 1 Times Tech Track Growth
Company and a Fintech Future 50 member. Most recently Martyn spent
nearly 5 years as an investor and partner in UK venture capital where he
helped raise a £60 million early seed fund.
The Management Team currently comprises co-founders and
principals of the Portfolio Manager. The Portfolio Manager is a specialist
fund management and advisory business whose experienced and
entrepreneurial Management Team has a strong track record in fintech
venture capital. The Portfolio Manager is based in London and is
authorised and regulated in the UK by the FCA.
The Company leverages the Management Team’s years of experience,
expertise and networks in the fintech sector to drive value creation in its
investee companies.
The key individuals who are responsible for the Company’s portfolio are
listed below.
31ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Management Team
263235 Augmentum pp029-pp036.qxp 01/07/2022 17:45 Page 31
Management Team continued
32 AUGMENTUM FINTECH PLC
Ellen Logan
Investor
Before joining Augmentum, Ellen worked at OC&C Strategy
Consultants, conducting commercial due diligence and strategy
projects for private equity and multinational corporate clients across
TMT, B2B services, FMCG and retail sectors. Ellen also worked at HR
analytics startup Bunch, after studying Economics at the University of
Edinburgh. Ellen has a particular interest in emerging technologies such
as the digital asset economy and alternative payment methods.
Georgie Hazell
Head of Engagement
Georgie started her career working in startups across marketing,
people and strategy positions. Following time at a startup studio, her
MBA and a consultancy project with equity crowdfunding platform
Crowdcube, she joined Augmentum. Georgie leads Augmentum’s
marketing and communications, supports portfolio companies post-
investment, leads people ops and special projects including ESG.
Georgie co-chairs the UK Women in VC community and is a trained
coach, working primarily with women in tech.
Réginald de Wasseige
Investor
Réginald (Reggie) started his career in private equity in Belgium (his
home country), at Cobepa, and went on to explore entrepreneurship
through founding a software company focusing on document security
for large organisations. Off the back of both experiences, VC was a
natural evolution and Reggie joined ABN AMRO Ventures, the venture
capital arm of the Dutch bank, and relocated to Amsterdam. This first VC
position introduced him to the world of fintech and was also the start of
his international adventure.
263235 Augmentum pp029-pp036.qxp 01/07/2022 17:45 Page 32
Directors’ Report
CORPORATE GOVERNANCE
Directors’ Report
The Directors present the audited Financial Statements of the Group
and the Company for the year ended 31 March 2022 and their Report
on its affairs.
In accordance with the requirement for the Directors to prepare a
Strategic Report and an enhanced Directors’ Remuneration Report for the
year ended 31 March 2022, the following information is set out in the
Strategic Report on pages 17 to 28: a review of the business of the
Company including details about its objective, strategy and business
model, future developments, details of the principal risks and uncertainties
associated with the Company’s activities (including the Company’s
financial risk management objectives and policies), information on
stakeholder engagement, information regarding community, social,
employee, human rights and environmental issues and the Company’s
policy regarding Board diversity. Information about Directors’ interests in
the Company’s ordinary shares is included within the Directors’
Remuneration Report on page 45.
The Corporate Governance Statement starting on page 37 forms part
of this Directors’Report.
Business and Status of the Company
The Company is registered as a public limited company in England and
Wales (registered number 11118262) and is an investment company
within the terms of Section 833 of the Companies Act 2006 (the “Act”).
Its shares are traded on the main market of the London Stock
Exchange, which is a regulated market as defined in Section 1173 of the
Act.
The Company has received approval from HM Revenue & Customs as an
investment trust under Sections 1158 and 1159 of the Corporation Tax Act
2010. In the opinion of the Directors, the Company continues to direct its
affairs so as to qualify for such approval.
Investment Policy
The Company’s investment policy is set out on page 5.
Subsidiary Companies
The Company has two corporate subsidiaries, both of which are wholly
owned by the Company and are incorporated in England and Wales as
private limited companies:
(i) the General Partner (Augmentum Fintech GP Limited), the principal
activity of which is to act as the general partner of the Partnership;
and
(ii) the Portfolio Manager (Augmentum Fintech Management Limited),
the principal activity of which is to act as the portfolio manager of the
Company.
The Partnership, Augmentum I LP, is a limited partnership registered in
Jersey and is wholly owned by the Company.
Results and Dividend
The results attributable to shareholders for the year are shown on the
Income Statement.
The Directors are not recommending the payment of a dividend for the
year.
Directors
The Directors of the Company are listed on pages 29 and 30. Neil
England, David Haysey and Karen Brade were appointed on 12 February
2018 and served throughout the year to 31 March 2022. Conny Dorrestijn
was appointed with effect from 1 November 2021 and Sir William Russell
was appointed with effect from 1 April 2022.
All Directors seek election or re-election by shareholders at each
Annual General Meeting.
The Board has reviewed the performance and commitment of the
Directors standing for election and re-election and considers that each
should serve on the Board as they bring wide, current and relevant
experience that allows them to contribute effectively to the leadership
of the Company. More details are contained within the Notice of Annual
General Meeting circular.
Directors’ Conflicts of Interest
Directors report on actual or potential conflicts of interest at each Board
meeting. Any Director or Directors with a potential conflict would be
excluded from any related discussion.
Directors’ & Officers’ Liability Insurance Cover
Directors’ and officers’ liability insurance cover has been maintained by
the Company since its incorporation. It is intended that cover will
continue for the year ending 31 March 2023 and subsequent years.
Directors’ Indemnity
The Company provides, subject to the provisions of applicable UK
legislation, an indemnity for Directors in respect of costs incurred in the
defence of any proceedings brought against them and also liabilities
owed to third parties, ineither case arising out of their positions as
Directors. This was in place throughout the financial year under review,
up to and including the date of the Financial Statements.
A copy of each deed of indemnity is available for inspection at the
Company’s offices during normal business hours and will be available at
the Annual General Meeting.
Directors’ Fees
The Directors’ Remuneration Report and the Directors’ Remuneration
Policy are set out on pages 43 to 47.
Directors’ Responsibilities
The Statement of Directors Responsibilities is to be found on page51
and is included in this Directors' Report by reference.
Portfolio Manager
It is the opinion of the Directors that the continuing appointment of the
Portfolio Manager detailed on page 22 is in the interests of the
Company’s shareholders as a whole and that the terms of engagement
negotiated with them are competitive and appropriate to the investment
mandate. The Board and the Company’s AIFM review the appointment
of the Portfolio Manager on a regular basis and make changes as
appropriate.
33ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
263235 Augmentum pp029-pp036.qxp 01/07/2022 17:45 Page 33
34 AUGMENTUM FINTECH PLC
Capital Structure
At 31 March 2022 there were 181,013,697 ordinary shares of 1p each in
issue (31 March 2021: 140,423,291), of which 687,911 were held in
treasury (31 March 2021: nil).
The Company raised £55.0 million (gross proceeds) during the year,
from a fundraising in July 2021, issuing 40,590,406 shares at 135.5p
each.
The Company bought back 687,911 shares into treasury during January
and February 2022 at an average price of 131.1p.
The shares, other than those held in treasury, entitle the holders to one
vote per share on a poll. Total voting rights at 31 March 2022 was
180,325,786.
At the end of the year under review, the Directors had shareholder
authorities to issue a further 14,042,329 shares without relying on a
prospectus and to buy back a further 20,361,540 shares. These
authorities will expire at the forthcoming Annual General Meeting.
Since the year end the Company has bought back a further 1,104,361
shares at an average price of 121.1 pence per share. These shares are
held in treasury.
The Company’s capital structure is summarised in Note 15 on page63.
Substantial Interests
The Company was aware of the following interests in voting rights of
3% or more of the Company as at 31 March 2022 and 31 May 2022.
31 May 2022 31 March 2022
Number Number
of % of of % of
Ordinary Voting Ordinary Voting
Shareholder Shares Rights Shares Rights
Canaccord Genuity Wealth
Management – Institutional 19,554,183 10.9 19,769,183 11.0
Wellian Investment Solutions 10,243,571 5.7 9,213,722 5.1
Interactive Investor 9,553,694 5.3 9,517,224 5.3
EFG Harris Allday, stockbrokers 9,402,551 5.2 9,371,301 5.2
Hargreaves Lansdown,
stockbrokers 8,802,657 4.9 8,906,750 4.9
Rathbones 8,437,664 4.7 8,404,506 4.7
Close Brothers Asset
Management 7,575,077 4.2 7,591,704 4.2
South Yorkshire Pension Authority 7,263,157 4.1 7,263,157 4.0
Tikehau Investment Management 7,112,917 4.0 7,112,917 3.9
Charles Stanley 6,776,499 3.8 7,095,170 3.9
Brewin Dolphin, stockbrokers 6,365,619 3.6 6,602,658 3.7
Jupiter Asset Management 5,927,870 3.3 6,027,870 3.3
Percentages shown are the percentage of the ordinary shares in issue less shares held
in treasury at the respective date.
Interests in the Company’s shares and percentage of voting rights of key
management personnel of its subsidiary at 31 March 2022 are shown below:
Tim Levene 2,694,203 1.5%
Richard Matthews 575,000 0.3%
Beneficial Owners of Shares – Information Rights
Beneficial owners of shares who have been nominated by the
registered holder of those shares to receive information rights under
section 146 of the Companies Act 2006 are required to direct all
communications to the registered holder of their shares rather than to
the Company’s registrar or to the Company directly.
Global Greenhouse Gas Emissions for the year ended
31March2022
At the date of this report, the Group has a staff of eleven individuals,
operating from small office premises in the UK. Accordingly, itdoes not
have any significant greenhouse gas emissions to report from the
operations of the Group, nor does it have responsibility for any other
emissions producing sources under the Companies Act 2006
(Strategic Report and Directors’ Reports) Regulations 2013, including
those within its underlying investment portfolio. The Group consumed
less than 40,000 kWh of energy during the year in respect of which the
Directors’ Report is prepared and therefore is exempt from the
disclosures required under the Streamlined Energy and Carbon
Reporting criteria.
Modern Slavery Act 2015
As an investment vehicle, the Company does not provide goods or
services in the normal course of business and does not have
customers. Also, the Company's portfolio management subsidiary,
which does provide services to the Company, is not in scope on
grounds of scale. Accordingly, the Directors consider that the Group
and Company are not required to make any anti-slavery or human
trafficking statement under the Modern Slavery Act 2015.
Political Donations
The Company has not in the past and does not intend in the future to
make political donations.
Common Reporting Standard (‘CRS’)
CRS is a global standard for the automatic exchange of information
commissioned by the Organisation for Economic Cooperation and
Development and incorporated into UKlaw by the International Tax
Compliance Regulations 2015. CRS requires the Company to provide
certain additional details to HMRC in relation to certain shareholders.
The reporting obligation began in 2016 and is now an annual
requirement. The Registrars, Link group, have been engaged to collate
such information and file the reports with HMRC on behalf of the
Company.
Directors’ Report continued
263235 Augmentum pp029-pp036.qxp 01/07/2022 17:45 Page 34
CORPORATE GOVERNANCE
35ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Listing Rule 9.8.4
Listing Rule 9.8.4 requires the Company to include certain information
in a single identifiable section of the annual report or a cross-reference
table indicating where the information is set out. The Directors confirm
that there are no disclosures to be made in this regard.
UK Securities Financial Transactions Regulation Disclosure
(unaudited)
The Company does not engage in Securities Financing Transactions
including repurchase transactions, securities or commodities lending
and securities or commodities borrowing, buy-sell back transactions or
sell-buy back transactions and margin lending transactions) or total
return swaps.
Alternative Performance Measures
The Financial Statements (on pages 52 to 68) set out the required
statutory reporting measures of the Company’s financial performance.
In addition, the Board assesses the Company’s performance against
criteria that are viewed as particularly relevant for investment trusts,
which are summarised on page 2 and explained in greater detail in the
Strategic Report, under the heading “Key Performance Indicators” on
page 21.
Definitions of the terms used and the basis of calculation adopted are
set out in the Glossary and Alternative Performance Measures on
page78.
Statement of Disclosure of Information to the Auditor
As at the date of this report each of the Directors confirms that so far as
they are aware, there is no relevant audit information of which the
Company’s auditor is unaware and they have taken all steps they ought
to have taken to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is aware of that
information.
This confirmation is given and should be interpreted in accordance with
the provisions of Section 418 of the Companies Act 2006.
Independent Auditor
Resolutions to reappoint BDO LLP as the Company's auditor and to
authorise the Audit Committee to determine their remuneration will be
proposed at the forthcoming Annual General Meeting. Further details
are included in the Report of the Audit Committee on pages 48 to 50.
Risk Management and Internal Controls
Details of the Company’s risk management and internal control
arrangements, including the Board’s annual review of the effectiveness
of the Company’s risk management and internal control arrangements,
are contained in the Corporate Governance Statement.
Annual General Meeting
The Annual General Meeting will be held on Wednesday, 14September
2022. The formal notice of the Annual General Meeting is set out in a
separate circular, which will be posted to shareholders with the annual
report for the year ended 31March2022.
Explanatory notes to the proposed resolutions can be found in the
Notice of Meeting circular.
The Board considers that the proposed resolutions are in the best
interests of the shareholders as a whole. Accordingly, the Board
unanimously recommends to shareholders that they vote in favour of
the resolutions by proxy ahead of the meeting, as the Directors intend to
do in respect of their own beneficial holdings.
Authority to Purchase Own Shares
A special resolution will be proposed at the forthcoming annual general
meeting to grant the Company authority to purchase its own shares, so
as to permit the purchase of up to 26,865,291 of the Company’s
ordinary shares (or such other number of shares as is equal to 14.99% of
the total number of ordinary shares in issue excluding shares held in
treasury at the date of the passing of the resolution) subject to the
constraints set out in the special resolution. The Directors intend to use
this authority to purchase shares only if this would result in an increase
in net asset value per share and if they consider it to be in the best
interests of shareholders generally. Ordinary shares which are
purchased under this authority may be held in treasury or cancelled.
The Directors believe that granting the Board authority to purchase
shares, as detailed above, is in the best interests of shareholders as a
whole and therefore recommend that shareholders vote in favour of this
resolution.
Authorities to Issue Shares
Separate resolutions will be proposed at the forthcoming annual
general meeting to grant the Company authority to issue ordinary
shares with and without pre-emption rights. Both resolutions seek to
permit the issue of up to 18,101,369 shares, being 10% of the share
capital currently in issue, including shares held in treasury. The latter
resolution will be proposed as a special resolution and incorporates
within that limit the sale of shares held in treasury. Shares will only be
issued or sold from treasury in accordance with this resolution at a
premium to the prevailing NAV per share after performance fee in order
not to dilute the interests of existing shareholders. The Board considers
the NAV per share after performance fee to be the most appropriate
metric of NAV and to best reflect the value of each share.
Directors’ Report continued
263235 Augmentum pp029-pp036.qxp 01/07/2022 17:45 Page 35
36 AUGMENTUM FINTECH PLC
Voting Rights
Subject to any rights or restrictions attached to any shares, on a show
of hands, every member who is present in person has one vote and
every proxy present who has been duly appointed has one vote.
However, if the proxy has been duly appointed by more than one
member entitled to vote on the resolution, and is instructed byone or
more of those members to vote for the resolution and by one or more
others to vote against it, or is instructed by one or more of those
members to vote in one way and is given discretion as to how to vote by
one or more others (and wishes to use that discretion to vote in the
other way) that proxy has one vote for and one vote against the
resolution. Every corporate representative present who has been duly
authorised by a corporation has the same voting rights as the
corporation would be entitled to. On a poll, every member present in
person or by duly appointed proxy or corporate representative has one
vote for every share of which they are the holder or in respect of which
the appointment as proxy or corporate representative has been made.
A member, proxy or corporate representative entitled to more than one
vote need not, if they vote, use all their votes or cast all the votes used
the same way.
In the case of joint holders, the vote of the senior who tenders a vote
shall be accepted to the exclusion of the votes of the other joint holders,
and seniority shall be determined by the order in which the names of
the holders stand in the register of members.
A member is entitled to appoint another person as their proxy to
exercise all or any of their rights to attend and to speak and vote at a
meeting of the Company. The appointment of a proxy shall be deemed
also to confer authority to demand or join in demanding a poll. Delivery
of an appointment of proxy shall not preclude a member from attending
and voting at the meeting or at any adjournment of it. A proxy need not
be a member. A member may appoint more than one proxy in relation to
a meeting, provided that each proxy is appointed to exercise the rights
attached to a different share or shares.
