GUINNESS VCT PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2023
COMPANIES HOUSE NUMBER 14220882
INVESTED IN SUCCESS
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INTENTIONALLY LEFT BLANK
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Contents
HIGHLIGHTS 4
INVESTMENT OBJECTIVE 5
CHAIR’S STATEMENT 6
THE BOARD 7
INVESTMENT MANAGER’S REVIEW 8
INVESTMENT PORTFOLIO 9
STRATEGIC REPORT 12
DIRECTORS’ REPORT 23
STATEMENT OF CORPORATE GOVERNANCE 27
STATEMENT OF DIRECTORS’ RESPONSIBILITIES 32
DIRECTORS’ REMUNERATION REPORT 34
INDEPENDENT AUDITOR’S REPORT 36
INCOME STATEMENT 39
STATEMENT OF CHANGES IN EQUITY 40
BALANCE SHEET 41
STATEMENT OF CASH FLOWS 42
NOTES TO THE FINANCIAL STATEMENTS 43
DIRECTORS AND ADVISERS 53
NOTICE OF ANNUAL GENERAL MEETING 54
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HIGHLIGHTS
Introduction
Guinness VCT Plc (the “Company”) was incorporated on 7 July 2022. The Company’s first Annual
Report & Financial Statements (the “Report”) covers the period from 7 July 2022 to 31 March
2023.
The Company launched an Offer for Subscription on 18 October 2022. The first allotment
of shares was carried out on 22 March 2023, after the Company had achieved the minimum
aggregate subscription under the Offer of £3 million net of offer costs set by the FCA.
Consequently, as at 31 March 2023:
• the Company’s shares had not been admitted to the premium segment of the Official List
and to trading on the London Stock Exchange’s main market for listed securities; and
• the Company had no time in which to make any investments.
The Report, therefore, covers a period in which there was very little financial activity and the
Company was not subject to the regulations applicable to listed companies. However, in the
interests of making the Report as informative as possible, the Board has not only commented
on the events of the period ended 31 March 2023 but has also, where appropriate, reported on
investment activity in the period from 31 March 2023 to the date of this Report and presented its
intended policies.
Subscription
The Company launched successfully and has raised £4,467,850 from its initial offer for
subscription as at the date of publication of this Report, with the issue of 4,445,461 shares.
Investments
The Company made its first five qualifying investments in April 2023, for a total of £1.6m.
Net Asset Value (“NAV”) per share
The Company’s NAV per share as at 31 March 2023 was 98.67 pence.
Dividends
No dividends have been paid or proposed this early in the life of the Company.
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Summary data
Investment objective
The Company is a generalist VCT seeking to invest in a diversified portfolio of businesses that
Guinness Asset Management Limited (the “Manager”, “Guinness” or “Guinness Ventures”)
believes will provide the opportunity for value appreciation. The Company will focus on
investments in growth companies in a range of sectors including technology, education,
healthcare, manufacturing, retailing, leisure and food and drink. These businesses will mostly be
unquoted, but the Company will also consider businesses listed on Qualifying Exchanges such
as AIM. Whilst the Investment Policy of the Company states that the size of investments will
range between £0.1 million and £10 million, investments in the early years will be towards the
bottom of this range in order to create a diversified portfolio that meets the VCT qualification
criteria.
Period ended
31/03/2023
NAV £2,491,913
Deemed value of redeemable preference shares £50,000
Ordinary shares in issue 2,474,850
Redeemable preference shares in issue 50,000
NAV per ordinary share 98.67p
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CHAIR’S STATEMENT
I am pleased to be writing to Shareholders to
present the annual review for Guinness VCT Plc
for the period ended 31 March 2023.
Successful launch
We launched our Prospectus, offering
subscriptions in the Company in October 2022.
We reached the minimum fundraise in March
and conducted the first share issue 22nd March
2023 with subsequent allotments post year-
end. As part of the current offer, we conducted
a further allotment for the 2023/24 tax year on
30 June 2023.
Guinness VCT Plc was admitted to trading on
the premium segment of the London Stock
Exchange 11th April 2023 and we were kindly
invited by LSE to close the market later that
month in celebration of our launch. It was
indeed an occasion to celebrate. New VCT
launches have been rare in recent years and
this launch is a commendation to Guinness
Ventures’ track record and reputation in
the industry as a growth company investor.
However, the work has only just begun and we
look forward to years to come.
Pipeline
The Company will invest in growth stage
companies that require scale-up capital across
a range of sectors including technology,
education, healthcare, manufacturing, retailing,
leisure and food & drink. To be considered
for investment, companies should have a
product, service or technology that has already
gained traction in the market such that they
are now looking to raise scale-up funds to
further commercialise their product or service.
Guinness Ventures are experienced early-stage
investors and can utilise its existing network
to source attractive investment opportunities.
Whilst venture capital investment weakened in
2022, the pipeline remains strong.
Post-period investments
Guinness Ventures identified five companies as
suitable first investments for Guinness VCT Plc
and, post-year end, the Company invested in
these businesses.
Fable Data provides European consumer
transaction data to investment firms and
corporates, as well as on a pro-bono basis to
government and educational institutions.
Guinness VCT invested £350k in Fable Data in
April 2023.
BBC Maestro offers online-courses led by
well-known industry experts, such as Marco
Pierre White, Gary Barlow and Julia Donaldson.
Maestro is a fast follower to the US based
Masterclass, and Guinness VCT invested £350k
in April 2023.
Baby Mori is a retailer of premium and
sustainable babywear. Mori produces clothing
using a signature fabric developed with
bamboo yarns which is exceptionally soft and
safer than regular materials. Guinness VCT
invested £350k in April 2023.
Plotbox is an industry leading cloud-based
deathcare management solution facilitating
the workflows of cemeteries and crematoria
through a suite of features. Guinness VCT
invested £350k in April 2023.
Dragonfly AI is a predictive analytics platform
which is designed to improve the quality and
effectiveness of customers’ content. Guinness
VCT invested £200k in April 2023.
Outlook
The past year has been a difficult time for
both the public and private markets. Inflation
and interest rate rises, fallout from the UK’s
mini budget and the collapse of Silicon Valley
Bank are a few issues that have damaged the
confidence of investors. However, the VCT
market has weathered these storms relatively
well, with fundraising exceeding £1 billion
for the second year running; marking the
industry’s second highest fundraising year to
date. Considering the Investment Manager’s
pipeline and experience in the tax-incentive
investment industry, we are in a strong position
to take advantage of investment opportunities
that will arise in 2023.
Ewen Gilmour
Non-executive Chair
6 July 2023
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THE BOARD
Ewen Hamilton Gilmour (Independent non-executive chair):
Ewen is the former chief executive of Chaucer Holdings plc, a listed Lloyd’s insurer. He joined
Chaucer three months prior to its stock market flotation in 1998; he was initially finance director,
and then managing director/ chief executive officer from 1999 to 2009. While there, he also
chaired Lloyd’s Market Processes Committee and the Chaucer Pension Fund and served on the
Council of Lloyd’s, including being deputy chairman of Lloyd’s from 2006 to 2010.
After graduating from Cambridge University, his early career was as an accountant at KPMG
between 1974 and 1980, followed by 13 years as a corporate financier at Charterhouse Bank,
the merchant banking subsidiary of Royal Bank of Scotland. He has served as non-executive
chairman of three Lloyd’s Agents: Antares Managing Agency Limited; Hampden Agencies
Limited; and Starstone Underwriting Limited. Currently, he is chairman of Soteria Insurance
Limited. He has also been a member of the Lloyd’s Enforcement Board since February 2012.
Joanna Lesley Santinon (Independent non-executive director):
Joanna is a chartered accountant and chartered tax adviser. She specialised in tax, transactions
and private equity, and has wider experience including mergers and acquisitions, strategic
investments, capital raisings and listings from a career spanning 24 years at Ernst & Young (“EY”)
where she was a member of the London Markets Board and led the Private Tax team in London
through a transformation and growth period. During her time with EY Joanna played key roles
in transactions in the UK and Europe. Joanna also led the EY UK Entrepreneur of The Year
Programme. Joanna was a founder member of the 30% Club in the UK. She is an independent
non-executive director of Octopus Future Generations VCT plc and a trustee of The Centre For
Entrepreneurs.
Andrew Everard Martin Smith (Non-independent non-executive director):
Andrew was Chief Executive of Hambros Fund Management when it merged with Guinness
Flight in 1997. In 2000 he joined Berkshire Capital Securities, a corporate adviser to the fund
management industry, before joining Guinness Asset Management in 2005 as a senior adviser.
He is a non-executive director of several companies including Church House Investment
Management and has been a director of several public listed investment trusts including, TR
European Growth, M&G High Income and Atlantis Japan. He is a director of Guinness Asset
Management and is the lead manager of the Guinness AIM EIS Service.
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MANAGER’S REVIEW
We are delighted to have successfully launched our new VCT, surpassing the
minimum fundraise and listing on the London Stock Exchange.
As of 31st March 2023, the offer had raised £3.9m, exceeding the minimum fundraise amount
needed to list on the London Stock Exchange. The Company was listed on the London Stock
Exchange on 11th April 2023.
Considering the VCT market as a whole, fundraising was down on last year’s record total but was
still well supported by private investors and the 2022/23 tax year represented the second largest
yearly fundraising total in the history of Venture Capital Trusts. We are proud of the success
of our fundraising and are optimistic on future inflows as the reputation of the Guinness VCT
grows.
Guinness Ventures has grown in the last year with four new joiners in the investment team
bringing a range of experiences. Widening the expertise in our team helps to improve our deal
sourcing and brings greater scrutiny to our screening process.
We have a strong pipeline of opportunities from a diverse range of sectors which is rooted in
our network and experience as growth investors. When considering opportunities, we look for
companies with an experienced and competent management team, a sustainable competitive
advantage, a realistic and proven business model, a valuation and structure that provides
alignment between all shareholders and strong prospects of being sold or floated in the future
at a multiple on the initial cost of investment. This depth and breadth of pipeline enabled our
Guinness EIS service to invest in 12 companies in the 2022/23 tax year.
Post-period end, Guinness VCT has made five investments in a diverse range of sectors: retail,
software and technology, advertising and marketing and business services. These companies
exhibited the key characteristics we look for investment opportunities and we look forward to
working with the management teams and helping the companies grow. The total investment in
these companies amounted to £1.6 million and represents over 35% of total funds raised by the
offer to date.
Looking to 2023, we are excited to be considering the next set of investments for the Company,
and I look forward to reporting on these in the half yearly review.
Shane Gallwey CFA
Head of Ventures, Guinness Asset Management Limited
6 July 2023
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As at 31 March 2023, the Company had not made any investments.
On 27 April 2023, the Company completed five investments details of which are given below.
MANAGER’S REVIEW
INVESTMENT PORTFOLIO
Baby Mori is a babywear and
childrenswear retailer. Mori’s products are
made from their signature fabric, derived
from organic cotton and bamboo, which
is processed without the use of harmful
chemicals. These fabrics are exceptionally
soft and ideal for the sensitive skin of
infants and toddlers. Baby Mori sells D2C
via its websites in the UK, EU and USA,
through third-party wholesalers such
as Harrods and Next, as well as its retail
stores in the UK. Mori’s flagship store is
located on Northcote Road in Clapham.
Baby Mori Limited:
Company sector Retail
Stage Scale-up
Asset class Equity
Guinness VCT investment £350,099.64
Initial investment date 27th April 2023
INVESTMENT SECTOR LOCATION COST
Baby Mori Retail London £350,099.64
Dragonfly Technology Advertising & Marketing London £199,999.80
Fable Data Business Services London £349,999.80
PlotBox Software & Technology Ballymena £349,999.80
BBC Maestro Education Wiltshire £349,995.60
Total £1,600,094.64
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MANAGER’S REVIEW
INVESTMENT PORTFOLIO
Fable Data is a leading data aggregator
and data science company. Fable
provides anonymised European
consumer transaction data to investment
firms and corporates, as well as on a
pro-bono basis to government and
educational institutions. Fable was
founded on the notion that vital decisions
that affect whole communities were
being made with incomplete and stale
data. Fable addresses this problem by
placing high-quality, award-winning data
into the hands of key decision-makers
allowing them to make better decisions.
Dragonfly AI uses cutting-edge
neuroscience to accurately and instantly
show what grabs the audience’s attention
first across all forms of content. This
enables companies and marketing
agencies to optimise and improve the
content they produce. Dragonfly has a
number of high-profile clients and has
already established a presence in the
US. The company spun out from Queen
Mary’s University which has developed
technology used by brands and agencies
to understand how design decisions
impact consumer attention.
