Annual Financial Report

14 NOVEMBER 2017

NORTHERN VENTURE TRUST PLC

ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED 30 SEPTEMBER 2017

Northern Venture Trust PLC is a Venture Capital Trust (VCT) whose investment adviser is NVM Private Equity LLP.  The trust was one of the first VCTs launched on the London Stock Exchange in 1995.  It invests mainly in unquoted venture capital holdings and aims to provide high long-term tax-free returns to shareholders through a combination of dividend yield and capital growth.

Financial highlights (comparative figures as at 30 September 2016):

	2017	2016
Net assets	£76.3m	£77.2m
Net asset value per share	72.6p	80.0p
Return per share after tax:
Revenue	1.8p	1.6p
Capital	1.9p	8.5p
Total	3.7p	10.1p
Dividend per share for the year:
First interim dividend	3.0p	3.0p
Second interim (special) dividend	5.0p	7.0p
Proposed final dividend	3.0p	3.0p
Total	11.0p	13.0p
Cumulative return to shareholders since launch:
Net asset value per share	72.6p	80.0p
Dividends paid per share*	159.5p	148.5p
Net asset value plus dividends paid per share	232.1p	228.5p
Mid-market share price at end of year	71.0p	70.0p
Tax-free dividend yield (based on mid-market share price at end of year):
Excluding special dividend Including special dividend	8.5% 15.5%	8.6% 18.6%

*Excluding proposed final dividend payable on 22 December 2017

For further information, please contact:

NVM Private Equity LLP
Alastair Conn/Christopher Mellor                  0191 244 6000

Website:  www.nvm.co.uk

CHAIRMAN'S STATEMENT

Overview
The past year has been a busy one of consolidation as we continue to adapt to the new VCT rules, building the pipeline of opportunities in earlier stage companies.  The companies exited during the year had already been marked up in value in previous years and so the surplus for the year to September 2017 was lower than the preceding year.  However the strong inflow of cash enabled the board once again to declare a special dividend, this time of 5.0 pence per share paid in June.  The pace of investment increased in the second half with four new VCT-qualifying investments being completed, in addition to the investment reported in the first half.  Two share offers were launched successfully during the year and filled very quickly so we start the new financial year in a position of considerable cash strength to support future investment activities.

Results and dividend
In the year ended 30 September 2017 the company achieved a return after tax of £3,675,000 (2016: £9,571,000), or 3.7 pence per share (2016: 10.1 pence), representing a total return of 4.6% over the opening net asset value (NAV) per share. The NAV per share at 30 September 2017, after deducting dividends paid during the year of 11.0 pence, was 72.6 pence compared with 80.0 pence as at 30 September 2016 as we continued to return cash to shareholders following the successful sale of investments. 

An interim dividend of 3.0 pence per share was paid in June 2017, together with a special dividend of 5.0 pence in recognition of profitable investment realisations.  As previously highlighted, the VCT rules allow only a relatively short six month period for re-investment of such receipts before they become non-qualifying if retained by the company.  The directors propose a final dividend also of 3.0 pence per share, which will be paid on 22 December 2017 to shareholders on the register on 24 November 2017, taking the total dividend in respect of the year to 11.0 pence.  This is the fourteenth consecutive year in which a dividend of at least 6.0 pence has been paid.  A 6.0 pence dividend represents a tax-free yield of 8.5% on the mid-market share price of 71.0 pence at 30 September 2017.

Investment income was higher than in the prior year at £3.0 million (2016: £2.6 million), as a result of positive developments in a number of portfolio companies, which have enabled them to clear significant arrears of interest.  Notwithstanding this one-off positive impact, we continue to expect a downward trend in investment income as the profile of the portfolio shifts towards earlier stage investments in response to the current VCT rules.  This change in the portfolio may also make the flow of realised gains less predictable in the medium to long term and so future dividends are likely to be subject to fluctuation.

Investment portfolio
During the past year, five new VCT-qualifying investments have been completed at a total cost of £3.9 million;  this demonstrates a lower average level of initial investment in portfolio companies than in the past as we expect to support them through various stages of growth in the future with further investments.  Shareholders may recall that the current VCT rules, which were enacted two years ago, removed management buyout transactions from the permitted range of investment activities.  Our focus has necessarily shifted to earlier stage companies requiring capital for the development of new products and markets.  Our investment adviser, NVM, has continued to supplement its early stage investment capability and the flow of attractive opportunities meeting our criteria has been encouraging.