Other Statutory Information
The following information is disclosed in accordance with the
Companies Act 2006:
l The rules on the appointment and replacement of Directors are set
out in the Company’s articles of association (the “Articles”). Any
change to the Articles is governed by the Companies Act 2006.
l Subject to the provisions of the Companies Act 2006, to the
Articles, and to any directions given by special resolution, the
business of the Company shall be managed by the Directors who
may exercise all the powers of the Company. The powers shall not
be limited by any special powers given to the Directors by the
Articles and a meeting of the Directors at which a quorum is
present may exercise all the powers exercisable by the Directors.
The Directors’ powers to issue and buy back shares in force at the
end of the year are recorded in the Directors’ Report.
l There are no agreements:
(i) to which the Company is a party that might affect its control
following a takeover bid; and/or
(ii) between the Company and its Directors concerning
compensation for loss of office.
By order of the Board
Frostrow Capital LLP
Company Secretary
1 July 2022
Directors’ Report continued
263235 Augmentum pp029-pp036.qxp 01/07/2022 17:45 Page 36
CORPORATE GOVERNANCE
37ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Corporate Governance Report
Corporate Governance Statement
The Board has considered the principles and provisions of the AIC
Code of Corporate Governance (the “AIC Code”). The AIC Code
addresses all the principles and provisions set out in the UK Corporate
Governance Code (the “UK Code”), as well as setting out additional
principles and recommendations on issues that are of specific
relevance to investment companies.
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.
By reporting against the AIC Code investment companies will meet
their obligations under the UK Corporate Governance Code and
associated disclosure requirements under paragraph 9.8.6 of the UK
Listing Rules. As such, the Company does not need to report further on
issues contained in the UK Code which are not relevant to it.
The AIC Code can be viewed on the AIC’s website www.theaic.co.uk
and the UK Code can be viewed on the Financial Reporting Council
website www.frc.org.uk
.
Statement of Compliance
The Company has complied with the principles and provisions of the
AIC Code and the relevant provisions of the UK Code.
Board Leadership and Purpose
Responsibility for effective governance and for the overall management
of the Company’s affairs lies with the Board. The governance framework
of the Company reflects the fact that it is an investment company that
outsources company secretarial, administration, marketing, portfolio
and risk management services to Frostrow. Portfolio management is
then delegated to Augmentum Fintech Management Limited (“Portfolio
Manager”) by Frostrow.
Role of the Board
The Board’s statutory duties are defined by sections 171 to 177 of the
Companies Act 2006. In particular, under section 172 the Directors have
a duty to promote the success of the Company taking into
consideration the likely consequences of any decision in the long term;
the need to foster the Company’s business relationships with its service
providers; the impact of the Company’s operations on the community
and the environment; the desire for the Company to maintain a
reputation for high standards of business conduct; and the need to act
fairly between members of the Company. The Board reports on its
engagement with stakeholders in the context of its duties under section
172 within the Strategic Report on pages 25 and 26.
The Board is responsible for all aspects of the Company’s affairs,
including setting the parameters for monitoring the investment strategy
and the review of investment performance and policy. It also has
responsibility for all strategic policy issues, including share issuance
and buy backs, share price and discount/premium monitoring,
corporate governance matters, dividends and gearing.
Company’s Purpose, Values and Strategy
The Company’s purpose is to generate value for shareholders over the
long term in accordance with its investment objective, and the Board
assesses the basis on which this is achieved. The Strategic Report
describes how opportunities and risks to the future success of the
business have been considered and addressed, the sustainability of the
Company’s business model and how its governance contributes to the
delivery of its strategy. The Company’s investment objective and
investment policy are set out on page 5.
The Board’s key responsibilities are to set the strategy, values and
standards; to provide leadership within a controls framework which
enables risks to be assessed and managed; to challenge constructively
and scrutinise the performance of all outsourced activities; and to
review regularly the contracts, performance and remuneration of the
Company’s principal service providers andPortfolio Manager.
Culture
The Board seeks to establish and maintain a corporate culture
characterised by fairness in its treatment of the Group’s employees and
service providers, whose efforts are collectively directed towards
delivering returns to shareholders in line with the Company’s purpose
and objectives. It is the Board’s belief that this contributes to the
success of the Company, as well as being an appropriate way to
conduct relations between parties engaged in a common purpose.
Board Committees
The Board has delegated specific responsibilities to the Audit
Committee, the Management Engagement & Remuneration Committee,
the Nominations Committee and the Valuations Committee, details of
which are set out below.
Every year the Board reviews its composition and the composition of its
Committees. The Board and the Nominations Committee oversee this
process. Further details are given on page 40 under Board evaluation.
Audit Committee
As expanded in the Report of the Audit Committee starting on page 48,
the Audit Committee’s key responsibilities are to monitor the integrity of
the annual report and financial statements; to oversee the risk and
control environment and financial reporting; and to review the
performance of the Company’s external auditor.
Valuations Committee
The Valuations Committee adds a further level of oversight to the
valuation process carried out by Frostrow and AFML under their
contractual arrangements with the Company. The Committee meets at
least twice a year to review the valuation of investments.
Management Engagement & Remuneration Committee
The Management Engagement & Remuneration (“ME&R”) Committee
reviews annually the performance of the AIFM and the Portfolio
Manager. The Committee considers the quality, cost and remuneration
method of the service provided by the AIFM and the Portfolio Manager
against their contractual obligations. The Committee is also responsible
for the regular review of the terms of the AIFM Agreement and the
Portfolio Management Agreement. The Committee last reviewed these
in March 2022, at which time it was agreed that no amendments to the
agreements were required.
The Committee’s duties also include determining and agreeing with the
Board the policy for remuneration of the Directors and key management
personnel. Where appropriate, the Committee will consider both the
need to judge the position of the Company relative to other companies
263235 Augmentum pp037-pp045.qxp 01/07/2022 17:45 Page 37
38 AUGMENTUM FINTECH PLC
on the remuneration of Directors and whether to appoint external
remuneration consultants. The Committee met once in the year and
considered the Directors’ Remuneration Policy and AFML remuneration
matters. Areport on its activities is contained in the Directors’
Remuneration Report.
Nominations Committee
The Nominations Committee considers annually the skills possessed
by the Board and identifies any skill shortages to be addressed. When
considering new appointments, the Board reviews the skills of the
Directors and seeks to add persons with complementary skills or who
possess the skills and experience which fill any gaps in the Board’s
knowledge or experience and who can devote sufficient time to the
Company to carry out their duties effectively.
In view of the size of the Board and the nature of the Company, all
independent non-executive Directors are members of each Committee.
Copies of the full terms of reference, which clearly define the
responsibilities of each Committee, can be obtained from the Company
Secretary. They are available for inspection on the Company’s website
www.augmentum.vc
.
Board Meetings
Representatives of the Portfolio Manager, AIFM and Company
Secretary are expected to be present at all meetings. The primary focus
at Board meetings is a review of investment performance and
associated matters. The Chairman seeks to encourage open debate
within the Board and a supportive and co-operative relationship with
the Company’s Portfolio Manager, advisers and other service providers.
The table that follows sets out the number of formal Board and
Committee meetings held during the year ended 31 March 2022 and
the number of meetings attended by each Director.
Four Board meetings are scheduled each year. In addition to the
scheduled Board and Committee meetings, Directors attended a
number of ad hoc Board and Committee meetings to consider matters
related to the fundraise in July 2021, Director appointments and more
routine matters such as insurance renewal and approval of regulatory
announcements.
Meeting Attendance
Board
(including Audit ME&R Valuations Nominations
ad hoc) Committee Committee Committee Committee
Neil England 10 3 1 2 3
Karen Brade 10 3 1 2 3
David Haysey 10 3 1 2 3
Conny Dorrestijn* 7 2 1 1 1
* Appointed on 1 November 2021.
Sir William Russell joined the Board after the year end.
All the Directors in office at the time of the General Meeting held in July 2021 and the
Annual General Meeting in September 2021 attended the meetings.
Shareholder Engagement
The Chairman is responsible for ensuring that there is effective
communication with the Company’s shareholders. He works closely
with the Portfolio Manager and there is regular liaison with the
Company’s stockbrokers. There is a process in place for analysing and
monitoring the shareholder register and a programme for meeting or
speaking with the institutional investors and with private client
stockbrokers and advisers. In addition to the Portfolio Manager and
AIFM the Chairman expects to be available to meet the larger
shareholders and the Chairman of the Management Engagement &
Remuneration Committee is available to discuss remuneration matters.
The Company encourages shareholders to attend this year’s Annual
General Meeting as a forum for communication with individual
shareholders. The Notice of the Annual General Meeting and related
papers are sent to shareholders at least 20 working days before the
meeting. The Chairman, Directors and the Portfolio Manager all expect
to be in attendance at the Annual General Meeting and encourage
shareholders to submit questions ahead of the Meeting. Details of the
proxy votes received in respect of each resolution will be announced
after the Meeting. In the event of a significant (defined as 20% or more)
vote against any resolution proposed at the Annual General Meeting,
the Board will consult with shareholders in order to understand the
reasons for this and consider appropriate action to be taken, reporting
to shareholders within six months.
The Directors may be contacted through the Company Secretary at the
address shown on page 79.
While the Portfolio Manager and AIFM expect to lead on preparing and
effecting communications with investors, all major corporate issues are
put to the Board or, if time is of the essence, to a Committee thereof.
The Board places importance on effective communication with
investors and approves a marketing programme each year to enable
this to be achieved. Copies of the annual report and the half year report
are made available to shareholders and, where possible, to investors
through other providers’ products and nominee companies. All this
information is readily accessible on the Company’s website
www.augmentum.vc
. A Key Information Document is also published on
the Company’s website. The Company is a member of the Association
of Investment Companies which publishes information to increase
investors’ understanding of the sector.
Stakeholders
Section 172 of the Companies Act 2006 requires that the Directors
have regard to the Company’s stakeholders, amongst other
considerations, within their duty to promote the success of the
Company. The Board’s report on its compliance with Section 172 of the
Companies Act 2006 is contained within the Strategic Report on
pages25 and 26.
Corporate Governance Report continued
263235 Augmentum pp037-pp045.qxp 01/07/2022 17:45 Page 38
CORPORATE GOVERNANCE
39ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Corporate Governance Report continued
Subsidiary Employees
The Board is responsible for ensuring that workforce policies and
practices are in line with the Company’s purpose and values and
support its culture. The Management Engagement & Remuneration and
Nominations Committees advise the Board in respect of policies on
remuneration-related matters.
Since the subsidiary company has only eleven employees, including its
two executive directors, the Board considers that the directors of AFML
are best-placed to engage with the workforce. In accordance with the
Company’s whistleblowing policy, members of staff who wish to discuss
any matter with someone other than the subsidiary directors are able to
contact the Audit Committee Chairman or, in her absence, another
member of the Audit Committee.
Relationship with other service providers
The Board has delegated a wide range of activities to external agents,
in addition to the Portfolio Manager.
These services include investment administration, management and
financial accounting, Company Secretarial and certain other
administrative and registration services. The contracts for each of these
were entered into after full and proper consideration by the Board of the
quality and cost of the services offered, including the control systems in
operation in so far as they relate to the affairs of the Company.
Further information on the service providers is contained within the
Strategic Report on pages 22 and 23.
The Board receives and considers reports and information from these
contractors as required. The Board and AIFM are responsible for
monitoring and evaluating the performance of the Company’s service
providers.
Viability Statement and Going Concern
The Board’s assessment of the Company’s longer-term viability and that
it is appropriate for the financial statements to be prepared on a going
concern basis are set out in the Strategic Report on pages 21 and 22.
Significant Holdings and Voting Rights
Details of the substantial interests in the Company’s Shares, the voting
rights of the shares and the Directors’ authorities to issue and
repurchase the Company’s shares, are set out in the Directors’Report.
Nominee Share Code
Where shares in the Company are held via a nominee company,
theCompany undertakes:
l to provide the nominee company with multiple copies of
shareholder communications, so long as an indication of quantities
has been provided in advance; and
l to allow investors holding shares through a nominee company to
attend general meetings, provided the correct authority from the
nominee company is available.
Nominee companies are encouraged to provide the necessary
authority to underlying shareholders to attend the Company’s Annual
General Meeting.
Stewardship and the Exercise of Voting Powers
It is the Board’s view that, in order to achieve long-term success,
companies need to maintain high standards of corporate governance
and corporate responsibility. Therefore the Company expects the
companies in which it is invested to comply with best practice in
corporate governance matters, or to provide adequate explanation of
any areas in which they fail to comply, whilst recognising that a different
approach may be justified in special circumstances. In respect of UK
companies, current best practice in corporate governance matters is
set out in the UK Corporate Governance Code.
The Board has delegated authority to the Portfolio Manager to vote the
shares owned by the Company. The Board has instructed that the
Portfolio Manager submit votes on behalf of the Company wherever
possible, in the best long-term interest of shareholders in accordance
with their own investment philosophy and knowledge of the relevant
circumstances, although the Portfolio Manager may refer to the Board
on matters of a contentious nature.
The Board also monitors the ESG policies of the Portfolio Manager,
given the likely influence of such factors on the long-term growth
prospects of the companies in the portfolio.
Division of Responsibilities
Responsibilities of the Chairman
The Chairman’s primary role is to provide leadership to the Board,
assuming responsibility for its overall effectiveness in directing the
company. The Chairman is responsible for:
l ensuring that the Board is effective in its task of setting and
implementing the Company’s direction and strategy taking the
chair at general meetings and Board meetings, conducting
meetings effectively and ensuring all Directors are involved in
discussions and decision-making;
l setting the agenda for Board meetings and ensuring the Directors
receive accurate, timely and clear information for decision-making;
l taking a leading role in determining the Board’s composition and
structure, overseeing the induction of new Directors and the
development of the Board as a whole, leading the annual board
evaluation process and assessing the contribution of individual
Directors;
l supporting and also challenging the AIFM and the Portfolio
Manager (and other suppliers where necessary) ensuring effective
communications with shareholders and, where appropriate,
stakeholders; and
l engaging with shareholders to ensure that the Board has a clear
understanding of shareholder views.
Given the small size of the Board and the Company’s shareholder
register, the Board has not appointed a senior independent director.
263235 Augmentum pp037-pp045.qxp 01/07/2022 17:45 Page 39
40 AUGMENTUM FINTECH PLC
Corporate Governance Report continued
Directors’ Interests
The beneficial interests of the Directors in the Company are set out on
page 45 of this annual report.
Directors’ Independence
The Board consists of five non-executive Directors, each of whom is
independent of Frostrow and AFML. Nomember of the Board has been
an employee of the Company, Frostrow, AFML or any of its service
providers. Accordingly, the Board considers that all the Directors are
independent and there are no relationships or circumstances which are
likely to affect or could appear to affect their judgement.
Directors’ Other Commitments
Each of the Directors has assessed the overall time commitment of their
external appointments and it was concluded that they have sufficient
time to discharge their duties.
Board Evaluation
During the year the performance of the Board, its committees and
individual Directors (including each Director’s independence) was
evaluated through a formal assessment process. This involved the
circulation of a questionnaire tailored to suit the nature of the Company
and discussion. The performance of the Chairman wasevaluated in the
same manner.
The Chairman is satisfied that the structure and operation of the Board
continues to be effective and relevant and that there is a satisfactory
mix of skills, experience, length of service and knowledge of the
Company. The Board has considered the position of all of the Directors
as part of the evaluation process, and believes that it would be in the
Company’s best interests to propose them for election and re-election,
as applicable.
Matters Reserved for Decision by the Board
The Board has adopted a schedule of matters reserved for its decision.
This includes, inter alia, the following:
l Requirements under the Companies Act 2006, including approval
of the half yearly and annual financial statements, recommendation
of the final dividend (if any), the appointment or removal of the
Company Secretary, and determining the policy on share issuance
and buybacks.
l Matters relating to certain Stock Exchange requirements and
announcements, the Company’s internal controls, and the
Company’s corporate governance structure, policy and
procedures.
l Decisions relating to the strategic objectives and overall
management of the Company, including the appointment or
removal of the AIFM and other service providers, and review of the
Investment Policy.
l Matters relating to the Board and Board committees, including the
terms of reference and membership of the committees, the
appointment of Directors (including the Chairman) and the
determination of Directors’ remuneration.
Day-to-day operational and portfolio management is delegated to
Frostrow and AFML, respectively.
The Board takes responsibility for the content of communications
regarding major corporate issues, although Frostrow or AFML may act
as spokesmen. The Board is kept informed of relevant promotional
material that is issued by Frostrow.
Composition, Succession and Evaluation
Succession Planning
The Board regularly considers its structure and recognises the need for
progressive refreshment. The Board has an approved succession
planning policy to ensure that (i) there is a formal, rigorous and
transparent procedure for the appointment of new directors; and (ii) the
Board is comprised of members who collectively display the necessary
balance of professional skills, experience, length of service and
industry/Company knowledge.