Fable Data Limited:
Dragonfly Technology Solutions Limited:
Company sector Business Services
Stage Scale-up
Asset class Equity
Guinness VCT investment £349,999.80
Initial investment date 27th April 2023
Company sector Advertising &
Marketing
Stage Scale-up
Asset class Equity
Guinness VCT investment £199,999.80
Initial investment date 27th April 2023
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MANAGER’S REVIEW
INVESTMENT PORTFOLIO
Maestro Media Limited, trading as BBC
Maestro, is a celebrity-led e-learning
company, at the intersection of mass-
market online courses and video-
streamed entertainment. It offers 6-8
hour inspirational courses delivered
by global celebrities, genre icons
and specific subject matter experts
including Julia Donaldson (successful
children’s books writer and author of The
Gruffalo), Jed Mercurio (TV writer – The
Bodyguard, Line of Duty), Billy Connelly
(stand-up comedy) and Peter Jones
(entrepreneurship).
PlotBox is a cloud-based management
solution facilitating the workflows of
cemeteries and crematoria through a
suite of features. Management systems
across the cemetery industry have
historically been disconnected and
inefficient, resulting in extra workload
and required training, frequent mistakes,
poor customer service, higher operational
costs and an inability to scale the sales
process. PlotBox’s solution provides much
needed innovation to this industry to
create an all-in-one centralised system for
the mapping, sales and administration of
cemetery management.
Maestro Media Limited:
PlotBox Inc:
Company sector Education
Stage Scale-up
Asset class Equity
Guinness VCT investment £349,995.60
Initial investment date 27th April 2023
Company sector Software &
Technology
Stage Scale-up
Asset class Equity
Guinness VCT investment £349,999.80
Initial investment date 27th April 2023
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INVESTMENT POLICY, STRATEGY AND
OBJECTIVES
Investment policy
The Company is a generalist VCT seeking to
invest in a diversified portfolio of businesses
that the Manager believes will provide
the opportunity for value appreciation.
The Company will focus on investments
in growth companies in a range of sectors
including technology, education, healthcare,
manufacturing, retailing, leisure and food
and drink. These businesses will mostly be
unquoted, but the Company will also consider
businesses listed on Qualifying Exchanges
such as AIM. The Company will typically
make initial investments of £0.1 million to
£10 million and may also make follow-on
investments into existing portfolio companies.
Concentration risk is mitigated by ensuring
that at the point of investment no more than
15% of the Company by value will be in any one
investment.
Investment strategy
The Company will invest in growth stage
companies that require scale-up capital across
a range of sectors including technology,
education, healthcare, manufacturing,
retailing, leisure and food and drink. Although
there is inherent risk with investing in VCTs,
this generalist strategy will allow the Company
to mitigate risk to a degree by diversifying its
target portfolio companies for investors. The
Manager will build a pipeline of investment
opportunities with a focus on companies that
have at least £1 million of historic or run-rate
revenues.
The Manager seeks to identify businesses that
have demonstrated the ability to raise and
appropriately employ seed stage funding and
who now require further funding to accelerate
growth and deliver shareholder returns.
When assessing investment opportunities,
Guinness looks for:
• experienced and competent management
teams with a strong understanding of their
market and competitive position, and
with a track record of building and selling
companies;
• a realistic business plan supported by good
operations and technology;
• the investee company’s ability to sustain a
competitive advantage;
• the company’s prospects of being sold or
floated in the future, at a multiple on the
initial cost of investment; and
• a valuation and structure that provides
alignment between all shareholders.
Guinness also has an extensive track record
of investing in AIM-listed companies and
will consider investing up to 20% of the
funds raised into AIM-listed companies as
well as businesses listed on other Qualifying
Exchanges.
Every company that is selected for potential
investment will be required to pass through a
comprehensive due diligence exercise which
aims to test its business plan, technology and
financials as well as reviewing VCT eligibility.
Qualifying investments
Qualifying Investments comprise investments
in companies which are carrying out a
qualifying trade (as defined under the relevant
VCT legislation), and have a permanent
establishment in the UK, although some may
trade overseas. The Qualifying Companies
in which investments are made must have
no more than £15 million of gross assets
immediately prior to the investment (or £16
million immediately after the investment),
fewer than 250 employees (or fewer than
500 employees in the case of a Knowledge
Intensive Company) and generally cannot have
been trading for more than seven years (or
STRATEGIC REPORT
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ten years in the case of a Knowledge Intensive
Company) at the time of the Company’s
investment. Several other conditions must be
met for an investment to be classed as a VCT
Qualifying Investment.
The Company intends to invest the net
proceeds of the Offer in acquiring a portfolio
of Qualifying Investments complying with VCT
legislation. At least 30% of the funds raised
will be invested in Qualifying Investments
within 12 months of the end of the Company’s
accounting period in which the relevant Shares
were allotted, and at least 80% of its net assets
will, by the start of the Company’s accounting
period in which the third anniversary of the
date the relevant shares are allotted falls
and continuously thereafter, be invested in
Qualifying Investments.
Non-qualifying investments
Subject to the rules applicable to VCTs, funds
not employed in Qualifying Investments will
be invested in short term liquid instruments,
principally other funds which can be easily
exited (e.g. money market funds, government
and corporate bonds, term deposits, equity
funds) including any appropriate funds
managed by Guinness, to generate additional
return for investors and mitigate against a rise
in value of competing companies. These must
be easily liquidated as cash. Such investments
are subject to market fluctuations.
Borrowing policy
The Company has no present intention of
utilising gearing as a strategy for improving
or enhancing returns. Under the Company’s
Articles of Association, the borrowings of
the Company will not, without the previous
sanction of the Company in general meeting,
exceed 25% of the aggregate total amount
received from time to time on the subscription
of shares in the Company.
Share buyback policy
The shares are intended to be traded on the
London Stock Exchange’s main market for
listed securities. Although it is likely that there
will be an illiquid market for such shares and,
in such circumstances, shareholders may find
it difficult to sell their shares in the market,
the Company intends to pursue an active
buyback policy to improve the liquidity in the
shares where the Company may repurchase
shares which shareholders wish to sell at a
discount of up to 5% to the latest published
net asset value per share, subject to applicable
regulations, market conditions at the time and
the Company having both the necessary funds
and distributable cash resources available for
the purpose. The making and timing of any
share buybacks will remain at the absolute
discretion of the Board. The Directors expect
that there will be limited demand for share
buybacks from shareholders within the first
five years because the only sellers are likely to
be deceased shareholders’ estates and those
shareholders whose circumstances have
changed (to such extent that they are willing to
repay the 30% income tax relief in order to gain
access to the net proceeds of the sale).
Dividend policy
The Company will target an annual dividend
equivalent to 5 per cent of its net asset value
as well as special dividends, where appropriate,
from the proceeds of successful exists of
portfolio companies that are not reinvested. It
is envisaged that dividends will be paid from
2026 onwards, subject to the existence of
realised profits, legislative requirements and
the available cash reserves of the Company.
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KEY PERFORMANCE INDICATORS (“KPIs”) and ALTERNATIVE PERFORMANCE
MEASURES (“APMs”)
The objective of the Company is to provide long-term returns where shares are invested for at
least five years, whilst enabling shareholders to benefit from available VCT tax reliefs. The KPIs
and APMs which the Board will monitor towards that objective are:
a. Total Return relative to amount subscribed.
b. The increase in the value of investments.
c. Operational expenses as a proportion of shareholders’ funds.
d. Ongoing charges ratio.
Given that the Company did not allot any Ordinary shares until 22 March 2023, any comment in
this Report on the KPIs or APMs would be meaningless.
The Board will also monitor (i) the Company’s share price over reporting periods and compare its
performance to the FTSE Small Cap index for the relevant periods and (ii) the measures defined
by HMRC for its VCT tests to ensure that the Company will continue to qualify as a VCT.
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Investment management agreement
An agreement (the “Investment Management
Agreement”) dated 18 October 2022 and made
between the Company and the Manager
whereby the Manager will, with effect from the
first date on which the Company resolves to
allot shares pursuant to the Offer (the “Effective
Date”), be appointed as the Company’s
investment manager to provide discretionary
investment management and advisory services
to the Company in respect of its portfolio of
Qualifying Investments and non-qualifying
investments and valuations of its portfolio
interests.
The Manager will receive an annual
management fee equal to 2.0% of the
Company’s net asset value (plus VAT if
applicable) payable quarterly in arrears, the first
payment to be made in respect of the period
from the Effective Date until the termination
of the Investment Management Agreement.
The Manager is entitled to reimbursement
of expenses incurred in performing its
duties under the agreement and will also be
entitled to receive and retain transaction and
introductory fees, directors’ fees, monitoring
fees, consultancy fees, corporate finance fees,
syndication fees, exit fees and commissions in
relation to portfolio companies.
The Manager will also be entitled to a
performance fee payable in relation to each
accounting period. This fee is set at 20% of
dividends (or other return of capital) paid in
a financial year in which the Total Return is
above the Hurdle. For the Hurdle to be met, the
shares must achieve a Total Return (based on
audited year end results) in excess of £1.00 for
the year ending 31 March 2024. For subsequent
years, the Hurdle increases by 3p per annum
such that for the year ending 31 March 2025
the Hurdle will be £1.03, for the year ending 31
March 2026 the Hurdle will be £1.06 and so on.
The Manager acted as the Company’s AIFM
for the purposes of the AIFM Directive up
until 2 May 2023, on which date Guinness
VCT Plc (FRN: 985295) was entered in the
register of small registered UK AIFMs under
the Alternative Investment Fund Managers
Regulations 2013 (AIFMRs). Under the terms of
the Investment Management Agreement the
appointment of the Manager as the Company’s
AIFM has fallen away as of 2 May 2023, and
the Manager continues to provide investment
management services on the same terms
as set out in the Investment Management
Agreement.
The appointment of the Manager in relation
to the investment services commenced on
the Effective Date and will continue unless
and until terminated by either party giving to
the other not less than 12 months’ notice in
writing, such notice not to take effect before
the end of the fifth anniversary following the
last allotment of shares pursuant to an offer
for subscription made by the Company. The
Investment Management Agreement is subject
to earlier termination by either party in certain
circumstances.
All securities purchased through the Manager
will be registered (except for bearer stocks) in
the name of the Company, to hold all or any of
the Company’s assets and documents of title
or certificates evidencing title on behalf of the
Company.
Any investment or other asset of the Company
will be registered (except for bearer stocks) in
the name of the Company, or, subject to the
written agreement of the Company, in the
name of a custodian which may be appointed
from time to time by the Company on terms
agreed by the Manager.
Transactions undertaken by the Manager
for the Company shall correspond with the
provisions of the Manager’s written execution
MATERIAL CONTRACTS
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policy, and the Manager shall manage conflicts
of interest, disclosing to the Board the nature
of any material interest which the Manager
may have in any proposed transaction to
which the Company is, or is to be, a party, the
Manager not causing the Company to become
a party to any such contract or transaction
except with the prior approval of those
members of the Board who are independent of
the Manager (such prior approval not to apply
to the allocation of investment opportunities
governed by the Investment Management
Agreement).
The Manager has agreed to indemnify the
Company by such amount as is equal to the
excess by which the Annual Running Costs of
the Company exceeds 3.5% of the Net Asset
Value, calculated on an annual basis.
The provision by the Manager of discretionary
investment management and advisory services
is subject to the overall control, direction and
supervision of the Directors.
Administration agreement
An agreement dated 18 October 2022 and
made between the Company and The City
Partnership (UK) Limited (the “Administrator”),
whereby the Administrator will provide
certain administration services, accounting,
custody and company secretarial services
to the Company in respect of the period
from Admission until the termination of
the Administration Agreement with regard
to all the investments of the Company,
for an annual fee of up to £55,000 (plus
an additional 0.055% on quarter-end NAV
exceeding £25m), calculated on a sliding
scale based on the Company’s quarterly NAV
(plus VAT if applicable). Under this agreement
the Administrator will hold securities in
certificated form on behalf of the Company for
safekeeping.
The Administration Agreement will continue
for a period of 2 years from the date on which
the Minimum Subscription is raised under the
Offer and thereafter is terminable by either
party giving 6 months’ written notice, on or
after the second anniversary of the agreement,
but subject to early termination in certain
circumstances.
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The Board and the Audit Committee have an
ongoing process for identifying, evaluating
and monitoring the principal and emerging
risks facing the Company. The Board has listed
below details of these including the measures
taken in order to mitigate these risks as far as
practicable.