The cash proceeds from venture capital investments sold or repaid amounted to £15.4 million, representing a surplus of £4.0 million over original cost.  The gain recognised during the year relating to the disposals was less significant at £1.6 million, owing to the progress made in several of these exit processes before the start of the year and gains therefore recorded in previous years.  The resulting inflow of cash facilitated the declaration of the special dividend referred to above.

Share issues and buy-backs
In February 2017 we launched a top-up offer of new ordinary shares to raise up to £4.3 million, in conjunction with similar offers by Northern 2 VCT and Northern 3 VCT, which became fully subscribed within 48 hours.  Having reviewed the forecast cash requirements for the forthcoming year and beyond, we also launched a full prospectus offer to raise up to £20.0 million in September 2017.  The demand experienced was again strong and on 16 October 2017 we announced that the latest offer was also fully subscribed.  Priority was given to existing shareholders for a three week period, during which time all applications received from existing shareholders were satisfied in full.  With approximately 40% of the total gross subscription coming from new investors, we welcome almost 800 new shareholders to the register and I would like to record my sincere thanks to all applicants for the strong vote of confidence received.  As a result, we are well positioned both to support existing early stage investee companies which may require further finance to thrive and to exploit new investment opportunities which meet our key criteria of growth potential, strong management and an ability to generate cash in the medium to long term.

Whilst we have maintained flexibility to buy back shares in the market at a 5% discount to NAV, the secondary market has met all selling demand in the year and consequently there were no buy-backs.

In addition to the public offers, 3,175,620 shares were issued during the year under our dividend investment scheme for consideration of £2.3 million, representing around one fifth of the total dividend payments during the year.

VCT qualifying status
The company has maintained its approved venture capital trust status with HM Revenue & Customs.  The company's compliance with the VCT qualifying conditions is closely monitored by the board, who receive regular reports from NVM and from our VCT taxation advisers, Philip Hare & Associates LLP.

VCT legislation
The past two years have seen unprecedented change in the VCT industry.  However I am encouraged that our investment rate in attractive opportunities has been maintained with 13 new investments completed under the new VCT rules, including two investments since the year-end.  By way of a reminder, our portfolio of VCT-qualifying investments acquired before the changes were enacted is not affected by the new legislation, except to the extent that it is no longer possible for us to make follow-on investments in many of those companies. 

More change may yet be on the horizon as the Government assesses the findings of its Patient Capital Review.  The review was commissioned with a remit to identify barriers to access to long-term finance for growing firms in the UK and to assess what changes in Government policy may be needed to improve the supply of funding.  In conjunction with our investment adviser, we have welcomed the opportunity to consult on these important topics and to highlight the considerable support that the VCT industry provides to growing, innovative businesses.

We look forward to the Chancellor's Budget announcement on 22 November and to obtaining further clarity on the future legislative environment for our industry.

Annual general meeting
The 2017 annual general meeting will take place in Edinburgh on Tuesday 19 December 2017.  Details of the formal business of the meeting are set out in a separate circular which is being sent to shareholders with the annual report.  We look forward to meeting shareholders on that occasion.

Outlook
The past year has been another period of adapting as we refine our approach to investment activities under the current rules and assess the evolving political and economic landscapes, including Britain's future relationship with the EU.  Whilst making definitive statements about what lies ahead is inherently difficult, we are confident in the resilience developed to deal with change and remain positive about the future.

Simon Constantine
Chairman

The audited financial statements for the year ended 30 September 2017 are set out below.

INCOME STATEMENT
for the year ended 30 September 2017

	Year ended 30 September 2017			Year ended 30 September 2016
	Revenue  £000	Capital  £000	Total  £000	Revenue  £000	Capital  £000	Total  £000
Gain on disposal of investments	-	1,651	1,651	-	2,398	2,398
Movements in fair value of investments	-	1,072	1,072	-	7,458	7,458
	----------	----------	----------	----------	----------	----------
	-	2,723	2,723	-	9,856	9,856
Income	2,989	-	2,989	2,570	-	2,570
Investment management fee	(407)	(1,222)	(1,629)	(404)	(2,054)	(2,458)
Other expenses	(408)	-	(408)	(397)	-	(397)
	----------	----------	----------	----------	----------	----------
Return on ordinary activities before tax	2,174	1,501	3,675	1,769	7,802	9,571
Tax on return on ordinary activities	(373)	373	-	(240)	240	-
	----------	----------	----------	----------	----------	----------
Return on ordinary activities after tax	1,801	1,874	3,675	1,529	8,042	9,571
	----------	----------	----------	----------	----------	----------
Return per share	1.8p	1.9p	3.7p	1.6p	8.5p	10.1p