The Board reviewed the policy during the year and continues to note
that three of the five Directors have been appointed since the launch of
the Company and hence their tenures coincide. The Board intends to
ensure there is an orderly succession in due course.
Policy on the Tenure of the Chairman and other Non-Executive
Directors
The tenure of each independent, non-executive director, including the
Chairman, is not ordinarily expected to exceed nine years.
Appointments to the Board
The rules governing the appointment and replacement of Directors are
set out in the Company’s Articles of Association and the
aforementioned succession planning policy. Where the Board appoints
a new Director during the year, that Director will stand for election by
shareholders at the next Annual General Meeting. Subject to there
being no conflict of interest, all Directors are entitled to vote on
candidates for the appointment of new Directors and on the
recommendation for shareholders’ approval for the Directors seeking
re-election at the Annual General Meeting. When considering new
appointments, the Board endeavours to ensure that it has the
capabilities required to be effective and oversee the Company’s
strategic priorities. This will include an appropriate range, balance and
diversity of skills, experience and knowledge. The Company is
committed to ensuring that any vacancies arising are filled by the most
qualified candidates. Since the last year end a Director recruitment
process has been conducted. One of two new Directors was recruited
with the assistance of Nurole Ltd, an independent consultancy, with the
other new Director identified from the Board’s contacts. Both new
Directors, Conny Dorrestijn and Sir William Russell, will submit
themselves for election by shareholders at the forthcoming AGM.
Diversity Policy
The Board supports the principle of boardroom diversity, of which
gender is one important aspect. The Company’s policy is that the Board
should be comprised of directors who collectively display the
necessary balance of professional skills, experience, length of service
and industry knowledge and that appointments to the Board should be
made on merit, against objective criteria, including diversity in its
broadest sense.
263235 Augmentum pp037-pp045.qxp 01/07/2022 17:45 Page 40
CORPORATE GOVERNANCE
41ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
The objective of the policy is to have a broad range of approaches,
backgrounds, skills, knowledge and experience represented on the
Board. The Board believes that this will make the Board more effective
at promoting the long-term sustainable success of the Company and
generating value for all shareholders by ensuring there is a breadth of
perspectives among the Directors and the challenge needed to
support good decision-making. To this end achieving a diversity of
perspectives and backgrounds on the Board is a key consideration in
any Director search process. The Board currently comprises Directors
of different nationalities, educational backgrounds and gender.
The gender balance of three men and two women meets the recently
announced FCA rules on diversity and inclusion for premium listed
investment companies. No current members of the Board are from a
non-white ethnic minority, but the Board supports the representation of
ethnic minorities on boards and this will be a material factor for the
Board when undertaking its next search process. However, this is
unlikely to be in the short term, since after two recent appointments the
Board, which comprises only five Directors, is now considered to be the
right size for the Company and succession is expected to follow the
nine year cycle of the Board’s policy on tenure.
Conflicts of Interest
In line with the Companies Act 2006, the Board has the power to
sanction any potential conflicts of interest that may arise and impose
such limits or conditions as it thinks fit. A register of interests and
external appointments is maintained and is reviewed at every Board
meeting to ensure all details are kept up to date. Should a conflict arise,
the Board has the authority to request that the Director concerned
abstains from any relevant discussion or vote where a perceived
conflict may arise. Appropriate authorisation is sought prior to the
appointment of any new Director or if any new conflicts or potential
conflicts arise.
Exercise of Voting Powers
Stewardship and the exercise of voting powers is summarised on
page39.
Anti-Bribery and Corruption Policy
The Board has adopted a zero-tolerance approach to instances of
bribery and corruption. Accordingly it expressly prohibits any Director or
associated persons when acting on behalf of the Company from
accepting, soliciting, paying, offering or promising to pay or authorise
any payment, public or private, in the United Kingdom or abroad to
secure any improper benefit.
The Board applies the same standards to its service providers in their
activities for the Company.
A copy of the Company’s Anti Bribery and Corruption Policy can be
found on its website at www.augmentum.vc.
The policy is reviewed
regularly by the Audit Committee.
Prevention of the Facilitation of Tax Evasion
In response to the implementation of the Criminal Finances Act 2017,
the Board adopted a zero-tolerance approach to the criminal facilitation
of tax evasion. A copy of the Company’s policy on preventing the
facilitation of tax evasion can be found on the Company’s website
www.augmentum.vc.
The policy is reviewed annually by the Audit
Committee.
Independent Professional Advice
The Board has formalised arrangements under which the Directors, in
the furtherance of their duties, may seek independent professional
advice at the Company’s expense.
Directors’ and Officers’ Liability Insurance
The Company has arranged Directors’ and Officers’ Liability Insurance
which provides cover for legal expenses under certain circumstances.
This was in force for the entire year under review and up to the date of
this report.
Company Secretary
The Directors have access to the advice and services of a Company
Secretary through its appointed representative which is responsible to
the Board for ensuring that the Board procedures are followed and that
the Company complies with applicable rules and regulations. The
Company Secretary is also responsible for ensuring good information
flows between all parties.
Relationship with the AIFM and with the Portfolio Manager
The Company manages its own operations through the Board and
AIFM, as set out on pages 22 and 23. The Portfolio Manager manages
the investment portfolio within the terms of its portfolio management
contract.
The Board scrutinises the performance of the AIFM and Portfolio
Manager at each meeting. The Management Engagement &
Remuneration Committee reviews the contractual relationships with the
AIFM and Portfolio Manager at least annually. Further information on the
AIFM and Portfolio Manager fees are contained within the Strategic
Report on pages 22 and 23.
Audit, Risk and Internal Control
The Statement of Directors’ Responsibilities on page 51 describes the
Directors’ responsibility for preparing this report.
The Report of the Audit Committee, beginning on page 48, explains the
work undertaken to allow the Directors to make this statement and to
apply the going concern basis of accounting. It also sets out the main
roles and responsibilities and the work of the Audit Committee and
describes the Directors’ review of the Company’s risk management and
internal control systems.
A description of the principal risks facing the Company and an
explanation of how they are being managed is provided in the Strategic
Report on pages 17 to 20.
Corporate Governance Report continued
263235 Augmentum pp037-pp045.qxp 01/07/2022 17:45 Page 41
42 AUGMENTUM FINTECH PLC
Annual General Meeting
THE FOLLOWING INFORMATION TO BE CONSIDERED AT THE
FORTHCOMING ANNUAL GENERAL MEETING IS IMPORTANT
AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the action you should take, you should
seek advice from your stockbroker, bank manager, solicitor,
accountant or other financial adviser authorised under the
Financial Services and Markets Act 2000 (as amended). Ifyou have
sold or transferred all of your ordinary shares in the Company, you
should pass this document, together with any other accompanying
documents, including the Notice of Annual General Meeting atonce
to the purchaser or transferee, or to the stockbroker, bank or other
agent through whom the sale or transfer was effected, for onward
transmission to the purchaser or transferee.
The fourth AGM of the Company will be held on Wednesday,
14September 2022 at 11.00 a.m. at the offices of Augmentum Fintech
Management Limited, 4 Chiswell Street, London EC1Y 4UP.
The Notice for the Annual General Meeting is published as a separate
document from this annual report and financial statements. A summary
of the Annual General Meeting business is appended to that document,
in the form of explanatory notes to the resolutions.
These include specific reasons why (in the Board’s opinion) each
Director’s contribution is, and continues to be, important to the
Company’s long-term sustainable success.
In addition to the ordinary business of the meeting the following items of
special business will be proposed:
Resolution 11 Authority to allot shares
Resolution 12 Authority to disapply pre-emption rights
Resolution 13 Authority to buy back shares
Resolution 14 Authority to hold General Meetings (other than the Annual
General Meeting) on at least 14 clear days’ notice
The full text of the resolutions to be proposed at the Annual General
Meeting are contained in the separate Notice of Meeting document
being sent to Shareholders with this Report and will be available on the
Company’s website www.augmentum.vc
.
By order of the Board
Frostrow Capital LLP
Company Secretary
1 July 2022
Corporate Governance Report continued
263235 Augmentum pp037-pp045.qxp 01/07/2022 17:45 Page 42
CORPORATE GOVERNANCE
43ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Statement by the Chairman of the Management Engagement
&Remuneration Committee
On behalf of the Board, I am pleased to present my report as Chairman
of the Management Engagement & Remuneration Committee (the
“Committee”). This report covers the remuneration-related activities of
the Committee for the year ended 31 March 2022. It sets out the
remuneration policy and remuneration details for the non-executive
Directors and the directors of AFML.
Role of the Management Engagement & Remuneration Committee
All of the members of the Board are members of the Committee, all
being independent Directors of the Company.
The Committee operates under terms of reference, which are reviewed
annually and approved by the Board. The Committee’s core
responsibilities include:
l Determining the policy for the remuneration of the Chairman and
non-executive Directors of the Company;
l overseeing the remuneration of employees of Augmentum Fintech
Management Limited (“AFML”), including the total remuneration
packages (including bonuses, incentive payments or other awards)
for key management personnel of AFML; and
l Reviewing management engagement terms in place with the
Company’s AIFM and Portfolio Manager.
The Committee met on one occasion during the year under review. The
Committee will meet at least once per year.
The activity of the Committee during the year focused predominantly on
the remuneration of the non-executive Directors and matters in respect
of AFML.
The Companies Act 2006 requires the auditor to report to shareholders
on certain parts of the Directors’ Remuneration Report and to state
whether, in their opinion, those parts of the report have been properly
prepared in accordance with the Regulations. The parts of the annual
report on remuneration that are subject to audit are indicated in the report.
Consideration by Directors of Matters Relating to Directors’
Remuneration
Each of the Directors is appointed pursuant to a letter of appointment
with the Company. Subject to their re-election by shareholders,
Directors’ initial term is three years from their appointment, and their
appointments are terminable upon three months’ notice by either party.
The Committee assesses the workload and responsibilities of the
non-executive directors and reviews, annually, the fees paid to them in
accordance with the Directors' Remuneration Policy.
The Directors’ fees are determined subject to the limit set out in the
Company’s Articles of Association.
The Directors are remunerated exclusively by fixed fees in cash and do
not receive bonus payments or pension contributions from the
Company, hold options to acquire shares in the Company, or other
benefits, nor do they participate in the AFML performance fee allocation.
The Company does not have share options or a share scheme.
Directors are entitled to be reimbursed for reasonable out of pocket
expenses incurred by them in order to perform their duties as Directors
of the Company. Under HMRC guidance, travel expenses and other out
of pocket expenses may be considered as taxable benefits for the
Directors. Where expenses reimbursed to the Directors are classed as
taxable under HMRC guidance they are shown in the taxable expenses
column of the Directors’ remuneration table along with the associated
tax liability, which is settled by the Company.
Annual Report on Remuneration
We are submitting this report in accordance with the requirements of
the Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013 (Regulations) and relevant
sections of the Listing Rules. It will be subject to an advisory vote at the
forthcoming Annual General Meeting in September 2022.
The Directors fees are currently as follows: Chairman of the Board:
£45,000 per annum; Directors fees: £27,000 per annum; Additional
fees paid to Directors who chair one or more of the Audit, Valuations
and Management Engagement & Remuneration Committees:
£8,000per annum.
At the most recent review of Directors’ fees, held in March 2022, the
fees were not changed. The current fees became effective on 1 April
2021, before which they had remained unchanged from the Company’s
IPO in March 2018.
The Committee was not provided with any external advice or services
during the financial year ended 31 March 2022 in respect of the fees
payable to the non-executive Directors.
The Committee is required to submit its remuneration policy to a
shareholder vote every three years and accordingly a resolution to
approve the remuneration policy will be put to shareholders at the
forthcoming AGM. As set out in the policy section below, that part of the
policy approved in 2019 that applied specifically to key management
personnel (“KMP”) of the Portfolio Manager has been removed. In the
initial period following the Company’s IPO in 2018 it was considered
that it would be desirable for explicit policy limits on the remuneration of
the management team to be included in the policy to ensure there was
capacity to build the team. The proposed new policy recognises that,
given the growth in the Company’s asset base and the wider
investment team, these are no longer required and it is not necessary
from a statutory standpoint. AFML’s remuneration and incentive
arrangements do not directly affect the Company’s ongoing charge,
since these costs are met by AFML from the Portfolio Management and
Performance Fees paid to it by the Company under the terms set out on
Directors’ Remuneration Report
263235 Augmentum pp037-pp045.qxp 01/07/2022 17:45 Page 43
44 AUGMENTUM FINTECH PLC
page 23. The remuneration of AFML KMP staff will remain subject to the
more practical imperative that their aggregate remuneration does not
exceed the amount available from the portfolio management fee after
the subsidiary’s other operating costs are met. This approach will also
increase the flexibility available to AFML to adapt remuneration in order
to attract and retain high calibre staff in the prevailing venture capital
environment. The Management Engagement & Remuneration
Committee will retain oversight of AFML remuneration.
Statement of shareholder voting
The Company is committed to ongoing shareholder dialogue and takes
an active interest in voting outcomes. Where there are substantial votes
against resolutions in relation to Directors’ remuneration, the reasons for
any such vote will be sought and any actions in response will be detailed
in future Directors’ Remuneration Reports. There have been no
substantial shareholder votes against the resolutions at Annual General
Meetings since listing.
At the Annual General Meeting held on 21 September 2021 an ordinary
resolution to approve the Directors’ Remuneration Report for the year
ended 31 March 2021 was put to shareholders and approved on a poll.
At the Annual General Meeting held on 11 September 2019 an ordinary
resolution to approve the Directors’ Remuneration Policy was put to
shareholders and approved on a show of hands. The result of the poll in
2021 and the proxy votes lodged with the registrar in 2019 for the
respective resolutions were as follows:
Votes Total Votes Votes
Resolution Votes For % Against % Cast Withheld
Approval of the Directors’ Remuneration Report
for the year ended 31 March 2021 79,780,463 99.7 249,605 0.3 80,030,068 32,234
Approval of the Directors’ Renumeration Policy 21,638,197 99.8 38,899 0.2 21,677,096 32,305
Single total figure of remuneration (Audited)
The following table shows the single figure of remuneration of the non-executive directors’ remuneration for the year:
2022 2021
Fixed Taxable Change in Fixed Taxable Change in
fees expenses
1
Total fixed fees
2
fees expenses
Total fixed fees
Role £’000s £’000s £’000s % £’000s £’000s £’000s %
Neil England Chairman of the Board 45 2 47 28.6 35 – 35 0.0
and Nominations Committee
Karen Brade Chairman of the 35 – 35 16.7 30 – 30 0.0
Audit Committee
David Haysey Chairman of the 35 – 35 16.7 30 – 30 0.0
Management Engagement &
Remuneration Committee and
Valuations Committee
Conny Dorrestijn
3
Director 11 – 11 n/a n/a n/a n/a n/a
Total 126 2 128 – 95 – 95 –
1
taxable expenses primarily comprise travel and associated expenses incurred by the Directors in attending Board and Committee meetings in London. These are reimbursed by
the Company and, under HMRC Rules, are subject to tax and National Insurance and therefore are treated as a benefit in kind within this table.
2
this was the first increase since the Company’s IPO in March 2018.
3
appointed with effect from 1 November 2021.
Directors’ Remuneration Report continued
263235 Augmentum pp037-pp045.qxp 01/07/2022 17:45 Page 44
CORPORATE GOVERNANCE
45ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Directors’ share interests (Audited)
The interests at 31 March 2022 of the Directors who served in the year
and who held an interest in the ordinary shares of the Company were as
follows:
N
umber of Number of
ordinary ordinary
shares shares
as at as at
31 March 31 March
Role 2022 2021
Neil England Chairman of the Board and 210,000 110,000
Nominations Committee
Karen Brade Chairman of Audit 39,019 32,234
Committee
David Haysey Chairman of Management 94,230 85,983
Engagement & Remuneration
Committee and Valuations
Committee
The Directors are not required to own shares in the Company.
Sir William Russell, who joined the Board with effect from 1 April 2022,
held 40,000 shares in the Company on appointment and has since
purchased a further 20,000 shares.
There have been no other changes to Directors’ share interests from
31March 2022 to the date of this report.
Total Shareholder Return
The graph below shows the total return for the period from 13March
2018 to 31March 2022 against the FTSE 250 ExInvestment Trust Index.
Relative importance of spend on pay
2022
2021
Spend £’000 £’000
Fees of non-executive Directors 126 95
Remuneration paid to or 1,877 1,530
receivable by all employees of
the Group in respect of the year**
Total Expenses** 3,801 2,879
** excludes performance fee allocation and other capital expenses.
Augmentum Fintech Ord (Share Price Total Return)
FTSE 250 Ex Investment Trust (Total Return)
%
Mar
2018
Mar
2019
Mar
2020
0.0
20.0
40.0
60.0
80.0
100.0
120.0
140.0
160.0
180.0
Mar
2021
Conclusion
I believe that our policy on pages 46 and 47 is appropriate for the
Company and I encourage shareholders to vote in favour of it at the
forthcoming AGM.