VCT status qualifying risk
The Company must comply with section 274
of the Income Tax Act 2007, which, inter alia,
enables investors to take advantage of tax relief
on their investment and future returns when
investing in a VCT. If the Company breaches
any of the rules in section 274, this could result
in the loss of VCT status. Breaches could also
result in investors becoming liable to pay
income tax on dividends received from the
Company and in some circumstances, investors
may have to repay the initial income tax relief
on their investment. The most prevalent risk
to VCT status at this time is if the VCT fails
to invest 80% of its funds into Qualifying
Investments by the second anniversary of the
end of the accounting period in which the
Company issued the shares.
Working closely with the Board, the Manager
keeps track of the VCT’s qualifying status to
ensure it remains qualifying. Regular reports
are provided to and discussed with the Board
which reviews the status of the VCT tests on
a quarterly basis. Philip Hare & Associates has
also been appointed as Tax Adviser to provide
monitoring reports to the Board twice yearly.
Regulatory and compliance risk
Shortly after 31 March 2023, the Company’s
shares were admitted to the premium
segment of the Official List and to trading on
the London Stock Exchange’s main market
for listed securities and on the 2nd May
2023 the Company was authorised as a self-
managed Alternative Invest Fund Manager
(AIFM) under the Alternative Investment Fund
Managers Directive (“AIFMD”). The Company
is required to comply with the Companies Act
2006, the rules of the UK Listing Authority, the
Prospectus and Transparency Directives, and
United Kingdom Accounting Standards. If the
Company breaches any of these it could lead
to number of detrimental outcomes including
but not limited to suspension of the Company’s
Stock Exchange listing, reputational damage,
or financial penalties.
The day to day running of the Company
is overseen by the Manager. The Board is
updated at Board Meetings at least quarterly
on all regulatory and compliance matters. The
Board and the Manager employ third parties
to ensure that the Company complies with all
its regulatory obligations, these parties include
Howard Kennedy as Sponsor and Legal Adviser,
City Partnership as Company Secretary and
Philip Hare & Associates as Tax Adviser. The
Manager also employs a team of compliance
specialists who support the Board in ensuring
that the Company is compliant.
Operational and internal control risk
There is a risk of failure of the systems and
controls of any of the Company’s advisers,
leading to an inability to service shareholder
needs adequately, provide accurate reporting
and accounting, and to ensure the Company
is complying with all VCT legislation rules.
To mitigate these risks, the Board regularly
reviews the systems of internal controls, both
financial and non-financial operated by the
Company and key third-party advisers. These
include controls designed to ensure that the
VCT’s assets are safeguarded and that proper
accounting records are maintained; and to
prevent data protection and cyber security
failings. In addition, the Board regularly reviews
the performance of its service providers
to ensure that they continue to have the
necessary expertise and resources to provide
PRINCIPAL AND EMERGING RISKS
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the expected level of service.
Investment performance and valuation risk
The Board and Manager aim to minimise the
investment risk attached to the investment
portfolio as a whole by ensuring that a robust
and structured selection, monitoring and
realisation process is in place. Diversification is
intended to be achieved across both sector and
development stage. The investment portfolio is
reviewed by the Board and Manager together
on a regular basis.
The Company’s investment valuation
methodology is reliant on the portfolio
companies issuing accurate and complete
information. In particular, the Directors may
not be aware of, or take into account, certain
events or circumstances which may happen
after the information issued by such companies
is reported. The unquoted investments held
by the Company are designated at fair value
through profit or loss and valued in accordance
with the International Private Equity and
Venture Capital Valuation Guidelines as
updated in 2022. These guidelines set out
recommendations, intended to represent
current best practice on the valuation of
venture capital investments. The valuation
takes into account all known material facts up
to the date of approval of the Financial
Statements by the Board.
Economic, political and other external factors
The valuation of investment companies in the
portfolio may be affected by economic, political
and other external factors such as a movement
in interest rates, a change in Government, or
international conflict. The Company aims to
invest in a diversified portfolio across a range
of stages and sectors and also maintains cash
to ensure it can provide follow-on investments
when companies require it.
The economic and political environment
are kept under constant review and the
investment strategy is adapted as far as
possible to mitigate emerging risks.
Governance risk
The Directors of the Company are aware that
an ineffective Board could have a negative
impact on the Company. The Board recognises
the importance of effective leadership and
board composition and this is ensured by
completing an annual evaluation process, with
action taken if required. City Partnership is
appointed as Company Secretary to monitor
corporate governance best practice.
Cash flow risk
The Manager closely and continually monitors
the availability of cash resources. Cash flow
forecasts and budgets are presented to and
reviewed by the Board on a regular basis to
ensure that the risk of insufficient cash to meet
financial obligations is minimised.
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SECTION 172 STATEMENT
Section 172 of the Companies Act 2006 requires the Directors of the Company to act in a way
that they consider, in good faith, will most likely promote the success of the Company for the
benefit of the members as a whole. In doing so, the Directors should have regard (amongst
other matters) to:
• the likely consequences of any decision in the long term;
• the interests of the Company’s employees;
• the need to foster the Company’s business relationships with suppliers, customers and
others;
• the impact of the Company’s operations on the community and the environment;
• the desirability of the Company maintaining a reputation for high standards of business
conduct; and
• the need to act fairly as between members of the Company.
The Board considers its significant stakeholder groups to be its Shareholders, its third-party
advisers and its portfolio companies. The Company takes several steps to understand the views
of its key stakeholders and considers these, along with the matters set out above, in Board
discussions and decision making.
The Company has no employees (other than its Directors) and no customers in a traditional
sense and therefore there is nothing to report in relation to these relationships. In line with
normal practice for Venture Capital Trusts, the day-to-day management and administration is
delegated to the relevant third parties. The Board regularly engages with the third parties to
set, approve and oversee the execution of the agreed business strategy and related policies. Ad
hoc meetings and communications are convened where necessary to address specific issues to
ensure an appropriate and transparent response is formulated.
The Board’s principal concern is the interest of the Company’s shareholders taken as a whole.
The Board encourages engagement and effective communication with the Company’s
shareholders.
The Board works closely with the Manager in reviewing how stakeholder issues are handled,
ensuring good governance and responsibility in managing the Company’s affairs. As well as
having a Director from the Investment Manager on the Board of the VCT, key stakeholders from
the Manager also attend Board meetings. The Manager has therefore been well informed of any
decisions the Board has made during the period and as a result has had opportunity to discuss
the impact these decisions may make. The Manager provides updates to the Board on the
entire portfolio at least quarterly.
Environmental, social, governance, human rights and community issues
The Board seeks to carry out the Company’s affairs in a responsible manner and maintain high
standards in respect of environmental, governance and social issues. The Company is required
by law to provide details of environmental, employee, human rights, social and community
issues. As a VCT the Company does not have any employees and as a result does not maintain
specific policies in relation to these matters. The Company does, however, encourage the
Manager to consider these issues, where appropriate, with regard to investment decisions.
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ENVIRONMENT POLICY & GREENHOUSE GAS EMISSIONS
As a VCT with no physical assets, property, employees or operations, the Company has no direct
environmental responsibilities, nor is it directly responsible for the emission of greenhouse
gases. The Company has no direct carbon usage therefore there are no disclosures to make
in this respect. Therefore, the Board has no specific environmental policy. The Company does
however recognise the need to conduct its business, including investment decisions, in a
manner that is responsible to the environment wherever possible.
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VCT REGULATIONS
The Company has engaged Philip Hare & Associates LLP to advise it on compliance with HMRC’s
VCT requirements, including evaluation of investment opportunities as appropriate and regular
review of the portfolio. Although Philip Hare & Associates LLP works closely with the Manager,
they report directly to the Board.
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STATEMENT ON LONG-TERM VIABILITY
In accordance with provision 4.27 of The UK Corporate Governance Code published by the
Financial Reporting Council in July 2018 (the “Code”), the Directors consider the Report to be fair,
balanced, and understandable.
In line with provision 4.31 of the Code, the Directors have assessed the Company’s prospects
over the five-year period to 31 March 2028. This period has been considered appropriate for a
business of this nature and size, because it is the minimum recommended investment period
and the period for which investors are required to hold their shares in order to retain tax relief.
The Directors have carried out a robust assessment of the principal and emerging risks faced
by the Company, considering its business model, future performance, solvency and liquidity.
They deliberated over the Company’s ability to maintain its VCT status with HM Revenue and
Customers, and over the valuation of investments. Given the extent of available resources, the
Board particularly assessed the ability of the Company to raise finance, as well as its ability to
deploy capital. It reviewed income and expenditure projections and examined robust stress-
tested cash flows to understand the impact of different scenarios. It also assessed the Manager
and the processes in place for dealing with risks and identifying emerging threats. A detailed
risk register is monitored and reviewed by the Board at least half-yearly.
The Board has determined that the Company will be able to continue in operation, maintain
compliance with the VCT rules and meet its liabilities as they fall due for a period of at least five
years from the accounts’ approval date.
OTHER DISCLOSURES
The Board of the Company is made up of three Directors, two of which are male and one is
female. The Company has no employees.
By order of the Board
The City Partnership (UK) Limited
Company Secretary
6 July 2023
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The Statement of Corporate Governance on pages 27 to 31 forms part of the Directors’ Report.
Principal activity and status
The Company is registered as a public limited company under the Companies Act 2006
(Registration number 14220882). The address of the registered office is 18 Smith Square,
London, SW1P 3HZ. The Company is a generalist VCT seeking to invest in a diversified portfolio
of businesses that the Manager believes will provide the opportunity for value appreciation.
The Company will focus on investments in growth companies in a range of sectors including
technology, education, healthcare, manufacturing, retailing, leisure and food and drink. A
review of the Company’s business during the period ended 31 March 2023 is contained in the
Chair’s Statement and Manager’s Review.
Directors
The Directors of the Company during the period under review were Ewen Gilmour, Joanna
Santinon and Andrew Martin Smith. The Company indemnifies its directors and officers and
has purchased insurance to cover its directors.
Dividend
No dividend was paid or declared during the period ended 31 March 2023.
The Company will target an annual dividend equivalent to 5 per cent of its net asset value as
well as special dividends, where appropriate, from the proceeds of successful exists of portfolio
companies that are not reinvested. It is envisaged that dividends will be paid from 2026
onwards, subject to the existence of realised profits, legislative requirements and the available
cash reserves of the Company.
Share capital
As shown in note 16 to the financial statements, the Company had two classes of share as at 31
March 2023, being ordinary shares of 1p each and redeemable preference shares of £1 each.
On 3 October 2022 50,000 redeemable preference shares were allotted and issued to the
Manager. Subsequent to the Company’s financial year-end, the redeemable preference shares
were paid up, fully redeemed and subsequently cancelled.
Issue of ordinary shares and share buybacks
During the period ended 31 March 2023, a total of 2,474,849 ordinary shares in the Company
were issued as a result of an offer for subscription at an average price of 100.51 pence per share
raising £2.49m. One ordinary share in the Company was issued as a subscriber share. There
were 2,474,850 ordinary shares in issue at the year end.
No shares were bought back by the Company during the period ended 31 March 2023.
DIRECTOR’ REPORT
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The shares are intended to be traded on the London Stock Exchange’s main market for listed
securities. It is likely, however, that there will be an illiquid market for such shares and, in such
circumstances, shareholders may find it difficult to sell their shares in the market. The Company
intends to pursue an active buyback policy to improve the liquidity in the shares where the
Company may repurchase shares which shareholders wish to sell at a discount of up to 5%
to the latest published net asset value per share, subject to applicable regulations, market
conditions at the time and the Company having both the necessary funds and distributable
cash resources available for the purpose. The making and timing of any share buybacks will
remain at the absolute discretion of the Board. The Directors expect that there will be limited
demand for share buybacks from shareholders within the first five years because the only sellers
are likely to be deceased shareholders’ estates and those shareholders whose circumstances
have changed (to such extent that they are willing to repay the 30% income tax relief in order to
gain access to the net proceeds of the sale).
Capital disclosures
The rights and obligations attached to the Company’s ordinary shares are set out in the
Company’s Articles of Association, copies of which can be obtained from Companies House.
As at the date of this Report, the Company has one class of share, ordinary shares, which
carry no right to fixed income. The holders of ordinary shares are entitled to receive dividends
when declared, to receive the Company’s report and accounts, to attend and speak at general
meetings, to appoint proxies and to exercise voting rights. There are no restrictions on the
voting rights attaching to the Company’s shares or the transfer of securities in the Company.
Annual general meeting (“AGM”)
The Notice of the AGM is on pages 54 to 53 of these financial statements.
