
The Finance Act 2018 introduced a “risk-to-capital”
condition for qualifying investments, designed to
focus investments towards earlier stage, growing
businesses, and away from investments which could
be regarded as lower risk. The Board is satisfied that
the Company’s investment policy is in line with this
“risk-to-capital” condition.
The investment policy, as approved by shareholders
on 19 January 2018, is set out below and includes
the sections titled Investment Policy, Qualifying
Investments, Non-Qualifying Investments, Risk
Management, Borrowing and Changes to the
Investment Policy:
Investment Policy
The Company’s investment objective is to provide
shareholders with an attractive income and capital
return by investing its funds in a portfolio of both
unquoted and AIM/AQSE quoted UK companies
which meet the relevant criteria under the VCT rules.
The Company will target well managed businesses
with strong leadership that can demonstrate
established and proven propositions and which are
seeking an injection of growth capital to support
their continued development.
At least the minimum required percentage of the
Company’s assets will be invested in qualifying
investments as required by the VCT rules, with the
remainder held in cash and money market securities.
Qualifying Investments
Compliance with required rules and regulations is to
be considered with all investment decisions made.
The Company is further monitored on a continual
basis to ensure compliance.
Non-Qualifying Investments
An active approach is taken to manage any cash held,
both prior to its investment in qualifying companies
and in relation to any remaining cash after expenses
and all investment qualification targets in the VCT
rules have been satisfied. Any cash invested in non-
qualifying investments is done so in accordance
with VCT rules. The majority of cash held pending
investment in VCT-qualifying securities is held in
interest bearing instant access, short-notice bank
accounts and money market funds.
Risk Management
The Directors control the overall risk of the portfolio
by ensuring that the Company has exposure to a
diversified range of unquoted and AIM/AQSE quoted
companies. In order to limit risk in the portfolio that
is derived from any particular investment accounting
for too much of the fund, as per HMRC VCT rules, no
more than 15% of the portfolio by VCT value will be
in any one investment at the point of investment or
when an addition is made to an existing investment.
Further, investments may also be made by way of
loan stock and/or redeemable preference shares as
well as ordinary shares to generate income, whilst
ensuring compliance with whatever VCT rules apply
at the time.
Key Information Document
The EU PRIIPs regulations came into effect in
January 2018. The intent of the regulations is to
increase customer protection by improving the
functioning of financial markets and in this instance
through the Key Information Document (“KID”)
which provides shareholders with more information
about the risks, potential returns and charges within
VCTs. Although well intended, there were widespread
concerns about the application of some aspects of
the prescribed methodologies to VCTs. Specifically,
there were concerns that:
1.
the risk indicator in the KID (a number on a scale
of 1 to 7, with 1 being “lower risk” and 7 being
“higher risk”) may have understated the level of
risk; and
2.
investment performance scenarios included in
the KID may have indicated future returns for
shareholders that were too optimistic.
In what is one of the first examples of the Financial
Conduct Authority (“FCA”) confirming UK divergence
from EU rules following Brexit, revised requirements
for what information should be included in a KID
were published in March 2022 and these came into
full effect on 31 December 2022. Amongst other
changes, these revised requirements addressed both
of the concerns highlighted above by:
1.
stating that a VCT must have a risk indicator of 6
or 7 (on the same scale of 1 to 7); and
2.
replacing the investment performance scenarios
included with text describing:
a)
what the investment risks are and what an
investor could get in return;
b)
what could affect an investor’s return
positively; and
c)
what could affect an investor’s return
negatively.
As before, the Company is required to publish a KID
and retail investors must be directed to this before
buying shares in the Company. The KID is published
on the Company website www.senecavct.co.uk/
current-offer/. The KID has been prepared using the
methodology prescribed in the FCA’s guidance.
The Board is aware of the new regulations regarding
the KID and has produced a revised KID in line with
the new Regulations. The Board recommends that
shareholders continue to classify VCTs as a high-risk
investment.
Borrowing
Whilst the Board does not intend that the Company
will borrow funds (other than to manage short term
cash requirements), the Company is entitled to do
so subject to the aggregate principal amount, at the
time of borrowing, not exceeding 25% of the value
of the adjusted capital and reserves of the Company
(being, in summary, the aggregate of the issued share
capital, plus any amount standing to the credit of
the Company’s reserves, deducting any distributions
declared and intangible assets and adjusting for any
Seneca Growth Capital VCT Plc
07
Annual Report & Financial Statements for the year ended 31 December 2023
STRATEGIC REPORT