David Haysey
Chairman of the Management Engagement & Remuneration
Committee
1 July 2022
Directors’ Remuneration Report continued
263235 Augmentum pp037-pp045.qxp 01/07/2022 17:45 Page 45
Directors’ Remuneration Policy
46 AUGMENTUM FINTECH PLC
The Company reports on its remuneration policy in accordance with the Regulations each year and is required to submit its remuneration policy to a
binding shareholder vote every three years. An ordinary resolution for the approval of the current policy was passed by members at the Annual
General Meeting on 11September 2019 and accordingly an ordinary resolution to approve the below policy is included in the Notice of Meeting for
this year’s AGM.
If the resolution to approve the new policy is passed it will apply until the Annual General Meeting in 2025, unless voted on again by shareholders
before then.
The remuneration policy set out below for approval by shareholders corresponds with that part of the 2019 policy that applied specifically to the
Directors of the Company and, in substance, is unchanged from the relevant part of the policy approved in 2019. However, as explained in the
Remuneration Report above, that part of the 2019 policy that related to key personnel of the Portfolio Manager has been excluded from the new
policy.
The Directors’ Remuneration Policy aims to ensure that Directors fees are set at a level that is commensurate with the duties, responsibilities and
time commitment of each respective role and consistent with the need to attract and retain directors of appropriate quality and experience.
Directors remuneration should also be comparable to that of other investment trusts of a similar size and structure;
The views of shareholders on remuneration are extremely important to the Committee. As such, it is intended that an ongoing and open dialogue
with shareholders is maintained. It is the Committee’s policy to consult with major shareholders and investor representative bodies prior to
proposing any material changes to either this policy or any related remuneration arrangements at an Annual General Meeting. On an ongoing basis,
any feedback received from shareholders is considered as part of the Committee’s annual review of remuneration.
Directors’ Remuneration Policy
The table below sets out the Company’s policy for Directors’ fees.
Fee element Purpose and link to strategy Operation Maximum
The above policy will also apply to new Directors.
The maximum aggregate fee
for Directors, including the
Chairman, is limited by the
Company’s articles of
association to £500,000 p.a.
Fee levels are set to reflect the time commitment,
responsibility of the role, and taking into account
fees paid by similarly sized companies in the market
The Chairman’s and Directors’ fees are determined
by the Management Engagement &Remuneration
Committee
Fees are reviewed annually to ensure that they
remain in line with market practice and are paid in
equal monthly instalments
To attract and retain high
calibre individuals to serve as
Directors
Chairman’s and Directors’
basic fees
See page 43 Directors (other than the Chairman) are paid an
additional fee if they chair one or more Board
Committees
To provide compensation
toDirectors taking on
additional Committee
responsibility
Additional fees
No maximum setThe Company reimburses reasonable travel and
subsistence costs together with any tax liabilities
arising from these amounts
To facilitate the execution of
the role
Benefits
263235 Augmentum pp046-pp047.qxp 01/07/2022 17:46 Page 46
47ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Directors’ Remuneration Policy continued
CORPORATE GOVERNANCE
Terms of appointment
No Director has a contract of employment or service with the Company. Directors’ terms and conditions of appointment are set out in le
tters of
appointment, which are available for inspection from the Company Secretary at the Company’s registered office during normal business hours and
at the Annual General Meeting. In line with the recommendations of the UK Corporate Governance Code, all Directors will stand for annual re-
election by shareholders at the Annual General Meeting.
Payments for Loss of Office and Payments to Former Directors (Audited)
No payments have been made to any former directors. It is the Company’s policy not to pay compensation upon leaving office for wha
tever reason.
David Haysey
Chairman of the Management Engagement & Remuneration Committee
1 July 2022
263235 Augmentum pp046-pp047.qxp 01/07/2022 17:46 Page 47
48 AUGMENTUM FINTECH PLC
Report of the Audit Committee
Statement by the Chairman of the Audit Committee
I am pleased to present my report as Chairman of the Audit Committee.
All o
f the members of the Board are members of the Committee. The
Board has taken note of the requirement that at least one member of the
Audit Committee should have recent and relevant financial experience
and is satisfied that the Audit Committee is properly constituted in this
respect.
The role of the Committee is to assist the Board in protecting
shareholders’ interests through fair, balanced and understandable
reporting, ensuring effective internal controls and maintaining an
appropriate relationship with the Group’s auditor. The Committee’s role
and responsibilities are set out in its terms of reference, which comply
with the UK Corporate Governance Code. The terms of reference are
available on request from the Company Secretary and can be seen on
the Company’s website.
Composition and Responsibilities of the Committee
The Audit Committee’s responsibilities include:
l Monitoring and reviewing the integrity of the financial statements,
the internal financial controls and the independence, objectivity
and effectiveness of the externalauditor
l Providing advice to the Board on whether the annual financial
statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for
shareholders to assess the Company’s performance, business
model and strategy
l Making recommendations to the Board in relation to the
appointment of the external auditor and approving their
remuneration and the terms of their engagement
l Advising the Board on the Company’s overall risk appetite,
tolerance and strategy
l Overseeing and advising the Board on the current risk exposures
of the Company and future risk strategy, including reviewing the
Company’s key risks and internal controls
l Developing and implementing the Company’s policy on the
provision of non-audit services by the external auditor
l Considering annually whether there is a need for the Company to
have its own internal audit function
l Reviewing the arrangements in place whereby employees may, in
confidence, raise concerns about possible improprieties in matters
of financial reporting or other matters insofar as they may affect the
Company.
Meeting and Business
I report to the Board after each Audit Committee meeting on the main
ma
tters discussed at the meeting.
The Audit Committee met three times during the year under review and
a further time in the subsequent period to the date of this report. The
main matters discussed at those meetings were:
l Review and approval of the annual plan of the external auditor
l Discussion and approval of the fee for the external audit
l Review of Audit Committee terms of reference and the accounting
policies
l Review of the Company’s key risks and internal controls
l Review of the Annual and Interim Reports, including consideration
of the significant accounting issues relating to the financial
statements
l Meeting with the external auditor without management present
l Assessment of the need for an internal audit function
l Review of whistleblowing arrangements
l Consideration of the Valuations Committee’s assessment and
recommendation concerning the adequacy of the methodologies
applied in and results of the Group’s valuation process, and its
discussions with the AIFM, Portfolio Manager and the external
auditor.
Internal Controls and Risk Management
The Board has overall responsibility for risk management and for the
r
eview of the internal controls of the Company, undertaken in the
context of its investment objective.
A summary of the principal risks facing the Company is provided in the
Strategic Report.
The review covers the key business, operational, compliance and
financial risks facing the Company, including emerging risks. Inarriving
at its judgement of what risks the Company faces, the Board has
considered the Company’s operations in light of the following factors:
l The nature and extent of risks which it regards as acceptable for
the Company to bear within its overall investment objective;
l The threat of such risks becoming a reality; and
l The Company’s ability to reduce the incidence and impact of risk
on its performance.
Against this background, a risk matrix has been developed which
covers all key risks that the Company faces, the likelihood of their
occurrence and their potential impact, how these risks are monitored
and mitigating controls in place.
263235 Augmentum pp048-pp051.qxp 01/07/2022 17:47 Page 48
CORPORATE GOVERNANCE
49ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Report of the Audit Committee continued
The Board has delegated to the Audit Committee responsibility for the
review and maintenance of the risk matrix and it reviews, in detail, the
risk matrix at least half-yearly, bearing in mind any changes to the
Company, its environment or service providers since the last review.
Any significant changes to the risk matrix are discussed with the whole
Board. There were no changes to the Company’s risk management
processes during the year and no significant failings or weaknesses
were identified from the Committee’s most recent risk review.
The Committee reviews internal controls reports from its principal
service providers on an annual basis. The Committee is satisfied that
appropriate systems have been in place for the year under review and
up to the date of approval of this report.
Significant Reporting Matters
The most significant risk in the Company’s financial statements is
whe
ther its investments are fairly and consistently valued and this issue
is considered carefully when the Audit Committee reviews the
Company’s Annual and Interim Reports. We have considered the work
of the Valuations Committee and the results of their discussions with
the AIFM, Portfolio Manager and the external auditor. We consider the
work to be detailed, comprehensive and that the persons preparing the
reports have sufficient and appropriate expertise through their
experience and qualifications. Furthermore, we believe that the process
is planned and managed so as to devote adequate time and resource
to preparation and review by the AIFM, Portfolio Manager and the
Valuations Committee.
Financial Statements
The Board has asked the Committee to confirm that in its opinion the
Boar
d can make the required statement that the annual report taken as
a whole is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Company’s
position, performance, business model and strategy. The Committee
has given this confirmation on the basis of its review of the whole
document, underpinned by involvement in the planning for its
preparation and review of the processes to assure the accuracy of
factual content.
The Committee is satisfied that it is appropriate for the Board to prepare
the financial statements on the going concern basis.
The Committee considered the longer-term viability of the Company in
connection with the Board’s statement in the Strategic Report on
pages21 and 22. The Committee reviewed the Company’s financial
position expected future cash flows and position, together with the
principal risks and uncertainties. This included performing stress tests
which considered the impact of a fall in valuation and liquidity constraints.
The results demonstrated the impact on the Company’s NAV, its
expenses and its ability to meet its liabilities. The Committee concluded
it was reasonable for the Board to expect that the Company will be able
to continue in operation and meet its liabilities as they fall due over the
next five financial years.
External Auditor
The Committee met with BDO in January to review the audit plan and in
J
une to review the outcome of the year end audit, during part of which
the Committee also met separately with BDO without Frostrow or the
Portfolio Manager being present. I also engaged with BDO on their
progress ahead of the June Audit Committee meeting. In addition, BDO
attended all Valuations Committee meetings.
In order to fulfil the Committee’s responsibility regarding the
independence of the Auditor, the Committee reviewed:
l The senior audit personnel in the audit plan, in order to ensure that
there were sufficient, suitably experienced staff with knowledge of
the investment trust sector working on the audit;
l The steps the Auditor takes to ensure its independence and
objectivity;
l The statement by the Auditor that they remain independent within
the meaning of the relevant regulations and their professional
standards; and
l The extent of non-audit services provided by the Auditor.
In order to consider the effectiveness of the audit process, we reviewed:
l The Auditor’s execution and fulfilment of the agreed audit plan,
including their ability to communicate with management and to
resolve any issues promptly and satisfactorily, and the audit
partner’s leadership of the audit team;
l The quality of the report arising from the audit itself; and
l Feedback from Frostrow as the AIFM on the conduct of the audit
and their working relationship.
The Committee is satisfied with the Auditor’s independence and the
effectiveness of the audit process, together with the degree of diligence
and professional scepticism brought to bear.
As a public company listed on the London Stock Exchange, the
Company is subject to mandatory auditor rotation requirements. Based
on these requirements, another tender process will be required in 2029.
The Committee will, however, continue to consider annually the need to
go to tender for audit quality, remuneration or independence reasons.
263235 Augmentum pp048-pp051.qxp 01/07/2022 17:47 Page 49
50 AUGMENTUM FINTECH PLC
Report of the Audit Committee continued
Non-Audit Services
The Committee has approved a policy on non-audit services, which
r
equires that non-audit fees must not exceed 70% of the average of the
fees paid in the last three consecutive years for the statutory audit.
During the year BDO was engaged for certain non-audit services, as
disclosed in Note 2 to the Financial Statements. The Audit Committee
confirms that this was in compliance with the requirements.
Internal Audit Function
The Group does not have an internal audit function. Through Frostrow,
the
AIFM, most of the Company’s operations are delegated to third
parties and the portfolio management subsidiary, AFML, employs only a
small staff. AFML and certain other key service providers are subject to
external regulation and have compliance functions in place. The Audit
Committee receives an annual assurance report on the AIFM’s internal
controls, which includes a report from the AIFM’s auditor on the control
policies and procedures in operation. AFML provides half yearly
compliance reports to the Audit Committee confirming, amongst other
things, that compliance monitoring is carried out in the manner and with
the frequency specified in its compliance monitoring programme. The
appointment of separate service providers ensures a clear separation
of duties and a structure of internal controls that is balanced and robust.
For these reasons, supported by the review of the effectiveness of
internal controls referred to above, the Audit Committee considers that
an internal audit function specific to the Company is unnecessary. The
Board and the AIFM will continue to monitor the system of internal
controls in order to provide assurance that it operates as intended and
the Directors will review at least annually whether a function equivalent
to an internal audit is needed.
Evaluation
The Committee’s evaluation of its own performance was covered as
part o
f the process of the Board’s annual evaluation of its operations
and performance and those of its Committees, asdescribed in the
Corporate Governance Statement.
It was concluded that the Committee was performing satisfactorily and
there were no formal recommendations made to the Board.
Karen Brade
Chairman of the Audit Committee
1 July 2022
263235 Augmentum pp048-pp051.qxp 01/07/2022 17:47 Page 50
CORPORATE GOVERNANCE
51ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Statement of Directors’ Responsibilities in respect of
the Annual Report, the Directors’ Remuneration
Report and the Financial Statements
The directors are responsible for preparing the annual report and
financial statements in accordance with United Kingdom applicable law
and regulations.
Company law requires the directors to prepare financial statements for
each financial year. Under that law the directors have prepared the
Group and Company financial statements in accordance with UK-
adopted international accounting 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
Group and Company and of the return or loss for the Group and
Company for that period.
In preparing these group financial statements, the directors are
required to:
l Select suitable accounting policies and then apply them
consistently;
l Make judgements and accounting estimates that are reasonable
and prudent;
l State whether they have been prepared in accordance with UK-
adopted international accounting standards, subject to any
material departures disclosed and explained in the financial
statements;
l Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business; and
l 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 Group and Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Group and Company and enable them to
ensure that the financial statements comply with the Companies Act
2006 and, as regards the Group financial statements, Article 4 of the
IAS Regulation.
They are also responsible for safeguarding the assets of the Group and
the Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
Responsibility Statement
The Directors consider that this annual report and financial statements,
tak
en as a whole, is fair, balanced, and understandable and provides the
information necessary for shareholders to assess the Group and
Company’s position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed under the
‘Board of Directors’ on pages 29 and 30 confirm that, to the best of their
knowledge:
l The financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit of the Group and Company;
l The annual report includes a fair review of the development and
performance of the business and the financial position of the
Group and Company, together with a description of the principal
risks and uncertainties that they face.
Neil England
Chairman
1 July 2022
Note to those who access this document by electronic means:
The annual report for the year ended 31 March 2022 has been
appr
oved by the Board of Augmentum Fintech plc.
Copies of the annual report and the half year report are circulated to
shareholders and, where possible, to investors through other providers’
products and nominee companies (or written notification is sent when
they are published online). It is also made available in electronic format
for the convenience of readers. Printed copies are available from the
Company’s registered office in London.
The Directors are responsible for the maintenance and integrity of the
company’s website: www.augmentum.vc
. Legislation in the United
Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
263235 Augmentum pp048-pp051.qxp 01/07/2022 17:47 Page 51
52 AUGMENTUM FINTECH PLC
Consolidated Income Statement
Year ended 31 March 2022 Year ended 31 March 2021
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Gains on Investments 8 – 56,681 56, 681 – 26,727 26,727
Interest Income 3 – 3 7 – 7
Expenses 2 (3,801 ) 6, 432 2,631 (2,879 ) (4, 179 ) (7 , 058 )
(Loss)/Return before Taxation (3,798 ) 63, 113 59,315 (2,872 ) 22,548 19, 676
Taxation 6 – – – – – –
(Loss)/Return for the year (3,798 ) 63, 113 59,315 (2,872 ) 22,548 19, 676
(Loss)/Return per Share (pence) 7 (2.2 )p 37.1 p 34.9 p (2.3 )p 18.2 p 15.9 p
The total column of this statement represents the Group’s Consolidated Income Statement, prepared in accordance with IFRS as adopted by the UK.
The revenue and capital columns are supplementary to this and are prepared under guidance published by the Association of Investment Companies.
The Group does not have any other comprehensive income and hence the total return, as disclosed above, is the same as the Group’s total comprehensive income.
All items in the above statement derive from continuing operations.
All returns are attributable to the equity holders of Augmentum Fintech plc, the parent company.
The notes on pages 58 to 68 are integral to and form part of these Financial Statements.