As this is the first AGM following their appointment, resolutions are proposed to elect Ewen
Gilmour and Joanna Santinon as Directors of the Company. Andrew Martin Smith, as a non-
independent Director, is subject to annual re-election in accordance with the Listing Rules.
The Notice of AGM includes the following resolutions:
• Resolution 9, an ordinary resolution, is proposed to ensure the Directors retain the authority
to allot shares in the Company until the date of the 2024 Annual General meeting up to an
aggregate nominal amount of £250,000 (representing approximately 562% of the issued
ordinary share capital of the Company as at 6 July 2023).
• Resolution 10, a special resolution, is proposed to empower the Directors to allot shares
under the authority granted by resolution 9 without regard to any rights of pre-emption on
the part of the existing shareholders.
• Resolution 11, a special resolution, is proposed to ensure that authority to buy back shares is
in place until the date of the 2024 Annual General Meeting.
Auditor
A resolution to appoint BDO LLP as auditor of the Company will be proposed at the AGM.
6 July 2023 Guinness VCT Annual Report and Financial Statements 24
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Substantial shareholdings
Going concern
The Directors have made an assessment of the Company’s ability to continue as a going
concern and are satisfied that the Company has adequate resources to continue in business for
the foreseeable future (being a period of 12 months from the date these financial statements
were approved). In reaching this conclusion the Directors took into account the nature of the
Company’s business and Investment Policy, its risk management policies and the cash holdings.
They have also reviewed the budgets and forecasts, which have been subject to stress tests
performed by the Manager, and consider the Company has adequate financial resources to
enable it to continue in operational existence at least 12 months from the date of approval of the
Financial Statements. Therefore, the Directors believe it is appropriate to continue to apply the
going concern basis in preparing the financial statements.
31 March 2023 As at the date of this report
Name of shareholder
No of ordinary
shares held
% of shares
in issue
No of ordinary
shares held
% of shares
in issue
Marco Compagnoni 200,000 8.1 400,000 9.0
Edward Guinness 200,000 8.1 400,000 9.0
Timothy Guinness 200,000 8.1 200,000 4.5
Andrew Brode - - 200,000 4.5
Patricia Baker - - 200,000 4.5
Paul Baker - - 200,000 4.5
Thomas Smith - - 200,000 4.5
Danuta Smith 100,000 4.0 100,000 2.2
George Archer 100,000 4.0 100,000 2.2
Hugo Bull 100,000 4.0 100,000 2.2
Neil Jenkins 100,000 4.0 100,000 2.2
Richard Mann 100,000 4.0 100,000 2.2
Scott Pinching 100,000 4.0 100,000 2.2
Sean Lindsay 100,000 4.0 130,000 2.9
Helen Cook 98,000 4.0 98,000 2.2
Robert Cook 98,000 4.0 98,000 2.2
Richard Jones 75,775 3.1 75,775 1.7
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Accountability and audit
The independent auditor’s report is set out on pages 36 to 38 of this report. The Directors
who were in office on the date of approval of this Report have confirmed that, as far as they
were aware, there is no relevant audit information of which the auditor is unaware. Each
of the Directors has taken all the steps they ought to have taken as Directors in order to
make themselves aware of any relevant audit information and to establish that it has been
communicated to the auditor.
Financial instruments
The Company’s financial instruments will comprise investments held by the VCT, equity, cash
balances and liquid resources including debtors and creditors.
Indemnity payments
There are no qualifying indemnity payments made on behalf of the Directors.
Risk management
Further details, including details about risk management, are set out on pages 17 to 18.
Future developments
Significant events which have occurred after the year end are detailed in note 20 on page 52.
Future developments which could affect the Company are discussed in the outlook section of
the Chair’s Statement and in the Manager’s Review.
By order of the Board
The City Partnership (UK) Limited
Company Secretary
6 July 2023
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STATEMENT OF CORPORATE GOVERNANCE
The Board is committed to the principle and application of sound corporate governance and
confirms that the Company has taken steps, appropriate to a venture capital trust and relevant
to its size and operational complexity to comply with the provisions and recommendations of
The UK Corporate Governance Code published by the Financial Reporting Council in July 2018
(the “Code”). The Code can be found on the website of the FRC at www.frc.org.uk.
The Directors acknowledge the section headed “Reporting on the Code” in the preamble to
the Code which recognises that an alternative to complying with a provision may be justified
in particular circumstances based on a range of factors, including the size, complexity, history
and ownership structure of a company. Accordingly, the provisions of the Code have been
complied with save that (i) the Company does not have a senior independent director (although
the Chairman is an independent director), (ii) the Company will not conduct on an annual basis
a formal review as to whether there is a need for an internal audit function as the Directors do
not consider that an internal audit would be an appropriate control for a VCT, (iii) as all of the
Directors are non-executive and not expected to change during the life of the Company, it is
not considered appropriate to appoint a nomination or remuneration committee and (iv) other
than Andrew Martin Smith who, as an employee of the Manager, is not considered independent
and is, therefore, obliged to resign and stand for re-election as a Director on an annual basis
pursuant to the Listing Rules, the Directors will not stand for re-election on an annual basis. The
Board considers that these provisions are not relevant to the position of the Company due to the
size and specialised nature of the Company, the fact that all Directors are non-executive and the
costs involved.
The Directors consider the Annual Report and Financial Statements taken as a whole is fair,
balanced and understandable and provides the information necessary for shareholders to
assess the Company’s position, performance, business model and strategy.
The board
The board has overall responsibility for the Company’s affairs, including determining its
investment policy and having overall control, direction and supervision of the Manager. An
investment management agreement between the Company and Guinness Asset Management
Limited sets out the matters over which the Manager has authority. This includes monitoring
of the Company’s assets. All other matters, including strategy, investment and dividend
policies and corporate governance proceedings are reserved for the approval of the Board. The
Board meets at least quarterly and additional meetings are arranged as necessary. Full and
timely information is provided to the Board to enable it to function effectively and to allow
the Directors to discharge their responsibilities. In addition, the Directors are responsible
for ensuring that the policies and operations are in the best interests of all the Company’s
shareholders and that the best interests of creditors and suppliers to the Company are properly
considered. The Chairman and the company secretary establish the agenda for each Board
meeting. The necessary papers for each meeting are distributed well in advance of each
meeting ensuring all Directors receive accurate, timely and clear information. The Board
has direct access to corporate governance and compliance services through the company
secretary which is responsible for ensuring that Board procedures are followed and compliance
requirements are met.
The Board comprises three non-executive Directors, two of whom act independently of the
Manager. Accordingly, the majority of the Board, including the Chairman, are independent
of the Manager. The Directors have a wide range of investment, business, financial skills and
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knowledge relevant to the Company’s business. Brief biographical details of each Director are
set out on page 7.
The Company may by ordinary resolution appoint any person who is willing to act as a Director,
either to fill a vacancy or as an additional Director. No Director has a contract of service with the
Company. All of the Directors have been provided with letters of appointment, copies of which
are available for inspection on request at the Company’s registered office and at the annual
general meeting.
The Board is committed to ensuring that the Company is run in the most effective manner. The
Board monitors the diversity of all Directors to ensure an appropriate level of experience and
qualification. The Board believes in the value and importance of diversity in the boardroom
but does not consider it appropriate or in the best interests of the Company to set prescriptive
targets. When making new appointments the Board takes into account other demands on
directors’ time and prior to appointment significant commitments would be disclosed. There
are no specific guidelines set on length of directors’ service, including the Chairman, as the
Board believes that continuity of experience is most important.
Independence of directors
The Board regularly reviews the independence of each Director and of the Board as a whole in
accordance with the guidelines in the Code. Andrew Martin Smith, as an employee of Guinness
Asset Management Limited, is not considered independent. Directors’ interests are noted
at the start of each Board meeting and any Director would not participate in the discussion
concerning any investment in which he or she had an interest. The Board does not consider
that length of service will necessarily compromise the independence or effectiveness of
Directors and no limit has been placed on the overall length of service. The Board considers that
continuity and experience can be of significant benefit to the Company and its shareholders.
The Board believes that Ewen Gilmour and Joanna Santinon have demonstrated that they are
independent in character and judgment and there are no relationships or circumstances which
could affect their objectivity.
Board performance
The Board intends to carry out a performance evaluation of the Board, the audit committee
and individual Directors in the coming year. Due to the size of the Company, the fact that all
Directors are non-executive and the costs involved, external facilitators will not be used in the
evaluation. An evaluation has not taken place in the current period as this is the first reporting
period of the Company.
Board and committee meetings
The following table sets out the Directors’ attendance at full Board and audit committee
meetings held during the period ended 31 March 2023.
The Board is in regular contact with the Manager between Board meetings.
Board
meetings
Audit committee
meetings
Director held attended held attended
Ewen Gilmour 4 4 - -
Joanna Santinon 4 4 - -
Andrew Martin Smith* 4 4 - -
*Andrew Martin Smith is not a member of the audit committee but attends the audit
committee meetings.
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Board committees
The Board has not established a nomination or remuneration committee as they consider the
Board to be small and comprises non-executive Directors. Appointments of new Directors and
Directors’ remuneration are dealt with by the full Board.
Report of the audit committee
The audit committee comprises the two independent non-executive Directors, Joanna Santinon
(Audit Chair) and Ewen Gilmour. Due to the small size of the Board and his independence and
experience the Board believes it is appropriate that the chairman of the board is a member
of the audit committee. The Board is also satisfied that the committee as a whole has
competence relevant to the venture capital trust sector and the requisite skills and experience
to fulfil the responsibilities of the audit committee and meets the requirements of the Code as
to recent and relevant financial experience.
The committee meets at least twice a year. The Company’s auditors may be required to attend
such meetings. The Committee will prepare a report each year addressed to shareholders for
inclusion in the Company’s annual report and accounts. The duties of the committee are inter
alia:
• to review and report to the Board on significant financial reporting issues and judgements
which the financial statements, interim reports, preliminary announcements and related
formal statements contain;
• to monitor, review and report to the Board on internal control and risk management
systems;
• to consider the appointment of the external auditor, to monitor its independence and
objectivity, the level of audit fees and to discuss with the external auditor the nature and
scope of the audit; and
• to prepare a formal report to shareholders on its activities to be included in the Company’s
annual report, which includes all information and requirements set out in the UK Corporate
Governance Code.
During the period ended 31 March 2023 the audit committee did not meet; it did meet
subsequent to 31 March 2023 to review a draft of this Report.
The Directors carried out a robust assessment of the principal risks facing the Company
and concluded that the key areas of risk which may threaten the business model, future
performance, solvency or liquidity of the Company are:
• compliance with HMRC VCT Regulations to maintain the Company’s VCT status; and
• valuation of investments.
These matters will be monitored regularly by the Manager and reviewed by the Board at Board
meetings. They were also discussed with the Manager and the auditor at the audit committee
meeting held to discuss these annual financial statements.
The committee concluded:
• VCT status – the Manager confirmed to the audit committee that the conditions for
maintaining the Company’s status had been complied with throughout the period.
The Company’s VCT status is also reviewed by the Company’s tax adviser, Philip Hare &
Associates, as described on page 21.
• Valuation of investments – having noted that no investment had been made as at 31
March 2023, the Manager confirmed to the audit committee that the basis of valuation
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6 July 2023 Guinness VCT Annual Report and Financial Statements 30
for unquoted companies would be in accordance with published industry guidelines. The
valuation of unquoted companies would take account of the latest available information
about investee companies and current market data. A comprehensive report on the
valuation of unquoted investments would be discussed with the Board prior to any market
announcements regarding the Company’s NAV; Directors are also consulted about material
changes to those valuations between Board meetings.
The audit committee is satisfied that the key areas of risk and judgement will be properly
addressed in the financial statements and that the significant assumptions to be used in
determining the value of assets and liabilities will be properly appraised and are sufficiently
robust.
Relationship with the auditor
The audit committee is responsible for overseeing the relationship with the external auditor,
assessing the effectiveness of the external audit process and making recommendations on the
appointment and removal of the external auditor.
When assessing the effectiveness of the process for the year under review, the Committee
considered the auditor’s technical knowledge and its understanding of the business of the
Company; whether the audit team was appropriately resourced; whether the auditor provided
a clear explanation of the scope and strategy of the audit and whether the auditor maintained
independence and objectivity. As part of the review of auditor effectiveness and independence,
BDO LLP has confirmed that it is independent of the Company and has complied with
applicable auditing standards. BDO LLP does not provide any non-audit services to the
Company. BDO LLP has held office as auditor since the inception of the Company. Public
interest entities are required to put the external audit contract out to tender at least every
ten years. BDO LLP has held office as auditor for one year as at the date of this Report; in
accordance with ethical standards the engagement partner is rotated after at most five years,
and the current partner has served for one year.