BALANCE SHEET
as at 30 September 2017

	30 September 2017  £000	30 September 2016  £000
Fixed asset investments	65,699	73,572
	----------	----------
Current assets:
Debtors	661	369
Cash and deposits	9,981	4,206
	----------	----------
	10,642	4,575
Creditors (amounts falling due within one year)	(81)	(947)
	----------	----------
Net current assets	10,561	3,628
	----------	----------
Net assets	76,260	77,200
	----------	----------
Capital and reserves
Called-up equity share capital	26,256	24,110
Share premium	6,941	2,599
Capital redemption reserve	544	544
Capital reserve	34,150	40,514
Revaluation reserve	5,972	7,360
Revenue reserve	2,397	2,073
	----------	----------
Total equity shareholders' funds	76,260	77,200
	----------	----------
Net asset value per share	72.6p	80.0p

STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2017

	---------------Non-distributable reserves---------------					Distributable reserves		Total
	Share  capital	Share  premium	Capital  redemption  reserve	Revaluation  reserve	Capital  reserve		Revenue  reserve
	£000	£000	£000	£000	£000		£000	£000
At 1 October 2016	24,110	2,599	544	7,360	40,514		2,073	77,200
Return on ordinary activities
after tax for the year	-	-	-	(1,388)	3,262		1,801	3,675
Net proceeds of share issues	2,146	4,342	-	-	-		-	6,488
Dividends paid	-	-	-	-	(9,626)		(1,477)	(11,103)
	----------	----------	----------	----------	----------		----------	----------
At 30 September 2017	26,256	6,941	544	5,972	34,150		2,397	76,260
	----------	----------	----------	----------	----------		----------	----------

STATEMENT OF CHANGES IN EQUITY
for the year ended 30 September 2016

	---------------Non-distributable reserves---------------					Distributable reserves		Total
	Share  capital	Share  premium	Capital  redemption  reserve	Revaluation  reserve	Capital  reserve		Revenue  reserve
	£000	£000	£000	£000	£000		£000	£000
At 1 October 2015	23,775	1,359	228	3,367	47,787		2,432	78,948
Return on ordinary activities
after tax for the year	-	-	-	3,993	4,049		1,529	9,571
Net proceeds of share issues	651	1,240	-	-	-		-	1,891
Shares purchased
for cancellation	(316)	-	316	-	(968)		-	(968)
Dividends paid	-	-	-	-	(10,354)		(1,888)	(12,242)
	----------	----------	----------	----------	----------		----------	----------
At 30 September 2016	24,110	2,599	544	7,360	40,514		2,073	77,200
	----------	----------	----------	----------	----------		----------	----------

STATEMENT OF CASH FLOWS
for the year ended 30 September 2017

	Year ended	Year ended
	30 September 2017	30 September 2016
	£000	£000
Cash flows from operating activities:
Return on ordinary activities before tax	3,675	9,571
Adjustments for:
Gain on disposal of investments	(1,651)	(2,398)
Movement in fair value of investments	(1,072)	(7,458)
(Increase)/decrease in debtors	(292)	(29)
Increase/(decrease) in creditors	(866)	495
	----------	----------
Net cash inflow/(outflow) from operating activities	(206)	181
	----------	----------
Cash flows from investing activities:
Purchase of investments	(6,458)	(10,471)
Sale/repayment of investments	17,054	19,397
	----------	----------
Net cash inflow from investing activities	10,596	8,926
	----------	----------
Cash flows from financing activities:
Issue of shares	6,592	1,899
Share issue expenses	(104)	(8)
Shares purchased for cancellation	-	(968)
Dividends paid	(11,103)	(12,242)
	----------	----------
Net cash outflow from financing activities	(4,615)	(11,319)
	----------	----------
Net increase/(decrease) in cash and cash equivalents	5,775	(2,212)
Cash and cash equivalents at beginning of year	4,206	6,418
	----------	----------
Cash and cash equivalents at end of year	9,981	4,206
	----------	----------