263235 Augmentum pp052-pp057.qxp 01/07/2022 17:48 Page 52
FINANCIAL STATEMENTS
53ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Consolidated and Company Statements of
Changes in Equity
Year ended 31 March 2022
Ordinary Share Other
share premium Special capital Revenue
capital account reserve reserve reserve Total
Group £’000 £’000 £’000 £’000 £’000 £’000
Opening Shareholders’ funds 1,405 52, 151 92,101 44,876 (7 ,371 ) 183, 162
Issue of shares following placing and offer for subscription 405 54 ,595 – – – 55,000
Costs of placing and offer for subscription – (1,363 ) – – – (1,363 )
Purchase of own shares into treasury – – (910 ) – – (910 )
Return/(loss) for the year – – – 63, 113 (3,798 ) 59,3 15
At 31 March 2022 1,810 105,383 91,191 107 ,989 (11,169 ) 295,204
Year ended 31 March 2021
O
rdinary Share Other
share premium Special capital Revenue
capital account reserve reserve reserve Total
Group £’000 £’000 £’000 £’000 £’000 £’000
Opening Shareholders’ funds 1, 171 24,760 92,033 22,328 (4,499 ) 135, 793
Issue of shares following placing and offer for subscription 234 27 ,812 – – – 28,046
Costs of placing and offer for subscription – (546 ) – – – (546 )
Issue of shares from treasury – 125 119 – – 244
Purchase of own shares into treasury – – (51 ) – – (5 1 )
Return/(loss) for the year – – – 22,548 (2,872 ) 19, 676
At 31 March 2021 1,405 52, 151 92,101 44,876 (7 ,371 ) 183, 162
Year ended 31 March 2022
Ordinary Share Other
share premium Special capital Revenue
capital account reserve reserve reserve Total
Company £’000 £’000 £’000 £’000 £’000 £’000
Opening Shareholders’ funds 1,405 52,151 92,101 44,876 (7,774) 182,759
Issue of shares following placing and offer for subscription 405 54,595 – – – 55,000
Costs of placing and offer for subscription – (1,363) – – – (1,363)
Purchase of own shares into treasury – – (910) – – (910)
Return/(loss) for the year – – – 47,848 (4,782) 43,066
At 31 March 2022 1,810 105,383 91,191 92,724 (12,556) 278,552
Year ended 31 March 2021
O
rdinary Share Other
share premium Special capital Revenue
capital account reserve reserve reserve Total
Company £’000 £’000 £’000 £’000 £’000 £’000
Opening Shareholders’ funds 1,171 24,760 92,033 22,328 (4,690) 135,602
Issue of shares following placing and offer for subscription 234 27,812 – – – 28,046
Costs of placing and offer for subscription – (546) – – – (546)
Issue of shares from treasury – 125 119 – – 244
Purchase of own shares into treasury – – (51) – – (51)
Return/(loss) for the year – – – 22,548 (3,084) 19,464
At 31 March 2021 1,405 52,151 92,101 44,876 (7,774) 182,759
The notes on pages 58 to 68 are integral to and form part of these Financial Statements.
263235 Augmentum pp052-pp057.qxp 01/07/2022 17:48 Page 53
54 AUGMENTUM FINTECH PLC
Consolidated Balance Sheet
2022 2021
Note £’000 £’000
Non-Current Assets
Investments held at fair value 8 268,807 164, 127
Property, plant & equipment 9 6
Current Assets
Right of use asset 5 750 145
Other receivables 10 391 47
Cash and cash equivalents 31,326 27 , 433
Total Assets 301,283 191,7 58
Current Liabilities
Other payables 11 (5,296 ) (1,940 )
Lease liability 5 (783 ) (148 )
Provisions 12 – (6,508 )
Total Assets less Current Liabilities 295,204 183, 162
Net Assets 295,204 183,162
Capital and Reserves
Called up share capital 15 1,810 1,405
Share premium 105,383 52,15 1
Special reserve 91, 191 92, 101
Retained earnings:
Capital reserves 107 ,989 44,8 76
Revenue reserve (11,169 ) (7 ,371 )
Total Equity 295,204 183, 162
Net Asset Value per share (pence) 16 163.7 p 130 .4 p
Net Asset Value per share after performance fee (pence) 16 155.2 p 130.4 p
The Financial Statements on pages 52 to 68 were approved by the Board of Directors on 1 July 2022 and signed on its behalf by:
Neil England
Chairman
The notes on pages 58 to 68 are integral to and form part of these Financial Statements.
Augmentum Fintech plc
Company Registration Number: 11118262
as at 31 March 2022
263235 Augmentum pp052-pp057.qxp 01/07/2022 17:48 Page 54
FINANCIAL STATEMENTS
55ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Company Balance Sheet
2022
2021
Note £’000 £’000
Non-Current Assets
Investments held at fair value 8 268,807 164,127
Investment in subsidiary undertakings 9 500 500
Current Assets
Other receivables 10 39 17
Cash and cash equivalents 29,694 26,533
Total Assets 299,040 191,177
Current Liabilities
Other payables 11 (5,223) (1,910)
Provisions 12 (15,265) (6,508)
Total Assets less Current Liabilities 278,552 182,759
Net Assets 278,552 182,759
Capital and Reserves
Called up share capital 15 1,810 1,405
Share premium 105,383 52,151
Special reserve 91,191 92,101
Retained earnings:
Capital reserves 92,724 44,876
Revenue reserve (12,556) (7,774)
Total Equity 278,552 182,759
The accompanying notes are an integral part of these Financial Statements.
The Company return for the year was £43,066,000 (2021: £19,464,000). The Directors have taken advantage of the exemption under s408 of the
Companies Act and not presented an income statement or a statement of comprehensive income for the Company alone.
The Financial Statements on pages 52 to 68 were approved by the Board of Directors on 1 July 2022 and signed on its behalf by:
Neil England
Chairman
The notes on pages 58 to 68 are integral to and form part of these Financial Statements.
Augmentum Fintech plc
Company Registration Number: 11118262
as at 31 March 2022
263235 Augmentum pp052-pp057.qxp 01/07/2022 17:48 Page 55
56 AUGMENTUM FINTECH PLC
Consolidated Cash Flow Statement
Y
ear Year
ended ended
31 March 31 March
2022 2021
£’000 £’000
Operating activities
Sales of investments 11,263 –
Purchases of investments (55, 992 ) (12,538 )
Acquisition of property, plant and equipment (9 ) (2 )
Interest income received 1 68
Expenses paid (3,958 ) (2, 758 )
Lease payments (139 ) (14 1 )
Net cash outflow from operating activities (48,834 ) (15,371 )
Issue of shares following placing and offer for subscription 55,000 28,046
Costs of placing and offer for subscription (1,363 ) (546 )
Purchase of own shares into treasury (910 ) (5 1 )
Issue of shares from treasury – 244
Net cash generated from financing activities 52, 727 27 ,693
Net increase in cash and cash equivalents 3,893 12,322
Cash and cash equivalents at start of year 27 ,433 15,111
Cash and cash equivalents at end of year 31,326 27 ,433
The notes on pages 58 to 68 are integral to and form part of these Financial Statements.
263235 Augmentum pp052-pp057.qxp 01/07/2022 17:48 Page 56
FINANCIAL STATEMENTS
57ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Company Cash Flow Statement
Y
ear Year
ended ended
31 March 31 March
2022 2021
£’000 £’000
Operating activities
Sales of investments 11,263 –
Purchases of investments (55,992) (12,538)
Interest income received – 66
Expenses paid (4,837) (3,075)
Net cash outflow from operating activities (49,566) (15,547)
Issue of shares following placing and offer for subscription 55,000 28,046
Costs of placing and offer for subscription (1,363) (546)
Purchase of own shares into treasury (910) (51)
Issue of shares from treasury – 244
Net cash generated from financing activities 52,727 27,693
Net increase in cash and cash equivalents 3,161 12,146
Cash and cash equivalents at start of year 26,533 14,387
Cash and cash equivalents at end of year 29,694 26,533
The notes on pages 58 to 68 are integral to and form part of these Financial Statements.
263235 Augmentum pp052-pp057.qxp 01/07/2022 17:48 Page 57
58 AUGMENTUM FINTECH PLC
1 Segmental Analysis
The Group operates a single business segment for reporting purposes and is managed as a single investment company. Reporting is pr
ovided to
the Board of Directors on an aggregated basis. The investments are located in the UK, continental Europe, Israel and the US.
2 Expenses
2022
2021
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
AIFMfees 507 – 507 334 – 334
Administrative expenses 1,141 76 1,217 817 39 856
Directors fees* 126 – 126 95 – 95
Performance fee (see Note 4)^ – (6,508) (6,508) – 4,140 4,140
Staff costs (see Note 4) 1,877 – 1,877 1,535 – 1,535
Auditors’ remuneration 150 – 150 98 – 98
Total expenses 3,801 (6,432) (2,631) 2,879 4,179 7,058
£153,000 of interest and depreciation relating to a lease (2021: £197,000) were included in administrative expenses. See Note 5 for further details.
* Details of the amounts paid to Directors are included in the Directors Remuneration Report on page 44.
^ See Note 4 for further details of the performance fee arrangements. Non-executive Directors of the Company are not eligible to participate in any allocation of the performance fee.
Auditors’ Remuneration
2022
2021
Group Company Group Company
£’000 £’000 £’000 £’000
Audit of Group accounts pursuant to legislation* 83 83 66 66
Audit of subsidiaries accounts pursuant to legislation* 14 – 14 –
Audit related assurance services* 18 15 18 15
Reporting accountant services 35 35 – –
Total auditors’ remuneration 150 133 98 81
Non-audit services
It is the Group’s practice to employ BDO LLP on assignments additional to their statutory audit duties only when their expertise and experience with
the Group are important. Details of the Group’s process for safeguarding and supporting the independence and objectivity of the external auditor
are given in the Report of the Audit Committee beginning on page 48. In addition to the above BDO LLP was also paid £50,000 (2021: £nil) for
reporting accountant services, which is included within the costs of placing and offer for subscription in the Statement of Changes in Equity.
Notes to the Financial Statements
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 58
FINANCIAL STATEMENTS
59ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
3 Key Management Personnel Remuneration
The Directors of the Company are considered to be the Key Management Personnel (KMP) along with the directors of the Company’s subsidiary
.
2022
2021
Other Other
Salary/Fees benefits Total Salary/Fees benefits Total
£’000 £’000 £’000 £’000 £’000 £’000
Key management personnel remuneration 799 79 878 755 78 833
Performance fee allocation* (4,296) – (4,296) 2,640 – 2,640
(3,497) 79 (3,418) 3,395 78 3,473
Other benefits include pension contributions relating to the directors of the Company’s subsidiary.
* Allocation of the performance fee to the directors of the Company’s subsidiary. See Note 4 for further details of the performance fee arrangements.
4 Staff Costs
The monthly average number of employees for the Group during the year was ten (2021: eight). All employees are within the investment and
administr
ation function and employed by the Company's subsidiary.
2022
2021
£’000 £’000
Wages and salaries 1,551 1,254
Social security costs 211 179
Other pension costs 84 78
Other staff benefits 31 24
Staff costs 1,877 1,535
Performance fee (charged to capital)* (6,508) 4,140
Total (4,631) 5,675
* The performance fee arrangements were set up to provide a long-term employee benefit plan to incentivise employees of AFML and align them with shareholders through
participation in the realised investment profits of the Group. During the year to 31 March 2022 the existing plan for AFML staff was terminated and the performance fee liability to
AFML employees accrued as at 31 March 2021 of £6,508,000 was reversed. AFML continues to be entitled to a performance fee as before, but any performance fee paid by the
Company to AFML will now be allocated to employees of AFML on a discretionary basis by the Management Engagement & Remuneration Committee of the Company.
The performance fee is payable by the Company to AFML when the Company has realised an aggregate annualised 10% return on investments (the ‘hurdle’) in each basket of
investments. Based on the investment valuations and the hurdle level as at 31 March 2022 the hurdle has been met, on an unrealised basis, and as such a performance fee of
£15,265,000 has been provided for by the Company, equivalent to 8.5 pence per share. This accrual is reversed on consolidation and not included in the Group Statement of
Financial Position. The performance fee is only payable to AFML if the hurdle is met on a realised basis and the actual amount payable will depend on the amount and timing of
investment realisations. See page 23 and Note 19.9 for further details.
5 Leases
Leasing activities
The Gr
oup, through its subsidiary AFML, has leased an office in the UK from which it operates for a fixed fee. When measuring lease liabilities for
leases that were classified as operating leases, the Group discounts lease payments at a rate of 5.9% (2021: 5.0%).
Right of Use Asset
2022 2021
Group Group
Office Premises Office Premises
£’000 £’000
As at 1 April 145 333
Addition 752 –
Depreciation (147) (188)
At 31 March 750 145
Lease Liability
2022 2021
Group Group
Office Premises Office Premises
£’000 £’000
As at 1 April 148 333
Addition 769 –
Interest Expense 6 9
Lease Payments (140) (194)
At 31 March 783 148
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 59
60 AUGMENTUM FINTECH PLC
5 Leases (continued)
Maturity Analysis
Group
Between Between
At 31 March 2022 Up to 3 months 3 – 12 months 1 – 2 years 2 – 5 years
£’000 £’000 £’000 £’000
Lease payments 12 120 241 543
6 Taxation Expense
2022
2021
Revenue Capital Total Revenue Capital Total
For the year ended 31 March £’000 £’000 £’000 £’000 £’000 £’000
Current tax:
UK corporate tax on profits for the year – – – – – –
The difference between the income tax expense shown above and the amount calculated by applying the effective rate of UK corporation tax of 19%
(2021: 19%) to the (loss)/return before tax is as follows:
2022
2021
Revenue Capital Total Revenue Capital Total
For the year ended 31 March £’000 £’000 £’000 £’000 £’000 £’000
(Loss)/return before taxation (3,798) 63,113 59,315 (2,872) 22,548 19,676
(Loss)/return before tax multiplied by the effective rate of
UK corporation tax of 19% (2021: 19%) (722) 11,991 11,269 (546) 4,284 3,738
Effects of:
Non-taxable capital returns – (10,770) (10,770) – (5,078) (5,078)
Excess management expenses 722 (1,221) (499) 546 794 1,340
Total tax expense – – – – – –
No provision for deferred taxation has been made in the current year. The Group has not provided for deferred tax on capital profits arising on the
revaluation of investments, as it is exempt from tax on these items because of its status as an investment trust company.
The Company has not recognised a deferred tax asset on the excess management expenses of £13,878,000 (2021: £9,998,000). It is not
anticipated that these excess expenses will be utilised in the foreseeable future.
7 (Loss)/Return per Share
The (loss)/return per share figures are based on the following figures:
2022
2021
£’000 £’000
Net revenue loss (3,798) (2,872)
Net capital return 63,113 22,548
Net total return 59,315 19,676
Weighted average number of ordinary shares in issue 169,923,583 123,553,057
Pence Pence
Revenue loss per share (2.2) (2.3)
Capital return per share 37.1 18.2
Total return per share 34.9 15.9
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 60
FINANCIAL STATEMENTS
61ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
8 Investments Held at Fair Value
Non-current Investments Held at Fair Value
2022
2021
Group and Group and
Company Company
As at 31 March £’000 £’000
Unlisted at fair value 268,807 164,127
Reconciliation of movements on investments held at fair value are as follows:
G
roup and Group and
Company Company
£’000 £’000
As at 1 April 164,127 123,132
Purchases at cost 59,262 14,268
Realisation proceeds (11,263) –
Gains on investments 56,681 26,727
As at 31 March 268,807 164,127
The Group and Company received £11,263,000 (2021: nil) from investments sold in the year. The book cost of these investments when they were
purchased was £8,227,000 (2021: nil). 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. In addition, Augmentum I LP, the Company's unconsolidated subsidiary (See Note 19.2), received
proceeds of £2,673,000 from investments sold during the year, which had a book cost of £3,173,000.
9 Subsidiary undertakings
The Company has an investment of £500,000 (2021: £500,000) in the issued ordinary share capital of its wholly owned subsidiary undertaking,
Augmentum Fintech Management Limited (“AFML”), which is registered in England and Wales, operates in the United Kingdom and is regulated by
the Financial Conduct Authority. AFML’s principal activity is the provision of portfolio management services to the Company. AFML’s registered office
is 4 Chiswell Street, London EC1Y 4UP.
10 Other Receivables
2022
2022 2021 2021
Group Company Group Company
As at 31 March £’000 £’000 £’000 £’000
Other receivables* 391 39 47 17
*Includes £73,000 due back from the portfolio managers due to an inadvertent overpayment that was repaid after the year end.
11 Other Payables
2022
2022 2021 2021
Group Company Group Company
As at 31 March £’000 £’000 £’000 £’000
Purchases payable 5,000 5,000 1,730 1,730
Other payables 296 223 210 180
5,296 5,223 1,940 1,910
12 Provisions
2022
2021
Company Company
As at 31 March £’000 £’000
Performance fee provision* 15,265 6,508
* See page 23 and Notes 4 and 19.9 for further details.