Following the review as noted above the audit committee is satisfied with the performance of
BDO LLP and recommends the services of BDO LLP to the shareholders in view both of that
performance and the firm’s extensive experience in auditing VCTs.
Internal control and risk management
The Board acknowledges that it is responsible for the Company’s internal control systems
and for reviewing their effectiveness. In accordance with the Code, the audit committee has
established an ongoing process for identifying, evaluating and managing the significant
risks faced by the Company. The internal control systems aim to ensure the maintenance of
proper accounting records, the reliability of the financial information upon which business
decisions are made and which is used for publication, and that the assets of the Company
are safeguarded. Internal controls can only provide reasonable and not absolute assurance
against material misstatement or loss. The financial controls operated by the Board include
the authorisation of the investment strategy and regular reviews of the results and investment
performance.
The Board has delegated contractually to third parties, as set out on pages 15 to 16, the
management of the investment portfolio, the safeguarding of the assets and the day-to-day
accounting, company secretarial and administration requirements. The Board receives and
considers regular reports from the Manager. Ad hoc reports and information are supplied to
the Board as required. It remains the role of the Board to keep under review the terms of the
investment management agreement with the Manager.
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Regular review of the control systems is carried out which covers consideration of the key
risks. Each risk is considered with regard to the controls exercised at Board level, reporting by
service providers and controls relied upon. The company secretary reviews the annual statutory
accounts to ensure compliance with Companies Acts and the Code and the audit committee
reviews financial information prior to its publication. Quarterly management accounts are
produced for review and approval by the Manager and the Board.
Shareholder reporting
The Directors believe that communication with shareholders is important. Shareholders have
access to a copy of the Company’s annual report and accounts (expected to be published each
July and a copy of the Company’s half-yearly report (expected to be published each November).
These will be made available on the Manager’s website. Shareholders and their advisers (if
applicable) will also receive updated reports from the Company and the Manager on the
progress of the Company.
In order to reduce the administrative burden and cost of communicating with shareholders, the
Company intends to publish all notices, documents and information to be sent to shareholders
generally on the Manager’s website (https://www.guinnessgi.com/ventures/guinness-vct).
Increased use of electronic communications will deliver significant savings to the Company
in terms of administration, printing and postage costs, as well as speeding up the provision of
information to shareholders. The reduced use of paper will also have environmental benefits.
Shareholders will be notified when documents are published on the Manager’s website,
such notification will be delivered electronically (or by post where no email address has been
provided for that purpose).
The Company welcomes the views of shareholders and places great importance on
communication with its shareholders. Shareholders will have the opportunity to meet the Board
at the annual general meeting. All shareholders are welcome to attend the meeting and to ask
questions of the Directors. The Board is also happy to respond to any written queries made by
shareholders during the course of the year. All communication from shareholders is recorded
and reviewed by the Board to ensure that shareholder enquiries are promptly and adequately
resolved.
On behalf of the Board
Ewen Gilmour
Non-executive Chair
6 July 2023
6 July 2023 Guinness VCT Annual Report and Financial Statements 31
6 July 2023 Guinness VCT Annual Report and Financial Statements 32
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report and the Financial Statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year.
Under that law the Directors have prepared the financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and
applicable law). Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of affairs of the Company
and of the profit or loss for the Company for that year.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether they have been prepared in accordance with applicable UK accounting
standards, subject to any material departures disclosed and explained in the financial
statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Company will continue in business; and
• prepare a Strategic Report, a Directors’ Report and Directors’ Remuneration Report which
comply with the requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are sufficient
to show and explain the Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the Company and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Annual Report and accounts, taken as
a whole, are fair, balanced and understandable and provide the information necessary for
shareholders to assess the Company’s position, performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the annual report and the financial statements are
made available on a website. Copy on the website is maintained by the Manager on behalf of
the Company. Financial statements are published on the Company’s website in accordance
with legislation in the United Kingdom governing the preparation and dissemination of
financial statements, which may vary from legislation in other jurisdictions. The maintenance
and integrity of the Company’s website is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of the financial statements contained
therein.
6 July 2023 Guinness VCT Annual Report and Financial Statements 32
6 July 2023 Guinness VCT Annual Report and Financial Statements 33
Directors’ responsibilities pursuant to DTR4
The Directors confirm to the best of their knowledge:
• The financial statements which have been prepared in accordance with UK Generally
Accepted Accounting Practice give a true and fair view of the assets, liabilities, financial
position and profit and loss of the Company.
• The Annual Report includes a fair review of the development and performance of the
business and the financial position of the Company, together with a description of the
principal risks and uncertainties that it faces.
The Board considers the annual report and financial statements, taken as a whole, are fair,
balanced and understandable and that it provides the necessary information for shareholders to
assess the Company’s performance, business model and strategy.
On behalf of the Board
Ewen Gilmour
Non-executive Chair
6 July 2023
6 July 2023 Guinness VCT Annual Report and Financial Statements 33
6 July 2023 Guinness VCT Annual Report and Financial Statements 34
Introduction
This report has been prepared in accordance with
the requirements of the Companies Act 2006 and
The Large and Medium-sized Companies and
Groups (Accounts and Reports) (Amendment)
Regulations 2013 (the “Regulations”). Ordinary
resolutions for the approval of the Directors’
Remuneration Policy and the Directors’ Annual
Report on remuneration will be put to members
at the Company’s first AGM to be held on 30
August 2023.
The Company’s auditor, BDO LLP, is required to
give its opinion on certain information included
in this report. The disclosures which have been
audited are indicated as such. The auditor’s
opinion on these and other matters is included in
the Independent Auditor’s Report on pages 36 to
38.
Annual statement from the chair of the board
Directors’ fees are reviewed annually and are
set by the Board to attract individuals with the
appropriate range of skills and experience. In
determining the level of fees their duties and
responsibilities are considered, together with the
level of time commitment required in preparing
for and attending meetings. Directors’ fees have
not changed in the period.
Directors’ remuneration policy
The Board as a whole considers Directors’
remuneration and, as such, a remuneration
committee has not been established. The
Board’s policy is that the remuneration of non-
executive Directors should reflect the experience
of the Board as a whole, be fair and comparable
with that of other companies that are similar
in size and nature to the Company and have
similar objectives and structures. Directors’
fees are set with a view to attracting and
retaining the Directors required to oversee the
Company effectively and to reflect the specific
circumstances of the Company, the duties and
responsibilities of the Directors and the value and
amount of time committed to the Company’s
affairs. It is the intention of the Board that,
unless any revision to this policy is deemed
necessary, this policy will continue to apply in
the forthcoming and subsequent financial years.
The Board has not received any views from the
Company’s shareholders in respect of the levels of
Directors’ remuneration.
The Directors are not eligible for bonuses, pension
benefits, share options, long-term incentive
schemes or other benefits. No arrangements
have been entered into between the Company
and the Directors to entitle any of the Directors to
compensation for loss of office.
Directors’ annual report on remuneration
Terms of appointment
No Director has a contract of service with the
Company. Each of the Directors entered into an
agreement with the Company dated 18 October
2022 whereby he or she is required to devote such
time to the affairs of the Company as the Board
reasonably requires consistent with their role as
non-executive Director. Ewen Gilmour is entitled
to receive an annual fee of £30,000 (plus VAT if
applicable), Joanna Santinon is entitled to receive
an annual fee of £25,000 (plus VAT if applicable)
and Andrew Martin Smith is entitled to receive an
annual fee of £15,000 (plus VAT if applicable). Each
party can terminate the agreement by giving to
the other at least six months’ notice in writing to
expire at any time after the date 12 months from
the respective commencement dates. No benefits
are payable on termination.
Directors are subject to election by shareholders
at the first annual general meeting after their
appointment. The Company’s Articles of
Association provide for a maximum level of
total remuneration of £200,000 per annum in
aggregate.
DIRECTORS’ REMUNERATION REPORT
6 July 2023 Guinness VCT Annual Report and Financial Statements 34
6 July 2023 Guinness VCT Annual Report and Financial Statements 35
Directors are remunerated exclusively by fixed
fees and do not receive bonuses, share options,
long term incentives, pension or other benefits.
There is no comparative information in respect of
employee remuneration as the Company has no
employees.
Directors’ fees for the period (Audited)
The fees payable to individual Directors in respect
of the period ended 31 March 2023 are shown in
the table below.
*Directors fees were not payable and did not
accrue until the first allotment of shares under the
offer for subscription. Directors’ fees for the period
were accrued in but not paid as at 31 March 2023.
These will be payable at the end of quarter 30
June 2023.
Relative importance of spend on Directors’ fees
The table below shows the remuneration paid
to Directors and shareholder distributions in the
period to 31 March 2023:
Directors’ shareholdings (Audited)
The Directors who held office at 31 March 2023
and their interests in the shares of the Company
(including beneficial and family interests) were:
The Company confirms that it has not set out any
formal requirements or guidelines for a Director to
own shares in the Company.
Company performance
The Board is responsible for the Company’s
investment strategy and performance, although
the management of the Company’s investment
portfolio is delegated to the Investment Manager
through the management agreement. The Board
intends to compare the Company’s share price to
the FTSE Small Cap index. This index was chosen
as the benchmark for investment performance
because its constituents are smaller UK listed
companies and therefore closest to the small
private companies in which the Company will
invest.
Shareholder voting
This is the Company’s first Annual General
Meeting therefore there is no voting history to
disclose in respect of the Directors’ Remuneration
Report.
On behalf of the Board
Ewen Gilmour
Non-executive Chair
6 July 2023
Director
Total annual
fixed fee
£
Total fixed fee for
period ended
31 March 2023*
£
Ewen
Gilmour 30,000 815
Joanna
Santinon 25,000 679
Andrew
Martin
Smith 15,000 408
70,000 1,902
31-Mar-23
% of issued
Shares held
share
capital
Ewen Gilmour 30,000 1.2
Joanna Santinon 5,000 0.2
Andrew Martin
Smith 40,000 1.6
2023
£
Total dividend paid to shareholders -
Total repurchase of own shares -
Total directors’ fees 1,902
6 July 2023 Guinness VCT Annual Report and Financial Statements 35
6 July 2023 Guinness VCT Annual Report and Financial Statements 36
INDEPENDENT AUDITOR’S REPORT
Opinion on the financial statements
In our opinion the financial statements:
• give a true and fair view of the state of the
Company’s affairs as at 31 March 2023 and
of its loss for the period then ended;
• have been properly prepared in accordance
with United Kingdom Generally Accepted
Accounting Practice; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements
of Guinness VCT Plc (“the Company”) for the
9 month period ended 31 March 2023 which
comprise the Income Statement, the Balance
Sheet, the Statement of Changes in Equity,
the Statement of Cash Flows and notes to the
financial statements, including a summary of
significant accounting policies. The financial
reporting framework that has been applied in
their preparation is applicable law and United
Kingdom Accounting Standards, including
Financial Reporting Standard 102 The Financial
Reporting Standard applicable in the UK and
Republic of Ireland (United Kingdom Generally
Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described
in the Auditor’s responsibilities for the audit
of the financial statements section of our
report. We believe that the audit evidence we
have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We are independent of the Company in
accordance with the ethical requirements
that are relevant to our audit of the financial
statements in the UK, including the FRC’s
Ethical Standard, and we have fulfilled our
other ethical responsibilities in accordance
with these requirements.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation
of the financial statements is appropriate.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that,
individually or collectively, may cast significant
doubt on the Company’s ability to continue as
a going concern for a period of at least twelve
months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities of
the Directors with respect to going concern are
described in the relevant sections of this report.
Other information
The Directors are responsible for the other
information. The other information comprises
the information included in the Annual Report,
other than the financial statements and
our auditor’s report thereon. Our opinion on
the financial statements does not cover the
other information and, except to the extent
otherwise explicitly stated in our report, we do
not express any form of assurance conclusion
thereon.
Our responsibility is to read the other
information and, in doing so, consider whether
the other information is materially inconsistent
with the financial statements or our knowledge
obtained in the course of the audit or
otherwise appears to be materially misstated.
If we identify such material inconsistencies
or apparent material misstatements, we are
required to determine whether this gives rise
6 July 2023 Guinness VCT Annual Report and Financial Statements 36
6 July 2023 Guinness VCT Annual Report and Financial Statements 37
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.
Other Companies Act 2006 reporting
In our opinion, based on the work undertaken
in the course of the audit:
• the information given in the Strategic
report and the Directors’ report for the
financial period for which the financial
statements are prepared is consistent with
the financial statements; and
• the Strategic report and the Directors’
report have been prepared in accordance
with applicable legal requirements.