INVESTMENT PORTFOLIO SUMMARY
as at 30 September 2017

Company	Cost £000	Valuation £000	% of net assets by valuation
Fifteen largest venture capital investments:
No 1 Lounges	2,006	3,900	5.1
Entertainment Magpie Group	1,610	3,751	4.9
Buoyant Upholstery	1,674	3,263	4.3
Sorted Holdings	1,808	2,820	3.7
MSQ Partners Group	1,695	2,628	3.4
Lineup Systems	974	2,468	3.2
Biological Preparations Group	2,366	2,067	2.7
IDOX*	238	2,036	2.7
Agilitas IT Holdings	1,662	1,981	2.6
Closerstill Group	1,747	1,902	2.5
Wear Inns	1,640	1,854	2.4
It's All Good	1,205	1,751	2.3
Weldex (International) Offshore Holdings	3,262	1,670	2.2
Love Saving Group	1,204	1,656	2.2
Graza	1,581	1,581	2.1
	----------	----------	-------
	24,672	35,328	46.3
Other venture capital investments:
Volumatic Holdings	1,423	1,555	2.0
CGI Group Holdings	3,818	1,521	2.0
Intuitive Holding	1,674	1,500	2.0
Customs Connect Group	1,406	1,406	1.8
Volo Commerce	1,173	1,173	1.5
Knowledgemotion	1,048	1,048	1.4
Intelling Group	1,048	1,048	1.4
Rockar	874	874	1.1
Axial Systems Holdings	1,004	859	1.1
Vectura Group**	599	750	1.0
AVID Technology Group	715	715	1.0
Haystack Dryers	1,661	706	0.9
Lanner Group	523	699	0.9
Channel Mum	662	662	0.9
Nasstar*	323	597	0.8
Arnlea Holdings	1,305	585	0.8
Contego Fraud Solutions	519	519	0.7
Other investments each valued at less than £500,000	5,198	2,559	3.3
	----------	----------	-------
Total venture capital investments	49,645	54,104	70.9
Listed equity investments	5,181	6,681	8.9
Listed interest-bearing investments	4,901	4,914	6.4
	----------	----------	-------
Total fixed asset investments	59,727	65,699	86.2
	----------
Net current assets		10,561	13.8
		----------	-------
Net assets		76,260	100.0
		----------	-------
* Quoted on AIM
**Listed on London Stock Exchange

BUSINESS RISKS

The board carries out a regular and robust review of the risk environment in which the company operates.  The principal risks and uncertainties identified by the board which might affect the company's business model and future performance, and the steps taken with a view to their mitigation, are as follows:

Investment and liquidity risk:  investment in smaller and unquoted companies, such as those in which the company invests, involves a higher degree of risk than investment in larger listed companies because they generally have limited product lines, markets and financial resources and may be more dependent on their management or key individuals.  The securities of smaller companies in which the company invests are typically unlisted, making them illiquid, and this may cause difficulties in valuing and disposing of the securities.  The company may invest in businesses whose shares are quoted on AIM - the fact that a share is quoted on AIM does not mean that it can be readily traded and the spread between the buying and selling prices of such shares may be wide.  Mitigation:  the directors aim to limit the risk attaching to the portfolio as a whole by careful selection, close monitoring and timely realisation of investments, by carrying out rigorous due diligence procedures and maintaining a wide spread of holdings in terms of financing stage and industry sector.  The board reviews the investment portfolio with the investment adviser on a regular basis.

Financial risk:  most of the company's investments involve a medium- to long-term commitment and many are relatively illiquid.  Mitigation:  the directors consider that it is inappropriate to finance the company's activities through borrowing except on an occasional short-term basis.  Accordingly they seek to maintain a proportion of the company's assets in cash or cash equivalents in order to be in a position to take advantage of new unquoted investment opportunities.  The company has very little direct exposure to foreign currency risk and does not enter into derivative transactions.

Economic risk:  events such as economic recession or general fluctuation in stock markets and interest rates may affect the valuation of investee companies and their ability to access adequate financial resources, as well as affecting the company's own share price and discount to net asset value.  Mitigation:  the company invests in a diversified portfolio of investments spanning various industry sectors, and maintains sufficient cash reserves to be able to provide additional funding to investee companies where appropriate.