13 Financial Instruments
(i) Management of Risk
A
s an investment trust, the Group’s investment objective is to seek capital growth from a portfolio of securities. The holding of these financial
instruments to meet this objective results in certain risks.
The Group’s financial instruments comprise securities in unlisted companies, partnership interests, trade receivables, trade payables, and cash and
cash equivalents.
The main risks arising from the Group’s financial instruments are fluctuations in market price, and credit and liquidity risk. The policies for managing
each of these risks are summarised below. These policies have remained constant throughout the year under review. The financial risks of the
Company are aligned to the Group’s financial risks.
Market Price Risk
Market price risk arises mainly from uncertainty about future prices of financial instruments in the Group’s portfolio. It represents the potential loss
the Group might suffer through holding market positions in the face of price movements, mitigated by stock diversification.
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 61
62 AUGMENTUM FINTECH PLC
13 Financial Instruments (continued)
The Group is exposed to the risk of the change in value of its unlisted equity and non-equity investments. For unlisted equity and non-equity
investments the market risk is principally deemed to be the assumptions used in the valuation methodology as set out in the accounting policies.
Liquidity Risk
The Group’s assets comprise unlisted equity and non-equity investments. Whilst unlisted equity is illiquid, short-term flexibility is achieved through
cash and cash equivalents.
Credit Risk
The Group’s exposure to credit risk principally arises from cash and cash equivalents. Only highly rated banks or liquidity funds (with credit ratings
above A3, based on S&P’s ratings or the equivalent from another ratings agency) are used for cash deposits and the level of cash is reviewed on a
regular basis. The Company held cash or cash equivalents with the following bank and liquidity fund.
2022 2021
Bank Credit Ratings at 31 March 2022 £’000 £’000 S&P Rating
Barclays Bank plc 24,326 27,433 A+
JPM GBP Liquidity LVNAV 7,000 – AAAm
31,326 27,433
(ii) Financial Assets and Liabilities
G
roup Company Group Company
Fair value Fair value Fair value Fair value
2022 2022 2021 2021
As at 31 March £’000 £’000 £’000 £’000
Financial Assets
Unlisted equity shares 266,720 266,720 157,719 157,719
Unlisted convertible loan notes 2,087 2,087 6,408 6,408
Cash and cash equivalents 31,326 29,694 27,433 26,533
Other assets 1,141 39 47 17
Financial Liabilities
Other payables 6,079 5,223 (1,940) (1,910)
Cash and other receivables and payables are measured at amortised cost and the rest of the financial assets in the table above are held at
approximate to fair value. The carrying values of the financial assets and liabilities measured at amortised cost are equal to the fairvalue.
The unlisted financial assets held at fair value are valued in accordance with the IPEV Guidelines as detailed within Note 19.4.
(iii) Fair Value Hierarchy
Fair value is the amount for which an asset could be exchanged, or a liability settled between knowledgeable willing parties in an arm’s length
transaction.
The Group complies with IFRS 13 in respect of disclosures about the degree of reliability of fair value measurements. This requires the Group to
classify, for disclosure purposes, fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the
measurements.
The levels of fair value measurement bases are defined as follows:
Level 1: fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: fair values measured using valuation techniques for all inputs significant to the measurement other than quoted prices included within Level
1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: fair values measured using valuation techniques for which any significant input to the valuation is not based on observable market data
(unobservable inputs).
The determination of what constitutes ‘observable’ requires significant judgement by the Directors.
The Group considers observable data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not
proprietary and provided by independent sources that are actively involved in the relevant market.
All investments were classified as Level 3 investments as at, and throughout the year to, 31 March 2022. Note 8 on page 61 presents the movements
on investments measured at fair value.
When using the price of a recent transaction in the valuations the Company looks to ‘re-calibrate’ this price at each valuation point by reviewing
progress within the investment, comparing against the initial investment thesis, assessing if there are any significant events or milestones that would
indicate the value of the investment has changed and considering whether a market-based methodology (ie. using multiples from comparable public
companies) or a discounted cashflow forecast would be more appropriate.
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 62
FINANCIAL STATEMENTS
63ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
13 Financial Instruments (continued)
The main inputs into the calibration exercise, and for the valuation models using multiples, are revenue, EBITDA and P/E multiples (based on the
most r
ecent revenue, EBITDA or earnings achieved and equivalent corresponding revenue, EBITDA or earnings multiples of comparable public
companies), quality of earnings assessments and comparability difference adjustments. Revenue multiples are often used, rather than EBITDA or
earnings, due to the nature of the Group’s investments, being in fast-growing, small financial services companies which are not normally expected to
achieve profitability or scale for a number of years. Where an investment has achieved scale and profitability the Group would normally then expect
to switch to using an EBITDA or earnings multiple methodology.
In the calibration exercise and in determining the valuation for the Group’s equity instruments, comparable trading multiples are used. In accordance
with the Group’s policy, appropriate comparable public companies based on industry, size, developmental stage, revenue generation and strategy
are determined and a trading multiple for each comparable company identified is then calculated. The multiple is calculated by dividing the
enterprise value of the comparable group by its revenue, EBITDA or earnings. The trading multiple is then adjusted for considerations such as
illiquidity, marketability and other differences, advantages and disadvantages between the Group’s portfolio company and the comparable public
companies based on company specific facts and circumstances.
The main input into the PWERM (‘Probability Weighed Expected Return Methodology’) was the probability of conversion.This method was used for
the convertible loan notes held by the Company.
Total gains and losses on assets measured at Level 3 are recognised as part of Gains on Investments in the Consolidated Income Statement, and
no other comprehensive income has been recognised on these assets. The total unrealised return for the year was £53,645,000(2021:
£26,727,000).
The table below presents those investments in portfolio companies whose fair values are recognised in whole or in part using valuation techniques
based on assumptions that are not supported by prices or other inputs from observable current market transactions in the same instrument and the
effect of changing one or more of those assumptions behind the valuation techniques adopted based on reasonable possible alternative
assumptions.
Fair Value F
air Value Reasonably Change in
2022 2021 possible shift valuation
Valuation Technique £’000 £’000 Unobservable Inputs in input +/- +/(-) £’000
Multiple methodology 35,888 75,461 Multiple 10% 6,543
Illiquidity adjustment 30% (6,452) / 1,587
CPORT* 180,359 69,536 Transaction price 10% 19,111 / (19,111)
PWERM** 2,087 4,503 Probability of conversion 25% 127 / (127)
NAV 7,677 4,091 Discount to NAV 30% (2,303)
Sales Price 42,796 10,536 N/a
* Calibrated price of recent transaction.
** Probability weighted expected return methodology.
14 Substantial holdings in Investments
The table below shows substantial holdings in investments where the Company owns more than 3% of the fully diluted capital of the in
vestee
company, and the investment value is more than 5% of the Company’s non-current investments.
2022
2021
% ownership % of % ownership % of
(fully diluted) portfolio (fully diluted) portfolio
interactive investor* 3.6 15.9 3.8 19.9
Zopa* 3.3 9.5 3.0 5.8
Augmentum I LP ** 100.0 30.3 100.0 34.8
Tide 5.4 10.5 5.9 11.6
Grover 6.4 15.8 8.3 7.9
Cushon 13.9 5.1 – –
* indirect ownership via Augmentum I LP.
** Augmentum I LP’s registered office is IFC 5, St Helier, Jersey JE1 1ST and it is registered in Jersey.
15 Called up Share Capital
2022
2021
Ordinary Shares Ordinary Shares
No. £’000 No. £’000
Opening issued and fully paid ordinary shares of 1p each 140,423,291 1,405 116,931,911 1,171
Issue of shares 40,590,406 405 23,371,380 234
Ordinary shares purchased into treasury (687,911) – (75,000) –
Shares sold from treasury – – 195,000 –
Closing issued and fully paid ordinary shares of 1p each 180,325,786 1,810 140,423,291 1,405
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 63
64 AUGMENTUM FINTECH PLC
15 Called up Share Capital (continued)
On 8 July 2021 40,590,406 ordinary shares were issued. The nominal value of the shares issued was £405,000 and the total gross cash
consider
ation received was £55,000,000. This consideration has been offset against costs of issue, which totalled £1,362,000.
On 1 November 2020 23,371,380 ordinary shares were issued. The nominal value of the shares issued was £234,000 and the total gross cash
consideration received was £28,046,000. This consideration has been offset against costs of issue, which totalled £546,000.
687,911 shares were bought back into treasury during the year at an average price of 131.1p per share.
At 31 March 2022 there were 687,911 shares held in treasury (2021: nil).
16 Net Asset Value per Share
The net asset value per share is based on the Group net assets attributable to the equity shareholders of £295,204,000 and 180,325,
786 shares in
issue at the year end excluding shares held in treasury.
The net asset value per share after performance fee* is based on the Group net assets attributable to the equity shareholders of £295,204,000, less
the performance fee accrual made by the Company of £15,265,000, and 180,325,786 shares in issue at the year end excluding shares held in
treasury.
* Alternative Performance Measure
17 Related Party Transactions
Balances and transactions between the Company and its subsidiaries are eliminated on consolidation. Details of transactions betw
een the Group
and Company and other related parties are disclosed below.
The following are considered to be related parties:
• Frostrow Capital LLP (under the Listing Rules only)
• The Directors of the Company and the Company’s subsidiary, Augmentum Fintech Management Limited
• Augmentum Fintech Management Limited
Details of the relationship between the Company and Frostrow Capital LLP, the Company’s AIFM, are disclosed on page 22. Details of fees paid to
Frostrow by the Company and Group can be found in Note 2 on page 58.
Details of the remuneration of all Directors can be found on page 44. Details of the Directors’ interests in the capital of the Company can be found on
page 45.
Augmentum Fintech Management Limited is appointed as the Company’s delegated Portfolio Manager. The Portfolio Manager earns a portfolio
management fee of 1.5% of NAV up to £250 million and 1.0% of NAV for any excess over £250 million and is entitled to a performance fee of 15% of
net realised cash profits once the Company has received an annual compounded 10% realised return on its investments. Further details of this
arrangement are set out on page 23 in the Strategic Report. During the year the Portfolio Manager received a portfolio management fee of
£3,510,000 (2021: £2,235,000), which has been eliminated on consolidation and therefore does not appear in these accounts. A performance fee
provision of £15,265,000 (2021:£6,508,000) has been accrued in the Company's accounts, which is eliminated on consolidation in the Group
accounts. No performance fee is payable or has been paid during the year. There were no outstanding balances due to the Portfolio Manager at the
year end (2021: nil).
18 Capital Risk Management
G
roup Group
2022 2021
£’000 £’000
Equity
Equity share capital 1,810 1,405
Retained earnings and other reserves 293,394 181,757
Total capital and reserves 295,204 183,162
The Group’s objective in the management of capital risk is to safeguard its liquidity in order to provide returns for shareholders and to maintain an
optimal capital structure. In doing so the Group may adjust the amount of dividends paid to shareholders or issue new shares or debt.
The Group manages the levels of cash deposits held whilst maintaining sufficient liquidity for investments and operating expenses.
There are no externally imposed restrictions on the Company’s capital.
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 64
FINANCIAL STATEMENTS
65ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
19 Basis of Accounting and Significant Accounting Policies
19.1 Basis of preparation
The Gr
oup and Company Financial Statements for the year ended 31 March 2022 have been prepared in accordance with UK-adopted
International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those
standards.
The Financial Statements have been prepared on a going concern basis and under the historical cost basis of accounting, modified to include the
revaluation of certain assets at fair value, as disclosed in Note19.4. The Board has considered a detailed assessment of the Group and Company’s
ability to meet their liabilities as they fall due, including stress tests which modelled the effects of a fall in portfolio valuations and liquidity constraints
on the Group and Company’s financial position and cash flows. Further information on the stress tests are provided in the Report of the Audit
Committee on page 49. The results of the tests showed that the Group and Company would have sufficient cash to meet their liabilities as they fall
due. Based on the information available to the Directors at the time of this report, including the results of the stress tests, and the Group and
Company’s cash balances, the Directors are satisfied that the Group and Company have adequate financial resources to continue in operation for at
least the next 12 months and that, accordingly, it is appropriate to adopt the going concern basis in preparing these financial statements.
In order to reflect the activities of an investment trust company, supplementary information which analyses the Consolidated Income Statement
between items of a revenue and capital nature has been presented alongside the Consolidated Income Statement. In analysing total income
between capital and revenue returns, the Directors have followed the guidance contained in the Statement of Recommended Practice for
investment companies issued by the Association of Investment Companies issued in February 2021 (the “SORP”).
The recommendations of the SORP which have been followed include:
l Realised and unrealised profits or losses arising on the revaluation or disposal of investments classified as held at fair value through profit or
loss should be shown in the capital column of the Consolidated Income Statement. Realised gains are taken to the realised reserves in equity
and unrealised gains are transferred to the unrealised reserves in equity.
l Other returns on any investment (whether in respect of dividends, interest or otherwise) should be shown in the revenue column of the
Consolidated Income Statement. The total of the revenue column of the Consolidated Income Statement is taken to the revenue reserve
inequity.
l The Board should determine whether the indirect costs of generating capital returns should be allocated to capital as well as the direct costs
incurred in generating capital profits. In this regard the Board has decided to follow a non-allocation approach to indirect costs, which will
therefore be charged in full to the revenue column of the Consolidated Income Statement.
19.2 Basis of Consolidation
The Consolidated Financial Statements include the Company and certain subsidiary undertakings.
IFRS 10 and IFRS 12 define an investment entity and include an exemption from the consolidation requirements for investment entities.
The Company has been deemed to meet the definition of an investment entity per IFRS 10 as the following conditions exist:
l The Company has multiple unrelated investors which are not related parties, and holds multiple investments
l Ownership interests in the Company are exposed to variable returns from changes in the fair value of the Company’s net assets
l The Company has obtained funds for the purpose of providing investors with investment management services
l The Company’s business purpose is investing solely for returns from capital appreciation and investment income
l The performance of investments is measured and evaluated on a fair value basis.
The Company will not consolidate the portfolio companies or other investment entities it controls. The principal subsidiary Augmentum Fintech
Management Limited as set out in Note 9 is wholly owned. It provides investment related services through the provision of investment management.
As the primary purpose of this subsidiary is to provide investment related services that relate to the Company’s investment activities it is not held for
investment purposes. This subsidiary has been consolidated.
The Company also owns 100% of the interests in Augmentum I LP (the ‘LP’). As this LP is itself an investment entity and is held as part of the
Company’s investment portfolio it has not been consolidated.
19.3 Application of New Standards
(i) New standards, interpretations and amendments effective from 1 April 2021
There were no new standards or interpretations effective for the first time for periods beginning on or after 1 April 2021 that had a significant effect on
the Group’s financial statements.
(ii) New standards, interpretations and amendments not yet effective
There are a number of standards and interpretations which have been issued by the International Accounting Standards Board (‘IASB’) that are
effective in future accounting periods. The Group does not expect any of the standards issued by the IASB, but not yet effective, to have a material
impact on the Group or Company.
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 65
66 AUGMENTUM FINTECH PLC
19 Basis of Accounting and Significant Accounting Policies (continued)
19.4 Investments
All in
vestments are defined by IFRS as fair value through profit or loss (described in the Financial Statements as Investments held at fair value) and
are subsequently measured at reporting dates at fair value. The fair value of direct unquoted investments is calculated in accordance with the
Principles of Valuation of Investments below. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale
becomes unconditional.
Increases or decreases in valuation are recognised as part of gains on investments at fair value in the Consolidated Income Statement.
Principles of Valuation of Investments
(i) General
The Group estimates the fair value of each investment at the reporting date in accordance with IFRS 13 and the International Private Equity and
Venture Capital Valuation (“IPEV”) Guidelines.
Fair value is the price for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction. In estimating fair
value, the AIFM and Board apply valuation techniques which are appropriate in light of the nature, facts and circumstances of the investment and
use reasonable current market data and inputs combined with judgement and assumptions. Valuation techniques are applied consistently from one
reporting date to another except where a change in technique results in a better estimate of fair value.
In general, the enterprise value of the investee company in question will be determined using one of a range of valuation techniques. The enterprise
value is adjusted for factors such as surplus assets, excess liabilities or other contingencies or relevant factors; the resulting amount is apportioned
between the investee company’s relevant financial instruments according to their ranking and the effect of any instrument that may dilute economic
entitlements.
(ii) Unlisted Equity Investments
In respect of each unlisted investment one or more of the following valuation techniques is used:
l A market approach, based on the price of the recent investment, market multiples or industry valuation benchmarks.
l A probability-weighted expected returns methodology. Under the PWERM fair value is based on consideration of values for the investment
under different scenarios. This will primarily be used where there is a convertible element to the investment.
l A net assets based approach based on the value of the underlying assets of the investment.