In the light of the knowledge and
understanding of the Company and its
environment obtained in the course of
the audit, we have not identified material
misstatements in the Strategic report or the
Directors’ report.
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to
you if, in our opinion:
• adequate accounting records have not
been kept, or returns adequate for our audit
have not been received from branches not
visited by us; or
• the financial statements are not in
agreement with the accounting records
and returns; or
• certain disclosures of Directors’
remuneration specified by law are not
made; or
• we have not received all the information
and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of
Directors Responsibilities, the Directors are
responsible for the preparation of the financial
statements and for being satisfied that they
give a true and fair view, and for such internal
control as the Directors determine is necessary
to enable the preparation of financial
statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the
Directors are responsible for assessing the
Company’s ability to continue as a going
concern, disclosing, as applicable, matters
related to going concern and using the
going concern basis of accounting unless
the Directors either intend to liquidate the
Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from material
misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement
when it exists. Misstatements can arise from
fraud or error and are considered material if,
individually or in the aggregate, they could
reasonably be expected to influence the
economic decisions of users taken on the basis
of these financial statements.
Extent to which the audit was capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances
of non-compliance with laws and regulations.
We design procedures in line with our
responsibilities, outlined above, to detect
material misstatements in respect of
irregularities, including fraud. The extent to
which our procedures are capable of detecting
irregularities, including fraud is detailed below:
We gained an understanding of the legal
and regulatory framework applicable to the
Company and the industry in which it operates
and considered the risk of acts by the Company
6 July 2023 Guinness VCT Annual Report and Financial Statements 37
6 July 2023 Guinness VCT Annual Report and Financial Statements 38
which were contrary to applicable laws and
regulations, including fraud. These included
but were not limited to compliance with
Companies Act 2006, and FRS 102.
We assessed the susceptibility of the financial
statement to material misstatement including
fraud and considered the fraud risk areas to be
management override of controls.
Our tests included, but were not limited to:
• Recalculated investment management fees
in total;
• Obtained independent confirmation of
bank balances; and
We also communicated relevant identified
laws and regulations and potential fraud risks
to all engagement team members who were
all deemed to have appropriate competence
and capabilities and remained alert to any
indications of fraud or non-compliance with
laws and regulations throughout the audit.
Our audit procedures were designed to
respond to risks of material misstatement in
the financial statements, recognising that the
risk of not detecting a material misstatement
due to fraud is higher than the risk of not
detecting one resulting from error, as fraud
may involve deliberate concealment by,
for example, forgery, misrepresentations
or through collusion. There are inherent
limitations in the audit procedures performed
and the further removed non-compliance
with laws and regulations is from the events
and transactions reflected in the financial
statements, the less likely we are to become
aware of it.
A further description of our responsibilities is
available on the Financial Reporting Council’s
website at:
https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s
report.
Use of our report
This report is made solely to the Company’s
members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that
we might state to the Company’s members
those matters we are required to state to them
in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone
other than the Company and the Company’s
members as a body, for our audit work, for this
report, or for the opinions we have formed.
Vanessa-Jayne Bradley (Senior Statutory
Auditor)
For and on behalf of BDO LLP, Statutory
Auditor
London, UK
6 July 2023
BDO LLP is a limited liability partnership
registered in England and Wales (with
registered number OC305127).
6 July 2023 Guinness VCT Annual Report and Financial Statements 38
6 July 2023 Guinness VCT Annual Report and Financial Statements 39
Period ended 31.03.2023
Note Revenue Capital Total
£ £ £
Investment Manager’s fee 7 (342) (1,024) (1,366)
Other expenses 8 (31,571) - (31,571)
Loss before taxation (31,913) (1,024) (32,937)
Taxation 9 - - -
Loss attributable to equity shareholders (31,913) (1,024) (32,937)
Return per ordinary share (pence) 10 (1.29) (0.04) (1.33)
FINANCIAL STATEMENTS
INCOME STATEMENT
for the 9 months period ended 31 March 2023
The total column of this Income Statement represents the profit and loss account of the Com-
pany, prepared in accordance with Financial Reporting Standard 102 (“FRS 102”). The supple-
mentary revenue and capital return columns are prepared in accordance with the Statement
of Recommended Practice, “Financial Statements of Investment Trust Companies and Venture
Capital Trusts” (“SORP”) revised in November 2014 and updated in July 2022. A separate State-
ment of Comprehensive Income has not been prepared as all comprehensive income is includ-
ed in the Income Statement.
All the items above derive from continuing operations of the Company.
The notes on pages 43 to 52 are an integral part of the financial statements.
6 July 2023 Guinness VCT Annual Report and Financial Statements 39
6 July 2023 Guinness VCT Annual Report and Financial Statements 40
Non-distributable reserves Distributable reserves* Total
Called up
share
capital
Share
premium
Capital
reserve
Capital
reserve
Revenue
reserve
Total
reserve
£ £ £ £ £ £
Total
comprehensive
income for the
period - - - (1,024) (31,913) (32,937)
Contributions
by and
distributions to
owners:
Shares issued 24,749 2,462,652 - - - 2,487,401
Share issue
expenses - (12,551) - - - (12,551)
Redeemable
preference
shares issued 50,000 - - - - 50,000
Closing balance
as at 31 March
2023 74,749 2,450,101 - (1,024) (31,913) 2,491,913
STATEMENT OF CHANGE IN EQUITY
for the 9 months period ended 31 March 2023
*There were no unrealised movements during the period, and the distributable reserve were
£Nil.
The notes on pages 43 to 52 are an integral part of the financial statements.
6 July 2023 Guinness VCT Annual Report and Financial Statements 40
6 July 2023 Guinness VCT Annual Report and Financial Statements 41
As at
31.03.23
Note £
Fixed assets
Investments 11 -
Current assets
Debtors 13 58,285
Cash at bank and in hand 2,487,400
Creditors: amounts falling due within one year 14 (53,772)
Net current assets 2,491,913
Net assets 2,491,913
Capital and reserves
Called up share capital 15 24,749
Share premium account 2,450,101
Redeemable preference shares 15 50,000
Capital reserves (1,024)
Revenue reserves (31,913)
Total shareholders’ funds 2,491,913
Net asset value per Ordinary share (pence) 17 98.67
BALANCE SHEET
as at 31 March 2023
The Financial Statements were approved by the Directors and authorised for issue on 6 July
2023 and signed on their behalf by:
Ewen Gilmour
Non-executive Chair
6 July 2023
Company registered number: 14220882
The notes on pages 43 to 52 are an integral part of the financial statements.
6 July 2023 Guinness VCT Annual Report and Financial Statements 41
6 July 2023 Guinness VCT Annual Report and Financial Statements 42
Period ended
31.03.23
Notes £
Operating activities
Investment Manager’s fees paid -
Cash paid to Directors -
Other cash payments -
Net cash outflow from operating activities -
Cash flows from investing activities
Purchase of investments 11 -
Net cash outflow from investing activities -
Net cash outflow before financing -
Cash flows from financing activities
Proceeds from share issues 2,487,400
Net cash inflow from financing 2,487,400
Increase/(decrease) in cash and cash equivalents 2,487,400
Cash and cash equivalents at the beginning of the period -
Cash and cash equivalents at the end of the period 2,487,400
STATEMENT OF CASH FLOW
for the 9 months period ended 31 March 2023
Reconciliation of profit before taxation to net cash outflow from operating activities:
The notes on pages 43 to 52 are an integral part of the financial statements.
Loss before taxation for the period (32,937)
Net (loss)/gain on investments -
(Increase) in debtors (8,285)
Increase in creditors and accruals 41,222
Net cash outflow from operating activities -
6 July 2023 Guinness VCT Annual Report and Financial Statements 42
6 July 2023 Guinness VCT Annual Report and Financial Statements 43
1. Company information
The Company is a public limited company incorporated in England and Wales. The registered
address is 18 Smith Square, London SW1P 3HZ. The principal activity is investing in un-listed
growth companies.
The Company was incorporated on 7 July 2022.
2. Basis of preparation
These Financial Statements have been prepared in accordance with applicable United
Kingdom accounting standards, including Financial Reporting Standard 102 – ‘The Financial
Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (‘FRS 102’), and
with the Companies Act 2006 and in accordance with the SORP issued by the Association of
Investment Companies (“AIC”) in July 2022. The Financial Statements have been prepared on
the historical cost basis except for the modification to a fair value basis for certain financial
instruments as specified in the accounting policies below.
These Financial Statements are the first financial statements of the Company and are for the
period from the incorporation date to 31 March 2023.
The Financial Statements are prepared in pounds sterling, which is the functional currency of
the company.
3. Going concern
The Board of Directors is satisfied that the Company has adequate availability to continue as
a going concern and are satisfied that the Company has adequate resources to continue in
business for the foreseeable future (being a period of 12 months from the date these Financial
Statements were approved). In reaching this conclusion the Directors took into the account
the nature of the Company’s business and Investment Policy, its risk management policies,
and the cash holdings. They have also reviewed the budgets and forecasts, which have been
subject to liquidity stress tests performed by the Investment Manager, and consider the
Company has adequate financial resources to enable it to continue in operational existence
at least 12 months from the date of approval of the Financial Statements. Therefore, the
Directors believe it is appropriate to continue to apply the going concern basis in preparing
the financial statements.
4. Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of
business, being investment business.
5. Significant judgements and estimates
The preparation of the Financial Statements may require the Board to make judgements and
estimates that affect the application of policies and reported amounts of assets, liabilities and
income and expenses. Estimates are based on historical experience and other assumptions
that are considered reasonable under the circumstances.
NOTES TO THE FINANCIAL STATEMENTS
6 July 2023 Guinness VCT Annual Report and Financial Statements 43
6 July 2023 Guinness VCT Annual Report and Financial Statements 44
6. Accounting policies
A summary of the principal accounting policies, all of which have been applied consistently
throughout the period, is set out below.
a. Investments
The Company did not hold any listed investments at any time during the reporting
period. Investments in unlisted companies are held at fair value through profit or loss.
Information about the portfolio is provided internally to the Directors on that basis
and the Directors consider the basis to be consistent with the Company’s investment
strategy. The fair value of unquoted investments is assessed by the Directors with
reference to the International Private Equity and Venture Capital Valuation Guidelines
December 2022 (“IPEV guidelines”) which include the following techniques:
(i)
Where a value is indicated by a material arms-length transaction by an independent
third party in the shares of a company within the last twelve months. This value will
be used only if, after careful consideration of all the facts and circumstances it is
considered the best measure of fair value.
(ii)
In the absence of (i), and depending upon both the subsequent trading performance
and investment structure of an investee company, the valuation basis will usually
move to either:
a) an earnings multiple basis. The shares may be valued by applying a suitable price-
earnings ratio to that company’s historical, current, or forecast post-tax earnings
before interest and amortisation, or to the revenues (the ratio used being based
on a comparable sector but the resulting value being adjusted to reflect points of
difference identified by the Investment Manager compared with the sector including,
inter alia, a lack of marketability); or
b) an assessment of other relevant, objective evidence.
(iii)
Where an earnings multiple or other objective evidence is not appropriate and
overriding factors apply, discounted cash flow or net asset valuation bases may be
applied.
b. Expenses
All expenses are accounted for on an accruals basis. In respect of analysis between
revenue and capital items presented within the income statement, all expenses have
been accounted for as revenue except as follows:
Expenses are split and presented partly as capital items where a connection with
the maintenance or enhancement of the value of the investments held can be
demonstrated, and accordingly the investment management fee is currently allocated
25% to revenue and 75% to capital, which reflects the Directors’ expected long-term
view of the nature of the investment returns of the Company.
Expenses which are incidental to the purchase of an investment are charged through
the capital reserve.
c. Cash at bank and in hand
Cash and cash equivalents are basic financial assets and comprise bank deposits
repayable on up to three months’ notice.
6 July 2023 Guinness VCT Annual Report and Financial Statements 44
6 July 2023 Guinness VCT Annual Report and Financial Statements 45
d. Financial instruments
The Company has elected to apply the provisions of Section 11 ‘Basic Financial
Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS102 to all of
its financial instruments. Financial instruments are recognised in the Company’s
balance sheet when the Company becomes party to the contractual provisions of the
instrument. Basic financial assets, which include debtors, are measured at transaction
price. Basic financial liabilities, including creditors, are measured at amortised cost.
e. Equity
Called up share capital
Equity instruments (ordinary shares and redeemable preference shares) issued by the
Company are recorded at the nominal amount.