Stock market risk:  some of the company's investments are quoted on the London Stock Exchange or AIM and will be subject to market fluctuations upwards and downwards.  External factors such as terrorist activity can negatively impact stock markets worldwide.  In times of adverse sentiment there may be very little, if any, market demand for shares in smaller companies quoted on AIM.  Mitigation:  the company's quoted investments are actively managed by specialist advisers and the board keeps the portfolio under ongoing review.

Credit risk:  the company holds a number of financial instruments and cash deposits and is dependent on the counterparties discharging their commitment.  Mitigation:  the directors review the creditworthiness of the counterparties to these instruments and cash deposits and seek to ensure there is no undue concentration of credit risk with any one party.

Legislative and regulatory risk:  in order to maintain its approval as a VCT, the company is required to comply with current VCT legislation in the UK, which reflects the European Commission's State aid rules.  Changes to the UK legislation or the State aid rules in the future could have an adverse effect on the company's ability to achieve satisfactory investment returns whilst retaining its VCT approval.  Mitigation:  The board and the investment adviser monitor political developments and where appropriate seek to make representations either directly or through relevant trade bodies.

Internal control risk:  the company's assets could be at risk in the absence of an appropriate internal control regime.  Mitigation:  the board regularly reviews the system of internal controls, both financial and non-financial, operated by the company and the investment adviser.  These include controls designed to ensure that the company's assets are safeguarded and that proper accounting records are maintained.

VCT qualifying status risk:  While it is the intention of the directors that the company will be managed so as to continue to qualify as a VCT, there can be no guarantee that this status will be maintained.  A failure to continue meeting the qualifying requirements could result in the loss of VCT tax relief, the company losing its exemption from corporation tax on capital gains, to shareholders being liable to pay income tax on dividends received from the company and, in certain circumstances, to shareholders being required to repay the initial income tax relief on their investment.  Mitigation:  the investment adviser keeps the company's VCT qualifying status under continual review and its reports are reviewed by the board on a quarterly basis.  The board has also retained Philip Hare & Associates LLP to undertake an independent VCT status monitoring role.

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 they have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

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 of the company for the year.

In preparing the financial statements, the directors are required to (i) select suitable accounting policies and then apply them consistently;  (ii) make judgements and estimates that are reasonable and prudent;  (iii) state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;  and (iv) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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 have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the directors are also responsible for preparing a directors' report, strategic report, directors' remuneration report and corporate governance statement that comply with that law and those regulations.

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website.  Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

DIRECTORS' RESPONSIBILITY STATEMENT IN RELATION TO THE ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2017

The directors have confirmed that to the best of their knowledge (i) taken as a whole the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company, and (ii) the strategic report and directors' report include a fair review of the development and performance of the business and the position of the company, together with a description of the principal risks and uncertainties that they face.  The directors consider that the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's position and performance, business model and strategy.

The directors of the company at the date of this announcement were Mr S J Constantine (Chairman), Mr N J Beer, Mr R J Green, Mr T R Levett, Mr D A Mayes and Mr H P Younger.

OTHER MATTERS

The above summary of results for the year ended 30 September 2017 does not constitute statutory financial statements within the meaning of Section 435 of the Companies Act 2006 and has not been delivered to the Registrar of Companies.  Statutory financial statements will be filed with the Registrar of Companies in due course;  the independent auditor's report on those financial statements under Section 495 of the Companies Act 2006 is unqualified, does not include any reference to matters to which the auditor drew attention by way of emphasis without qualifying the report and does not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

The calculation of the revenue and capital return per share is based on the return on ordinary activities after tax for the year and on 100,330,704 (2016 95,009,513) ordinary shares, being the weighted average number of shares in issue during the year.

The calculation of the net asset value per share is based on the net assets at 30 September 2017 divided by the 105,026,156 (30 September 2016 96,440,979) ordinary shares in issue at that date.

The proposed final dividend of 3.0 pence per share for the year ended 30 September 2017 will, if approved by shareholders, be paid on 22 December 2017 to shareholders on the register at the close of business on 24 November 2017.

The full annual report including financial statements for the year ended 30 September 2017 is expected to be posted to shareholders on 21 November 2017 and will be available to the public at the registered office of the company at Time Central, 32 Gallowgate, Newcastle upon Tyne NE1 4SN and on the NVM Private Equity LLP website, www.nvm.co.uk.

Neither the contents of the NVM Private Equity LLP website nor the contents of any website accessible from hyperlinks on the NVM Private Equity LLP website (or any other website) is incorporated into, or forms part of, this announcement.

---