In assessing whether a methodology is appropriate techniques that use observable market data are preferred.
Price of Recent Investment/Transaction
Where the investment being valued was itself made recently, or there has been a third party transaction in the investment, the price of the
transaction may provide a good indication of fair value. Using the Price of Recent Investment technique is not a default and at each reporting date
the fair value of investments is estimated to assess whether changes or events subsequent to the relevant transaction would imply a material
change in the investment’s fair value.
Multiple
Under the multiple methodology an earnings or revenue multiple technique is used. This involves the application of an appropriate and reasonable
multiple to the maintainable earnings or revenue of an investee company.
Multiples used are usually taken from current market-based multiples, reflected in the market valuations of quoted comparable companies or the
price at which comparable companies have changed ownership. Differences between these market-based multiples and the investee company
being valued are reflected by adjusting the multiple for points of difference which might affect the risk and growth prospects which underpin the
multiple. Such points of difference might include the relative size and diversity of the entities, rate of revenue/earnings growth, reliance on a small
number of key employees, diversity of product ranges, diversity and quality of customer base, level of borrowing, and any other reason the quality of
revenue or earnings may differ.
In respect of maintainable revenue/earnings, the most recent 12 month period, adjusted if necessary to represent a reasonable estimate of the
maintainable amount, is used. Such adjustments might include exceptional or non-recurring items, the impact of discontinued activities and
acquisitions, or forecast material changes.
PWERM (‘Probability-Weighted Expected Returns Methodology’)
Under the PWERM potential scenarios are identified. Under each scenario the value of the investment is estimated and a probability for each
scenario was selected. The fair value is then calculated as the sum of the value under each scenario multiplied by its probability.
Net Assets
For the net asset approach the fair value estimate is based on the attributable proportion of the reported net asset value of the investment derived
from the fair value of underlying assets / investments. Valuation reports provided by the manager or general partner of the investments are used to
calculate fair value where there is evidence that the valuation is derived using fair value principles that are consistent with the Company’s accounting
policies and valuation methods. Such valuation reports may be adjusted to take account of changes or events to the reporting date, or other facts
and circumstances which might impact the underlying value.
19.5 Cash and Cash Equivalents
Cash comprises cash at bank and short-term deposits with an original maturity of less than 3months and subject to minimal risk of changes in value.
19.6 Presentation and Functional Currency
The Group’s and Company’s presentation and functional currency is Pounds Sterling (“Sterling”), since that is the currency of the primary economic
environment in which the Group operates.
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 66
FINANCIAL STATEMENTS
67ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
19 Basis of Accounting and Significant Accounting Policies (continued)
19.7 Other income
I
nterest income received from cash equivalents is accounted for on an accruals basis.
19.8 Expenses
Expenses are accounted for on an accruals basis, and are charged through the revenue column of the Consolidated Income Statement except for
transaction costs and the carried interest fee as noted below.
Transaction costs are legal and professional fees incurred when undertaking due diligence on investment transactions. Transaction costs, when
incurred, are recognised in the Income Statement. If a transaction successfully completes, as a direct cost of an investment, the related transaction
cost is charged to the capital column of the Income Statement. If the transaction does not complete the related cost is charged to the revenue
column of the Income Statement.
19.9 Performance Fee
As set out in prior annual reports the performance fee arrangements were set up to provide a long-term employee benefit plan to incentivise
employees of AFML and align them with shareholders through participation in the realised investment profits of the Group. During the year to
31March 2022 the existing plan for AFML staff was terminated and the performance fee liability to AFML employees accrued as at 31 March 2021 of
£6,805,000 was reversed. AFML continues to be entitled to a performance fee as before, but any performance fee paid by the Company to AFML
will now be allocated to employees of AFML on a discretionary basis by the Management Engagement & Remuneration Committee of the Company.
Non-executive Directors of the Company are not eligible to participate in any allocation of the performance fee.
The Company provides for the performance fee in full. A performance fee is provided for if its performance conditions would be achieved if the
remaining assets in that basket were realised at fair value, at the Statement of Financial Position date. The performance fee is equal to the share of
profits in excess of the performance conditions in the basket. On consolidation the performance fee is eliminated since it is payable to the
Company’s subsidiary, AFML.
Performance fees will be charged to the capital column of the Income Statement and taken to the Capital Reserve.
19.10 Leases
All leases are accounted for by recognising a right-of-use asset and a lease liability.
Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate
determined by reference to the Group’s incremental borrowing rate. Right-of-use assets are measured at the amount of the lease liability less
provisions for dilapidations, where applicable.
Subsequent to initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are
reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease.
19.11 Taxation
The tax effect of different items of income/gain and expense/loss is allocated between capital and revenue on the same basis as the particular item
to which it relates.
19.12 Deferred Tax
Deferred taxation is provided on all timing differences other than those differences regarded as permanent. Deferred tax assets are only recognised
to the extent that it is probable that taxable profits will be available from which the reversal of timing differences can be utilised. Deferred tax is not
recognised if the temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit
nor the accounting profit.
Deferred tax is provided at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised based on tax laws
and rates that have been enacted or substantively enacted at the Statement of Financial Position date.
19.13 Receivables and Payables
Receivables and payables are typically settled in a short time frame and are carried at amortised cost. As a result, the fair value of these balances is
considered to be materially equal to the carrying value, after taking into account potential impairment losses.
19.14 Share Capital
Ordinary shares issued by the Group are recognised at the proceeds or fair value received with the excess of the amount received over nominal
value being credited to the share premium account. Direct issue costs are deducted from equity.
19.15 Share Premium and Special Reserve
The share premium account arose following the Company’s admission to listing in 2018 and represented the difference between the proceeds
raised and the par value of the shares issued. Costs of the share issuance were offset against the proceeds of the relevant share issue and also
taken to the share premium account.
Subsequent to admission and following the approval of the Court, the initial share premium account was cancelled and the balance of the account
was transferred to the Special Reserve. The purpose of this was to enable the Company to increase the distributable reserves available to facilitate
the payment of future dividends or with which to make share repurchases.
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 67
68 AUGMENTUM FINTECH PLC
19 Basis of Accounting and Significant Accounting Policies (continued)
19.16 Revenue and Capital Reserves
N
et capital return is added to the Capital Reserve in the Consolidated Statement of Financial Position, while the net revenue return is added to the
Revenue Reserve. When positive, the revenue reserve is distributable by way of dividend, as is any realised portion of the capital reserve. The
realised portion of the capital reserve is £2,750,000 (2021: £(208,000)) representing realised capital profits less costs charged to capital.
19.17 Critical Accounting Judgements and Key Sources of Estimation Uncertainty
Critical accounting judgements and key sources of estimation uncertainty used in preparing the financial information are continually evaluated and
are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. The resulting
judgements and estimates will, by definition, seldom equal the related actual results.
There is one significant judgement included in the presentation of the Consolidated Financial Statements, that the Company has determined it is an
investment company as set out in Note19.2.
Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty in the reporting year, that may have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.
Fair value measurements and valuation processes
Unquoted assets are measured at fair value in accordance with IFRS 13 and the IPEV Valuation Guidelines. Decisions are required in order to
determine the appropriate valuation methodology and subsequently in determining the inputs into the valuation model used. These decisions
include selecting appropriate quoted company comparables, appropriate multiples to apply, adjustments to comparable multiples and estimating
future cash flows of investee companies. In estimating the fair value of an asset, market-observable data is used, to the extent it is available.
The Valuations Committee, which is chaired by a Director, determines the appropriate valuation techniques and inputs for the model. The Audit
Committee considers the work of the Valuations Committee and the results of their discussion with the AIFM, Portfolio Manager and the external
auditor and works closely with the AIFM and Portfolio Manager to review the appropriate valuation techniques and inputs to the model. The
Chairman of the Audit Committee reports its findings to the Board of Directors of the Group every six months to explain the cause of fluctuations in
the fair value of the investments.
Information about the valuation techniques and inputs used in determining the fair value of various assets and liabilities are disclosed in Note 19.4. As
set out in Note 19.9 carried interest is calculated based on the valuation of the investments and as such is considered a significant accounting
estimate.
20 Post Balance Sheet Events
At the year end regulatory approval remained outstanding for a deal announced in December 2021 in which the Company’s holding in int
eractive
investor would be realised as part of its acquisition by abrdn. This transaction completed in May 2022, with the Company receiving proceeds of
£42.8 million. There are no other significant events after the end of the reporting period requiring disclosure.
263235 Augmentum pp058-pp068.qxp 01/07/2022 17:48 Page 68
FINANCIAL STATEMENTS
69ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Independent Auditor’s Report to the Members of
Augmentum Fintech PLC
Opinion on the financial statements
In our opinion:
l the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2022 and of the
Group’s profit for the year then ended;
l the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
l the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and
as applied in accordance with the provisions of the Companies Act 2006; and
l the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Augmentum Fintech plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31March 2022 which comprise the Consolidated Income Statement, the Consolidated and Company Statement of Changes in Equity, the
Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Cash Flow Statement, the Company Cash Flow Statement 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 UK adopted international accounting standards and as regards the Parent Company financial statements, as
applied in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those
standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional
report to the Audit Committee.
Independence
Following the recommendation of the Audit Committee, we were appointed by the Directors in February 2020 to audit the financial statements for
the year ended 31 March 2020 and subsequent financial periods. The period of total uninterrupted engagement including retenders and
reappointments is 3 years, covering the years ended 31 March 2020 to 31 March 2022. We remain independent of the Group and the Parent
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 Group or the Parent 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 pr
eparation of the
financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt
the going concern basis of accounting included:
l agreeing the inputs and assumptions (ie. forecasted income, expenditure and Investment Portfolio Value) within the Board’s assessment of the
going concern status of the Group and Parent Company to supporting documentation and our own understanding of the Group.
l assessing the appropriateness of assumptions made by the Directors in their stress tests and considered the likelihood of the extreme
downside scenarios occurring and the resulting effects on the liquidity of the Group.
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 Group and the Parent 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 Parent 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.
263235 Augmentum pp069-pp076.qxp 01/07/2022 17:49 Page 69
70 AUGMENTUM FINTECH PLC
Independent Auditor’s Report to the Members of
Augmentum Fintech PLC continued
Overview
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal contr
ol, 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.
The group audit team performed a full scope audit of the Group, Parent Company and sole subsidiary using materiality levels set out in the
materiality section of our report.
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.
Coverage 100% (2021: 100%) of Group profit before tax
100% (2021: 100%) of Group revenue
100% (2021: 100%) of Group total assets
Key audit matters 2022 2021
Valuation of unquoted investments Yes Yes
Materiality Group financial statements as a whole
£5.91m (2021: £3.65m) based on 2% (2021: 2%) of net assets
263235 Augmentum pp069-pp076.qxp 01/07/2022 17:49 Page 70
FINANCIAL STATEMENTS
71ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Independent Auditor’s Report to the Members of
Augmentum Fintech PLC continued
Valuation of unquoted investments (Group and Parent Company)
The Group’s accounting policy for assessing the fair value of
investments is disclosed on page 66 in Note 19.4 and disclosures
regarding the fair value estimates are given on page 68 in Note 19.17.
We consider the valuation of unquoted investments to be the most
significant audit area as there is a high level of estimation uncertainty
involved in determining the unquoted investment valuations.
The share price valuation of the Group is informed by the value of the
investments recognised in the Statement of Financial Position. As the
Portfolio Manager is responsible for valuing investments in the financial
statements, and there is a high level of estimation uncertainty in
determining the valuation of unquoted investments due to the lack of
readily available prices, there is a potential risk of overstatement of the
valuation of the unquoted investments.
Our testing of unquoted investments was stratified according to risk
considering, inter alia, the value of individual investments, the nature of
the investment, the extent of the fair value movement and the
subjectivity of the valuation technique.
For all investments in our sample:
• We considered whether the assumptions and underlying
e
vidence supporting the year end valuations are in line with the
requirements of the applicable accounting standards and whether
the valuation methodology is the most appropriate in the
circumstances under the International Private Equity and Venture
Capital Valuation (“IPEV”) Guidelines.
• We attended the Valuations Committee meeting on 7 June 2022
wher
e we discussed the valuations with management and
challenged significant judgements made.
• We recalculated the attributable value based on the rights of the
r
elevant instruments, which were agreed to investment
agreements. We received direct confirmation of the capital
structure from all of the investee companies.
For CPORT (Calibrated Price of Recent Transaction) valuations:
• We agreed the price of the recent investment to supporting
documenta
tion and management information. We considered
whether or not the performance of the portfolio company has
significantly varied from expectations at the transaction date by
obtaining management’s evaluation of post transaction
performance against relevant milestones to determine the
appropriateness of the level of adjustment, if any, made to the
recent transaction price. In particular, we challenged management
in respect of whether the Russia-Ukraine conflict has been
considered and taken into account where valuations have been
calibrated to a price of recent investment.
• Assessed whether the investment was an arm’s length transaction
thr
ough reviewing the parties involved in the transaction and
checking whether or not they were already investors of the
investee company or otherwise connected;
For earnings and revenue multiple valuations, as well as valuations that
have been restricted to the value of the liquidation preference:
• We held discussions with management and reviewed
mana
gement accounts/board packs to understand the
performance of the portfolio company, including its cash runway,
and challenged estimates used in the valuations of the
investments. We assessed the reasonableness of the budgeted
revenue figures used considering historical performance and
information available in board packs. We recalculated discounts
and premiums and assessed these against those of comparable
companies. We also performed a review of the appropriateness of
the basket of comparable companies through consideration of
those companies' operations and business sector.
Key audit matter How the scope of our audit addressed the key audit matter
263235 Augmentum pp069-pp076.qxp 01/07/2022 17:49 Page 71
72 AUGMENTUM FINTECH PLC
Independent Auditor’s Report to the Members of
Augmentum Fintech PLC continued
For convertible loan note valuations:
• We agreed the terms of the instruments to the loan agreements
and challenged the basis on
which the valuation appropriately
assessed the weighted probability of the various scenarios by
agreeing to supporting documentation.
For investments based on the share of net assets of fund investment:
• We confirmed the market value based on the net asset value
sta
tement provided by the independent fund administrator. We
obtained an understanding of the controls surrounding the fund
accounting and reconciliation process performed by the
independent administrator of the General Fund through review of
the Systems and Organization Controls Report certified by an
independent auditor. We also assessed the Portfolio Manager’s
reasonableness testing of the market value of the underlying
assets using information obtained from the due diligence
procedures performed by the Portfolio Manager and movements
in the publicly quoted Decentralized Finance index to the year end.
We also considered the completeness and clarity of disclosures with
reference to the requirements of the applicable accounting standards
regarding the valuation of investments in the financial statements.
Key observations:
Based on the procedures performed we consider the unquoted
in
vestment valuations to be within an appropriate range, and the
estimates made by management in valuing the unquoted investments
to be reasonable.
Key audit matter How the scope of our audit addressed the key audit matter
263235 Augmentum pp069-pp076.qxp 01/07/2022 17:49 Page 72
FINANCIAL STATEMENTS
73ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Independent Auditor’s Report to the Members of
Augmentum Fintech PLC continued
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider
materiality
to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the
basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
Group financial s
tatements Parent company financial statements
2022 2021 2022 2021
£m £m £m £m
Materiality 5.90 3.65 5.58 3.47
Basis for determining materiality 2% of net assets 2% of net assets 95% of materiality
Rationale for the benchmark applied
Performance materiality 4.43 2.56 4.18 2.42
Basis for determining
performance materiality
Component materiality
We set materiality for each component of the Group based on our assessment of the risk of material misstatement of that component. The
materiality for the sole subsidiary was set at £70,000, which is equal to its local statutory audit materiality and was based on 2% of its Revenue. We
further applied performance materiality levels of 75% of the component materiality to our testing to ensure that the risk of errors exceeding
component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £295,000 (2021: £183,000). We also
agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Materiality was
capped at 95% of
Group materiality
given the assessment
of the component’s
aggregation risk.
In determining the
appropriate
benchmark,
consideration was
given as to:
• The nature of the
in
vestment portfolio
and the level of
judgement inherent in
the valuation.
• The range of
r
easonable alternative
valuations.
In determining the appropriate
benchmark, consideration was given
asto:
• The nature of the investment portfolio
and the le
vel of judgement inherent in
thevaluation.
• The range of reasonable alternative
v
aluations.
70% of materiality
based on our risk
assessment,
consideration of the
control environment
and level of historical
errors identified.
75% of materiality
based on our risk
assessment,
consideration of the
control environment
and level of historical
errors identified.