Share premium
The share premium account is a non-distributable reserve which represents the price
paid for shares and the nominal value of the shares, less issue costs.
Non-distributable capital reserve
Non-distributable capital reserve represents increases and decreases in the value of
investments held at the period-end.
Distributable capital reserve
The following are disclosed in this reserve;
- gains and losses on the disposal of investments; and
- expenses allocated to this reserve in accordance with the above policies.
Revenue reserve
The revenue reserve represents accumulated profits and losses, and any surplus profit
is distributable by way of dividends.
f. Taxation
Current tax is recognised for the amount of corporation tax payable in respect of the
taxable profit for the current or past reporting periods using the tax rates and laws
that that have been enacted or substantively enacted by the reporting date.
The tax effect of different items of income/gain and expenditure/loss is allocated
between capital and revenue return on the “marginal” basis as recommended in the
SORP.
Any tax relief obtained in respect of management fees allocated to capital is
reflected in the capital column of the Statement of Comprehensive Income and
a corresponding amount is charged against the revenue column. The tax relief is
the amount by which corporation tax payable is reduced as a result of these capital
expenses.
Deferred tax is recognised in respect of all timing differences at the reporting date,
except as otherwise indicated. Deferred tax assets are only recognised to the extent
6 July 2023 Guinness VCT Annual Report and Financial Statements 45
6 July 2023 Guinness VCT Annual Report and Financial Statements 46
that it is probable that they will be recovered against the reversal of deferred tax
liabilities or other future taxable profits.
Deferred tax is calculated using the tax rates and laws that that have been enacted or
substantively enacted by the reporting date that are expected to apply to the reversal
of the timing difference.
The tax expense/(income) is presented either in the Income Statement or Statement
of Changes in Equity depending on the transaction that resulted in the tax expense/
(income). Deferred tax liabilities are presented within provisions for liabilities and
deferred tax assets within debtors.
7. Manager’s fee
Guinness Asset Management Limited has been appointed as the Company’s Manager. This
appointment shall continue for a period of five years following the allotment of any Ordinary
shares until terminated by the expiry of not less than 12 months’ notice in writing given by
either party. The appointment may also be terminated in circumstances of material breach
by either party.
Details of the appointment may be found on pages 15 to 16.
Details of the appointment may be found in the VCT regulations on page 21.
8. Other expenses
Revenue
£
Capital
£
Period ended
31 March
2023
Total
£
Guinness Asset Management Limited 342 1,024 1,366
Period ended
31 March
2023
£
Directors’ remuneration - fees 1,902
Administration fees 1,051
Registrars’ fee 219
Auditor’s remuneration – audit of Statutory Financial Statements 15,000
Other professional fees 817
Other costs 8,777
Irrecoverable VAT 3,805
31,571
6 July 2023 Guinness VCT Annual Report and Financial Statements 46
6 July 2023 Guinness VCT Annual Report and Financial Statements 47
The Company has no employees other than the Directors.
Information relating to Director’s remuneration can be found in the audited section of the
Director’s Remuneration Report on pages 34 to 35.
9. Taxation
a) Analysis of charge for the period
b) Factors affecting the tax charge for the period
No asset or liability has been recognised for deferred tax in relation to capital gains or losses
on revaluing investments as the Company is exempt from corporation tax in relation to
capital gains or losses as a result of qualifying as a Venture Capital Trust.
No deferred tax asset has been recognised on surplus expenses carried forward as it is not
envisaged that any such tax will be recovered in the foreseeable future. The value of the
unrecognised deferred tax is £Nil.
10. Return per share
Net Loss
£
Weighted
average
shares
Earnings
per share
pence
Revenue (31,913) 2,474,850 (1.29)
Capital (1,024) 2,474,850 (0.04)
Total (32,937) 2,474,850 (1.33)
Period ended
31 March
2023
£
Charge for the period -
Period ended
31 March
2023
£
Loss on ordinary activities before taxation (32,937)
Loss before taxation multiplied by standard rate of corporation tax (6,258)
Effect of:
Current period losses carried forward (32,937)
Deferred taxation not recognised -
Tax charge for the period (Note 9a) -
6 July 2023 Guinness VCT Annual Report and Financial Statements 47
6 July 2023 Guinness VCT Annual Report and Financial Statements 48
11. Investments
No investments were made during the period ended 31 March 2023.
12. Significant interest
As at 31 March 2023, the Company did not hold any investments.
13. Debtors
14. Creditors
15. Called up share capital
During the period, the Company issued 2,474,850 ordinary shares and 50,000 redeemable
preference shares.
2023
£
Amounts falling due within one year:
Prepayments 8,285
Other debtors 50,000
58,285
2023
£
Amounts falling due within one year:
Trade creditors 264
Other creditors 27,671
Accruals 25,837
53,772
2023
Number
2023
£
Allotted, issued, and fully paid during the period:
Ordinary shares (1p shares) 2,474,850 24,749
*Redeemable preference shares (£1 shares) 50,000 50,000
*As at 31 March 2023, the redeemable preference shares were not fully paid – they
were paid up as to one-quarter.
6 July 2023 Guinness VCT Annual Report and Financial Statements 48
6 July 2023 Guinness VCT Annual Report and Financial Statements 49
The redeemable preference shares:
• carry the right to receive a fixed cumulative preferential dividend from the revenue
profits of the Company which are available for distribution and which the Directors
determine to distribute by way of dividend in priority to any dividend payable on
the ordinary shares at the rate of 0.1% per annum (exclusive of any imputed tax
credit available to shareholders) on the nominal amount thereof, but confer no
other right to a dividend;
• confer no right to receive notice of, or to attend or vote at general meetings, except
where the rights of holders of redeemable preference shares are to be varied or
abrogated;
• on a winding up confer the rights to be paid out of the assets of the Company
available for distribution the nominal amount paid up to such shares pari passu
with, and in proportion to, the amount of capital paid to the holders of the ordinary
shares, but do not confer any right to participate in any surplus assets of the
Company; and
• are capable of being redeemed by the Company at any time and on their
redemption the holders thereof shall, subject to the provisions of the Act, be paid
sum equivalent to the amount paid on each redeemable preference share held and
each redeemable preference share which is redeemed shall thereafter be cancelled
without any further resolution or consent.
On 3 October 2022, the Company allotted and issued 50,000 redeemable preference
shares of £1.00 each to Guinness Asset Management Limited. These 50,000 redeemable
preference shares were paid up, fully redeemed and subsequently cancelled on 4 May
2023.
16. Reserves
Called up share capital represents the nominal value of the shares that have been issued.
Share premium account includes any premiums received on issue of share capital less any
transaction costs associated with the issuing of shares and any amounts transferred to the
special reserve.
Capital reserves includes all costs which are considered capital in nature. As at 31 March 2023
there were losses of £1,024.
Revenue reserve includes all retained profits and losses. The balance on the account is
distributable.
17. Net asset value per ordinary share
*Net assets
£
Ordinary
shares
NAV
per share
pence
Ordinary share 2,441,913 2,474,850 98.67
*The net assets attributable to the ordinary shares are the net assets of the Company less the deemed value (£50,000) of
the redeemable preference shares.
6 July 2023 Guinness VCT Annual Report and Financial Statements 49
6 July 2023 Guinness VCT Annual Report and Financial Statements 50
18. Financial instruments
The Company’s financial instruments comprise equity, cash balances and liquid resources
including debtors and creditors.
The Company holds financial assets in accordance with its investment policy to invest in
qualifying investments.
The Company held the following categorises of financial instruments at 31 March 2023:
When an investment has been made recently, the value of that investment is based on
its cost, reviewed for impairment or uplift. This valuation is also calibrated with the most
appropriate choice of a market-based multiple or discounted cash flow analysis, and
considering any significant triggers or events that may affect it. This same valuation model
will typically be used to value the investment when there has been no recent investment to
provide firm evidence of the market price of an investment, subject to a review to confirm it is
still most appropriate. Adjustments consistent with the IPEV guidelines may be made to the
resulting company valuation if deemed appropriate by the board.
The Company’s investment policy means that many portfolio companies invest for long-
term growth and will not reach sustained profitability for some years. Consequently, a
revenue multiple will often be the most appropriate market-based methodology to use for
the calibration and valuation models. However, the Company would expect to switch to
an earnings multiple when an investment has achieved the scale required for consistent
profitability.
In the valuation models and calibration exercise, comparable trading multiples are selected,
based on the most relevant combination of sector, size, growth rate, developmental stage,
and strategy. The multiple for each company is calculated by dividing the enterprise
Cost
£
Fair value
£
Assets at fair value through profit or loss:
Equity investments - -
Assets measured at amortised cost:
Cash at bank 2,487,400 2,487,400
Other debtors 58,285 58,285
Liabilities measured at amortised cost:
Creditors 27,935 27,935
Accruals 25,837 25,837
2,599,457 2,599,457
6 July 2023 Guinness VCT Annual Report and Financial Statements 50
6 July 2023 Guinness VCT Annual Report and Financial Statements 51
value of the comparable by its revenue or earnings as appropriate, and adjusting for
other considerations such as illiquidity, territories served, and other company specific
circumstances.
Further details of the bases on which financial instruments, including investments, are held
may be found in Note 6 and in the Manager’s Review on page 8.
Investment valuation risk
The Board will track the investment valuation risk inherent in the Company’s portfolio on the
risk register that will be reviewed quarterly. It maintains an appropriate spread of risk and
ensures full and timely access to relevant information from the Manager. The Company does
not use derivative instruments to hedge against market risk. The equity of the Company’s
unquoted investee companies are not traded and, as such, their prices are more uncertain
than those of more frequently traded stocks.
Investment valuations are derived from investee company valuations, which in turn are
typically calibrated with revenue multiples.
Liquidity risk
The Company’s financial instruments may include investments in unlisted equity
investments which are not traded in an organised public market, and require a mid to long
term commitment, which generally may be illiquid. The Company retains a portion of the
portfolio in cash in order to finance new investment opportunities.
19. Capital management policies and procedures
The Company’s capital management objectives are:
• to ensure that it will be able to continue as a going concern;
• to satisfy the relevant HMRC requirements; and
• to maximise the income and capital return to its shareholders.
As a VCT, the Company must hold at least 80% of its assets by value in Qualifying Investments
by the second anniversary of the end of the accounting period in which the Company issued
the shares. In addition, at least 30% of all new funds raised by the Company must be invested
in Qualifying Investments within 12 months of the end of the accounting period in which the
Company issued the shares. Qualifying Investments will be made in companies which are
carrying out a qualifying trade, and have a permanent establishment in the UK, although
some may trade overseas.
The Company will target an annual dividend equivalent to 5% of its net asset value, and
special dividends, where appropriate, from the proceeds of successful exits of portfolio
companies that are not reinvested. It is envisaged that dividends will be paid from 2026
onwards and will be subject to the existence of realised profits, legislative requirements, and
the available cash reserves of the Company.
6 July 2023 Guinness VCT Annual Report and Financial Statements 51
6 July 2023 Guinness VCT Annual Report and Financial Statements 52
20. Post balance sheet events
Non-adjusting event
Subsequent to the period-end, the redeemable preference shares were paid up, fully
redeemed and subsequently cancelled on 4 May 2023.
Since 31 March 2023, the Company has completed the following investment transactions:
• Investment of £350,099.64 in Baby Mori Limited;
• Investment of £199,999.80 in Dragonfly Technology Solutions Limited;
• Investment of £349,999.80 in Fable Data Limited;
• Investment of £349,999.80 in GSS (NI) Limited; and
• Investment of £349,995.60 in Maestro Media Limited.
21. Contingencies, guarantees and financial commitments
Under the terms of the Investment Management Agreement, the running expenses of the
Company which are provided for in an annual budget approved by both the Board and
the Manager are restricted to a maximum of 3.50% of the net asset value of the Company.
Such excess, if occurred, is either to be paid by the Manager or to be refunded by way of a
reduction to its annual investment management fee.
The running expenses incurred in the period were 1.17% of the net asset value as at 31 March
2023.
There were no other contingencies or guarantees as at 31 March 2023.
22. Related parties
The Company retains Guinness Asset Management Limited as its Manager. Details of the
agreement with the Investment Manager are set out on pages 15 to 16.
The remuneration and shareholdings of the Directors, who are key management personnel of
the Company, is disclosed in the Directors’ Remuneration Report on pages 34 to 35.
23. Geographical analysis
The operation of the Company is wholly in the United Kingdom.
6 July 2023 Guinness VCT Annual Report and Financial Statements 52
6 July 2023 Guinness VCT Annual Report and Financial Statements 53
Directors (all non-executive)
Ewen Hamilton Gilmour (Chair)
Joanna Lesley Santinon
Andrew Everard Martin Smith
All of:
Registered Office at
18 Smith Square
London, SW1P 3HZ
Secretary and Administrator
The City Partnership (UK) Limited
The Mending Rooms,
Park Valley Mills
Meltham Road
Huddersfield, HD4 7BH
VCT Tax Adviser
Philip Hare & Associates LLP
6 Snow Hill
London, EC1A 2AY
Auditor
BDO LLP
55 Baker Street
London, W1U 7EU
Solicitors
Howard Kennedy LLP
No.1 London Bridge
London, SE1 9BG
Sponsor
Howard Kennedy Corporate Services LLP
No.1 London Bridge
London, SE1 9BG
Registrars and Receiving Agent
The City Partnership (UK) Limited
The Mending Rooms,
Park Valley Mills
Meltham Road
Huddersfield, HD4 7BH
Manager and Promoter
Guinness Asset Management Limited
18 Smith Square
London, SW1P 3HZ
DIRECTORS AND ADVISORS
6 July 2023 Guinness VCT Annual Report and Financial Statements 53
6 July 2023 Guinness VCT Annual Report and Financial Statements 54
NOTICE IS HEREBY GIVEN that the first annual general meeting of Guinness VCT plc (“the
Company”) will be held at noon on 30 August 2023 at 18 Smith Square, London, SW1P 3HZ for
the purposes of considering and, if thought fit, passing the following resolutions, resolutions 1 to
9 as ordinary resolutions and resolutions 10 and 11 as special resolutions.
It is the Board’s opinion that all resolutions are in the best interests of shareholders as a
whole and the Board recommends that shareholders should vote in favour of all resolutions.
Any shareholder who is in doubt as to what action to take should consult an appropriate
independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all your shares in the Company, please forward this document to
the purchaser, transferee, stockbroker or other agent through whom the sale or transfer was
effected, for transmission to the purchaser or transferee.
If you are unable to attend in person, please consider viewing the live stream of the AGM which
the Board has arranged. To do so, please send an email to vct@guinnessfunds.com stating your
wish to view the live stream. You will then be sent access details. The deadline for requesting
access to the stream is 23 August 2023.
The Board also encourages the submission, by those who are unable to attend in person, of
questions on either the Company or the portfolio to the Board via email to vct@guinnessfunds.
com by 23 August 2023, being one week prior to the date of the AGM. Answers will be published
on the Company’s website at the time of the AGM.
Ordinary resolutions
1. To receive and adopt the Directors’ Report and Financial Statements of the Company for the
period ended 31 March 2023 together with the Independent Auditor’s Report thereon.
2. To approve the Directors’ Remuneration Policy.
3. To approve the Directors’ Remuneration Report for the period ended 31 March 2023..
4. To appoint BDO LLP as auditor of the Company from the conclusion of the AGM until the
conclusion of the next AGM of the Company to be held in 2024 at which financial statements
are laid before the Company.
5. To authorise the directors to fix the remuneration of the auditor.
6. To elect Ewen Gilmour as a director of the Company in accordance with the Articles of
Association.
7. To elect Joanna Santinon as a director of the Company in accordance with the Articles of
Association.
GUINNESS VCT plc
(REGISTERED IN ENGLAND AND WALES WITH REGISTERED NUMBER
14220882)
NOTICE OF ANNUAL GENERAL MEETING
6 July 2023 Guinness VCT Annual Report and Financial Statements 54
6 July 2023 Guinness VCT Annual Report and Financial Statements 55
8. To elect Andrew Martin Smith as a director of the Company in accordance with the Articles
of Association and the Listing Rules.
9. That, the Directors be and hereby are generally and unconditionally authorised in
accordance with Section 551 of the Companies Act 2006, as amended, (the “Act”) to exercise
all of the powers of the Company to allot shares in the Company or to grant rights to
subscribe for or to convert any security into shares in the Company up to an aggregate
nominal value of £250,000, representing approximately 562% of the issued share capital of
the Company as at 6 July 2023, being the latest practical date prior to publication of this
document, provided that the authority conferred by this Resolution 9 shall expire at the
conclusion of the Company’s next annual general meeting or on the expiry of fifteen months
following the passing of this Resolution 9, whichever is the later (unless previously renewed,
varied or revoked by the Company in general meeting).
Special resolutions
10. That, the Directors be and hereby are empowered pursuant to Section 570(1) of the Act to
allot or make offers or agreements to allot equity securities (which expression shall have
the meaning ascribed to it in Section 560(1) of the Act) for cash pursuant to the authority
given in accordance with Section 551 of the Act by Resolution 9 above as if Section 561 of the
Act did not apply to such allotments, provided that the power provided by this Resolution
10 shall expire at the conclusion of the Company’s next annual general meeting or on the
expiry of fifteen months following the passing of this Resolution 10, whichever is the later
(unless previously renewed, varied or revoked by the Company in general meeting).
11. That, the Company be and is hereby authorised to make one or more market purchases
(within the meaning of section 693(4) of the Act) of Ordinary shares provided that:
(i) the maximum aggregate number of Ordinary shares authorised to be purchased is
an amount equal to 14.99% of the issued Ordinary shares;
(ii) the minimum price which may be paid for an Ordinary share is their nominal value;
(iii) the maximum price which may be paid for an Ordinary share, exclusive of expenses,
is an amount equal to the higher of (i) 105% of the average of the middle market
prices shown in the quotations for an Ordinary share in the Daily Official List of the
London Stock Exchange for the five Business Days immediately preceding the day
on which that Ordinary share is purchased; and (ii) the amount stipulated by Article
5(6) of Market Abuse Regulation;
(iv) unless renewed, the authority hereby conferred shall expire either at the conclusion
of the annual general meeting of the Company following the passing of this
Resolution 11 or on the expiry of fifteen months from the passing of this Resolution
11, whichever is the later, save that the Company may, prior to such expiry, enter into
a contract to purchase Ordinary shares which will or may be completed or executed
wholly or partly after such expiry.
By order of the Board
The City Partnership (UK) Limited
Company Secretary
6 July 2023
6 July 2023 Guinness VCT Annual Report and Financial Statements 55
6 July 2023 Guinness VCT Annual Report and Financial Statements 56
Entitlement to vote
The right to vote at the Annual General
Meeting is determined by reference to the
register of members 48 hours before the time
of the Annual General Meeting. Accordingly,
to be entitled to vote, Shareholders must be
entered in the register of members by noon on
28 August 2023.
Appointment of proxies
1. As a member of the Company, you are
entitled to appoint a proxy to exercise all or
any of your rights to attend, speak and vote
at the Annual General Meeting.
For this purpose, you may use the Form of
Proxy which will have been sent to you unless
you opted for electronic communications. As
an alternative to completing the hard copy
Form of Proxy, Shareholders can appoint a
proxy electronically on-line, as explained below.
If you opted for electronic communications,
then you will have been sent an email which
includes information on how to appoint a proxy
electronically on-line.
You can only appoint a proxy using the
procedures set out in these notes.
2. A proxy does not need to be a member of
the Company. Details of how to appoint the
chairman of the meeting or another person
as your proxy using the Form of Proxy are
set out in these notes.
3. You may appoint more than one proxy
provided each proxy is appointed to
exercise rights attached to different shares.
You may not appoint more than one proxy
to exercise rights attached to any one share.
To appoint more than one proxy, please
complete a Form of Proxy for each proxy
specifying which of your shares the proxy
will be acting in respect of.
4. If you do not give your proxy an indication
of how to vote on the resolutions, your
proxy will vote or abstain from voting at his
or her discretion. Your proxy will vote (or
abstain from voting) as he or she thinks fit
in relation to any other matter which is put
before the meeting.
Appointment of proxy using hard copy Form
of Proxy
5. These notes explain how to direct your
proxy to vote on the resolutions or withhold
their vote. To appoint a proxy using the
Form of Proxy, the form must be:
• completed and signed;
• sent or delivered to The City Partnership
(UK) Limited, The Mending Rooms, Park
Valley House, Park Valley Mills, Meltham
Road, Huddersfield HD4 7BH; and
• received by The City Partnership (UK)
Limited no later than noon on 28 August
2023 in respect of the Annual General
Meeting or, if the meeting is adjourned,
by no later than 48 hours prior to the
adjourned Annual General Meeting.
In the case of a member which is a company,
the Form of Proxy must be executed under
its common seal or signed on its behalf by an
officer of the company or an attorney for the
company.
Any power of attorney or any other authority
under which the Form of Proxy is signed (or a
duly certified copy of such power or authority)
must be included with the Form of Proxy.
Electronic appointment of proxies
6. As an alternative to completing the hard
copy Form of Proxy, you can appoint a
proxy electronically via the registrar’s on-
NOTES
6 July 2023 Guinness VCT Annual Report and Financial Statements 56
6 July 2023 Guinness VCT Annual Report and Financial Statements 57
line Proxy Voting App which may be found
by copying https://proxy-guinness.cpip.io
into your browser. You will need your City
Investor Number (CIN) and your Access
Code which may be found either on the
Form of Proxy or in the email sent to you.
For an electronic proxy appointment to be
valid, your appointment must be received by
The City Partnership (UK) Limited no later than
48 hours prior to the time of the meeting, i.e.
by noon on 28 August 2023.
Appointment of proxy by joint members
7. In the case of joint shareholders, where
more than one of the joint holders purports
to appoint a proxy, only the appointment
submitted by the most senior holder will
be accepted. Seniority is determined by
the order in which the names of the joint
holders appear in the Company’s register
of members in respect of the joint holding
(the first-named being the most senior).
Changing proxy instructions
8. To change your proxy instructions simply
submit a new proxy appointment using the
methods set out above. Note that the cut-
off time for receipt of proxy appointments
(see above) also applies in relation to
amended instructions; any amended proxy
appointment received after the relevant
cut-off time will be disregarded.
Where you have appointed a proxy using the
hard copy Form of Proxy and would like to
change the instructions using another hard
copy Form of Proxy, please contact The City
Partnership (UK) Limited, The Mending Rooms,
Park Valley House, Park Valley Mills, Meltham
Road, Huddersfield HD4 7BH.
If you submit more than one valid proxy
appointment, the appointment received last
before the latest time for the receipt of proxies
will take precedence.
Termination of proxy appointments
9. In order to revoke a proxy instruction you
will need to inform the Company using one
of the following methods:
• By sending a signed hard copy notice
clearly stating your intention to revoke your
proxy appointment to The City Partnership
(UK) Limited, The Mending Rooms, Park
Valley House, Park Valley Mills, Meltham
Road, Huddersfield HD4 7BH. In the case
of a member which is a company, the
revocation notice must be executed under
its common seal or signed on its behalf by
an officer of the company or an attorney for
the company. Any power of attorney or any
other authority under which the revocation
notice is signed (or a duly certified copy of
such power or authority) must be included
with the revocation notice.
• By sending an e-mail to proxies@city.
uk.com with a signed revocation attached
to the email such that the revocation
would have been valid had it been sent by
ordinary mail. This email address should
not be used for any other purpose unless
expressly stated.
• By amending your proxy vote via the Proxy
Voting App which may be found by copying
https://proxy-guinness.cpip.io into your
browser.
Whichever method is used, the revocation
notice must be received by the Company no
later than noon a.m. on 28 August 2023 in
respect of the Annual General Meeting or, if
the meeting is adjourned, by no later than 48
hours prior to the adjourned Annual General
Meeting.
If you attempt to revoke your proxy
appointment but the revocation is received
after the time specified then, subject to
the paragraph directly below, your proxy
6 July 2023 Guinness VCT Annual Report and Financial Statements 57
6 July 2023 Guinness VCT Annual Report and Financial Statements 58
appointment will remain valid.
Communication
10. Except as provided above, members who
have general queries about the meeting
should contact the Company Secretary
by post at The City Partnership (UK)
Limited, The Mending Rooms, Park Valley
House, Park Valley Mills, Meltham Road,
Huddersfield HD4 7BH, or by email at
enquiries@city.uk.com (no other methods
of communication will be accepted).
You may not use any electronic address
provided either:
• in the notice of the Annual General
Meeting; or
• any related documents (including the Form
of Proxy),
to communicate with the Company for any
purposes other than those expressly stated.
6 July 2023 Guinness VCT Annual Report and Financial Statements 58
6 July 2023 Guinness VCT Annual Report and Financial Statements 59
INTENTIONALLY LEFT BLANK
6 July 2023 Guinness VCT Annual Report and Financial Statements 59