70% of materiality
based on our risk
assessment,
consideration of the
control environment
and level of historical
errors identified.
75% of materiality
based on our risk
assessment,
consideration of the
control environment
and level of historical
errors identified.
263235 Augmentum pp069-pp076.qxp 01/07/2022 17:49 Page 73
74 AUGMENTUM FINTECH PLC
Independent Auditor’s Report to the Members of
Augmentum Fintech PLC continued
Other information
The Directors are responsible for the other information. The other information comprises the information included in the annual r
eport 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 o
f the Corporate
Governance Statement relating to the Parent Company’s compliance with the provisions of the UK Corporate Governance Code specified for
ourreview.
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 set out on page 22; and
• The Directors’ explanation as to their assessment of the Group’s
pr
ospects, the period this assessment covers and why the period is
appropriate set out on pages 21 and 22.
Other Code provisions • Directors’ statement on fair, balanced and understandable set out
onpage 51;
• Board’s confirmation that it has carried out a robust assessment of
theemer
ging and principal risks set out on page 17;
• The section of the annual report that describes the review of
e
ffectiveness of risk management and internal control systems set
outon pages 48 and 49; and
• The section describing the work of the Audit Committee set out on
pa
ge 48.
263235 Augmentum pp069-pp076.qxp 01/07/2022 17:49 Page 74
FINANCIAL STATEMENTS
75ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
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 A
ct 2006
and ISAs (UK) to report on certain opinions and matters as described below.
R
esponsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for the preparation of the financial sta
tements
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 Group’s and the Parent 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 Group or the Parent 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 missta
tement, 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.
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
f
or 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
accor
dance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and
Parent 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
ouropinion:
• adequate accounting records have not been kept by the Parent
Compan
y, or returns adequate for our audit have not been received
from branches not visited by us; or
• the Parent Company financial statements and the part of the
D
irectors’ 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
no
t made; or
• we have not received all the information and explanations we require
f
or our audit.
Independent Auditor’s Report to the Members of
Augmentum Fintech PLC continued
263235 Augmentum pp069-pp076.qxp 01/07/2022 17:49 Page 75
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities,
outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it operates, and considered the
risk of acts by the Group which were contrary to applicable laws and regulations, including fraud. We considered the significant laws and regulations
to be the Companies Act 2006, the FCA listing and DTR rules, the principles of the AIC Code of Corporate Governance, industry practice
represented by the AIC SORP, the applicable accounting framework, and qualification as an Investment Trust under UK tax legislation as any non-
compliance of this would lead to the Group losing various deductions and exemptions from corporation tax.
We focused on laws and regulations that could give rise to a material misstatement in the financial statements. Our tests included:
l Agreement of the financial statement disclosures to underlying supporting documentation;
l Enquiries of management and those charged with governance relating to the existence of any non-compliance with laws and regulations;
l Review of minutes of board meetings throughout the period for the existence of any non-compliance with laws and regulations;
l Obtaining an understanding of the control environment in monitoring compliance with laws and regulations; and
l Reviewing the calculation in relation to Investment Trust compliance to check that the Group was meeting its requirements to retain their
Investment Trust Status.
We assessed the susceptibility of the financial statements to material misstatement including fraud and considered the fraud risk areas to be the
valuation of unquoted investments and management override of controls.
Our tests included:
l The procedures set out in the Key Audit Matters section above;
l Obtaining independent evidence to support the ownership of all investments;
l Recalculating investment management fees in total;
l Obtaining independent confirmation of bank balances; and
l Testing journals which met a defined risk criteria by agreeing to supporting documentation and evaluating whether there was evidence of bias
by the Portfolio Manager and Directors that represented a risk of material misstatement due to fraud.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any
indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and
the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less
likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent 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 Parent 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
Parent Company and the Parent 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
1 July 2022
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
76 AUGMENTUM FINTECH PLC
Independent Auditor’s Report to the Members of
Augmentum Fintech PLC continued
263235 Augmentum pp069-pp076.qxp 01/07/2022 17:49 Page 76
FURTHER INFORMATION
77ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Information for Shareholders
How to Invest
Retail Investors Advised by IFAs
The Company currently conducts its affairs so that its shares can be
r
ecommended by Independent Financial Advisers (IFAs) in the UK to
ordinary retail investors in accordance with the Financial Conduct
Authority (FCA) rules in relation to non-mainstream investment products
and intends to continue to do so. The shares are excluded from the
FCA’s restrictions which apply to non-mainstream investment products
because they are shares in an investment trust.
Investment Platforms
The Company’s shares are traded openly on the London Stock
Ex
change and can be purchased through a stock broker or other
financial intermediary. The shares are available through savings plans
(including Investment Dealing Accounts, ISAs, Junior ISAs and SIPPs)
which facilitate both regular monthly investments and lump sum
investments in the Company’s shares. There are a number of
investment platforms that offer these facilities. A list of some of them,
that is not comprehensive and does not constitute any form of
recommendation, can be found below:
AJ Bell Youinvest www.youinvest.co.uk
Charles Stanley Direct www.charles-stanley-direct.co.uk
EQi www.eqi.co.uk
Halifax Investing www.halifax.co.uk/investing
Hargreaves Lansdown www.hl.co.uk
iDealing www.idealing.com
interactive investor www.ii.co.uk
Pello Capital www.pellocapital.com
Redmayne Bentley www.redmayne.co.uk
Share Deal Active www.sharedealactive.co.uk
Shareview www.shareview.co.uk
X-O www.x-o.co.uk
Financial Calendar
Date Event
31 March Financial Year End
June/July Financial Results Announced
September Annual General Meeting
30 September Half Year End
November/December Half Year Results Announced
Website
For further information on share prices, regulatory news and other
in
formation, please visit www.augmentum.vc
.
Shareholder Enquiries
In the event of queries regarding your shareholding, please contact the
Compan
y’s registrar, Link Group, who will be able to assist you with:
l Registered holdings
l Balance queries
l Lost certificates
l Change of address notifications
Link’s full details are provided on page 79 or please visit
www.linkgroup.eu
.
Shareholder services
Link Group (a trading name of Link Market Services Limited and Link
M
arket Services Trustees Limited) may be able to provide you with a
range of services relating to your shareholding. To learn more about the
services available to you please visit the shareholder portal at
www.signalshares.com
or
call +44 (0) 371 664 0300.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Lines are open between 09:00 – 17:30,
Monday to Friday excluding public holidays in England and Wales.
Risk Warnings
l Past performance is no guarantee of future performance.
l The value of your investment and any income from it may go down
as well as up and you may not get back the amount invested. This
is because the share price is determined, in part, by the changing
conditions in the relevant stock markets in which the Company
invests and by the supply and demand for the Company’s shares.
l As the shares in an investment trust are traded on a stock market,
the share price will fluctuate in accordance with supply and
demand and may not reflect the underlying net asset value of the
shares; where the share price is less than the underlying value of
the assets, the difference is known as the ‘discount’. For these
reasons, investors may not get back the original amount invested.
l Although the Company’s financial statements are denominated in
sterling, some of the holdings in the portfolio are currently
denominated in currencies other than sterling and therefore they
may be affected by movements in exchange rates. As a result, the
value of your investment may rise or fall with movements in
exchange rates.
l Investors should note that tax rates and reliefs may change at any
time in the future.
263235 Augmentum pp077-end.qxp 01/07/2022 17:49 Page 77
78 AUGMENTUM FINTECH PLC
Glossary and Alternative Performance Measures
Within the Strategic Report and Business Review, certain financial
measures common to investment trusts are shown. Where relevant,
these are prepared in accordance with guidance from the AIC, and this
glossary provides additional information in relation to them.
Alternative Investment Fund Managers Regulations ("UK AIFMD")
Agreed by the European Parliament and the Council of the EU and
tr
ansposed into UK legislation, the UK AIFMD classifies certain
investment vehicles, including investment companies, as Alternative
Investment Funds (“AIFs”) and requires them to appoint an Alternative
Investment Fund Manager (“AIFM”) and depositary to manage and
oversee the operations of the investment vehicle. The Board of the
Company retains responsibility for strategy, operations and compliance
and the Directors retain a fiduciary duty to shareholders.
Average net assets
The average net assets figure is the average of the net assets of the
Gr
oup after performance fee calculated on a time weighted basis and
adjusted for share buybacks and issuance.
Downside Protection
Downside protection is an investment technique that is employed to
mitiga
te against or prevent a decrease in the value of an investment. In
relation to venture capital investing the key methods of achieving this are
through liquidation preferences over other investors, and/or anti-dilution
provisions, which allow an investor to maintain their ownership
percentage in the event that new shares are issued.
Discount or Premium
A description of the difference between the share price and the net asset
v
alue per share. The size of the discount or premium is calculated by
subtracting the share price from the net asset value per share and is
usually expressed as a percentage (%) of the net asset value per share. If
the share price is higher than the net asset value per share the result is a
premium. If the share price is lower than the net asset value per share, the
shares are trading at a discount.
Initial Public Offering (“IPO”)
An IPO is a type of public offering in which shares of a company are
sold t
o institutional investors and usually also retail (individual) investors.
Through this process, colloquially known as floating, or going public, a
privately held company is transformed into a publiccompany.
Internal Rate of Return (“IRR”)
IRR is the annualised return on an investment calculated from the cash
flo
ws arising from that investment taking account of the timing of each
cash flow. It is derived by computing the discount rate at which the
present value of all subsequent cash flows arising from an investment
are equal to the original amount invested.
Leverage
For the purposes of the UK AIFMD, leverage is any method which
incr
eases the Company’s exposure, including the borrowing of cash
and the use of derivatives. It is expressed as a ratio between the
Company’s exposure and its net asset value and can be calculated
using gross and a commitment methods.
Under the gross method, exposure represents the sum of the
Company’s positions after the deduction of sterling cash balances,
without taking into account any hedging and netting arrangements.
Under the commitment method, exposure is calculated without the
deduction of sterling cash balances and after certain hedging and
netting positions (as detailed in the UK AIFMD) are offset against
eachother.
Net Asset Value (“NAV”)
The value of the Company’s assets, principally investments made in
o
ther companies and cash being held, minus any liabilities. The NAV is
also described as ‘shareholders’ funds’. The NAV is often expressed in
pence per share after being divided by the number of shares in issue,
excluding treasury shares. The NAV per share is unlikely to be the same
as the share price, which is the price at which the Company’s shares
can be bought or sold by an investor. The share price is determined by
the relationship between the demand and supply of the shares.
Net Asset Value ("NAV") per share after performance fee*
The NAV of the Group as calculated above less the performance fee
accrual made by the Company divided by the number of shares in
issued (excluding treasury shares).
NAV per share Total Return*
The theoretical total return on the NAV per share, reflecting the change
in NA
V during the period assuming that any dividends paid to
shareholders were reinvested at NAV at the time the shares were
quoted ex-dividend. This is a way of measuring investment
management performance of investment trusts which is not affected by
movements in the share price discount/premium.
Ongoing Charges Ratio (“OCR”)*
As an investment trust with an operating subsidiary, the calculation of
the Compan
y’s OCR requires adjustments to the total operating
expenses.
Year
ended Period ended
31 March 31 March
2022 2021
£’000 £’000
Operating expenses (2,631) 7,058
Less: due diligence costs (76) (39)
Less: cash management fee^ – (7)
Add-back/(Less): performance fee 6,508 (4,140)
Recurring operating expenses 3,801 2,872
Average net assets 221,741 148,348
Ongoing charges ratio 1.7% 1.9%
^ Cash management fee is deducted as this is paid when cash is placed on deposit
through an investment platform. It is only incurred where there would be offsetting
interest income.
Partnership
Augmentum I LP, a limited partnership registered in Jersey and a
wholly
-owned subsidiary of the Company.
Regtech
Computer programs and other technology used to help banking and
financial companies comply
with their regulatory obligations.
Total Shareholder Return*
The theoretical total return per share reflecting the change in share
price during the period and assuming tha
t any dividends paid were
reinvested at the share price at the time the shares were quoted
ex-dividend.
Unquoted investment
Investments in unquoted securities such as shares and debentures
which ar
e not quoted or traded on a stock market.
* Alternative Performance Measure.
263235 Augmentum pp077-end.qxp 01/07/2022 17:49 Page 78
FURTHER INFORMATION
79ANNUAL REPORT AND FINANCIAL STATEMENTS 2022
Contact Details
Directors
Neil England (
Chairman of the Board and NominationsCommittee)
Karen Brade (Chairman of the AuditCommittee)
David Haysey (Chairman of the Management & Remuneration
Committee and Valuations Committee)
Conny Dorrestijn
Sir William Russell
Registered Office
Augmentum Fintech plc
Incorporated in England and Wales with company no. 11118262 and
registered as an investment company under Section 833 of the
Companies Act 2006
AIFM, Company Secretary and Administrator
Frostrow Capital LLP
25 Southamp
ton Buildings
London WC2A 1AL
United Kingdom
Tel: 0203 008 4910
Email: info@frostrow.com
Portfolio Manager
Augmentum Fintech Management Limited
4 Chis
well Street
London EC1Y 4UP
United Kingdom
Joint Corporate Brokers
Peel Hunt LLP
100 Liv
erpool Street
London EC2M 2AT
United K ingdom
Singer Capital Markets Advisory LLP
1 Bartholomew Lane
London EC2N 2AX
United Kingdom
Depositary
IQ EQ Depositary Company (UK) Limited
4th Floor
3 M
ore London Riverside
London SE1 2AQ
United Kingdom
Legal Adviser to the Company
Stephenson Harwood LLP
1 Finsbury
Circus
London EC2M 7SH
United Kingdom
Independent Auditor
BDO LLP
55 Bak
er Street
London W1U 7EU
United Kingdom
Registrars
If you have any queries in relation to your shareholding please contact:
Link
Group
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
email: enquiries@linkgroup.co.uk
telephone +44 (0)371 664 0300
Website: www.linkgroup.eu
+ Calls are charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international rate. Lines
are open between 09:00 - 17:30, Monday to Friday excluding public holidays in
England and Wales.
Shareholder Portal
If you hold your shares directly and not through a platform you
canr
egister online to view your holdings using the Share Portal,
aservice offered by Link Group at www.signalshares.com
.
The Share Portal is an online service enabling you to quickly and easily
access and maintain your shareholding online – reducing the need for
paperwork and providing 24 hour access to your shareholding details.
Through the Share Portal you may:
l Cast your proxy vote online;
l View your holding balance and get an indicative valuation;
l View movements on your holding;
l View the dividend payments you have received;
l Update your address;
l Register and change bank mandate instructions so that dividends
can be paid directly to your bank account; and
l Access a wide range of shareholder information including the ability
to download shareholder forms.
Identification codes
SEDOL: BG12XV8
ISIN: GB00BG12XV
81
BLOOMBERG: AUGM LN
EPIC: AUGM
Legal Entity Identifier:
213800OTQ44T555I8S71
Foreign Account Tax Compliance Act (“FATCA”)
IRS Registration Number (GIIN): 755CKI.99999.SL.826
Disability Act
Copies of this annual report and other documents issued by the
Compan
y are available from the Company Secretary. If needed, copies
can be made available in a variety of formats, including braille, audio tape
or larger type as appropriate. You can contact the Registrar to the
Company, Link Group, which has installed telephones to allow speech
and hearing impaired people who have their own telephone to contact
them directly, without the need for an intermediate operator, for this
service please call 0800731 1888. Specially trained operators are
available during normal business hours to answer queries via this
service. Alternatively, if you prefer to go through a ‘typetalk’ operator
(provided by The Royal National Institute for Deaf People) you should dial
18001 from your textphone followed by the number you wish to dial.
A member of the Association of
Investment Companies
263235 Augmentum pp077-end.qxp 01/07/2022 17:49 Page 79
About Augmentum Fintech plc
www.augmentum.vc
Augmentum Fintech plc (the “Company”) is the UK’s only publicly
listed investment company focusing on the fintech sector, having
launched on the main market of the London Stock Exchange in
2018, giving businesses access to patient funding and support,
unrestricted by conventional fund timelines
.
We invest in early and later stage fast growing fintech businesses that are disrupting
the banking, insurance, asset management and wider financial services sectors.
Portfolio management is undertaken by Augmentum Fintech Management Limited
(“AFML”). AFML is a wholly owned subsidiary of the Company, together referred to
as the “Group”.
This report is printed on Revive 100% White Silk, a totally recycled paper
produced using 100% recycled waste at a mill that has been awarded the
ISO 14001 certificate for environmental management.
The pulp is bleached using a totally chlorine free (TCF) process.
This report has been produced using vegetable based inks.
To view the report online visit: www.augmentum.vc
Investing in Fintech.
Augmentum Fintech plc
Annual Report
For the year ended 31st March 2022
Annual Report
For the year ended 31st March 2022