Correction: Half-year report and dividend declaration

The dividend record date has been corrected to say 3 December 2021. All other information provided is correct.

Octopus Titan VCT plc (“Titan” and “the Company”)

Unaudited half-yearly report for the six months ended 30 June 2021

Company number: 06397765

Today the Company announces the half-yearly results for the six month period to 30 June 2021 as below.

These results were approved by the Board of Directors on 28 September 2021.

You may view the Half-yearly Report in full at octopustitanvct.com shortly. All other statutory information will also be found there.

Octopus Titan VCT plc is a venture capital trust (‘VCT’) which aims to provide shareholders with attractive tax-free dividends and long-term capital growth by investing in a diverse portfolio of predominantly unquoted companies. The Company is managed by Octopus Investments Limited (‘Octopus’ or ‘Portfolio Manager’) and Octopus AIF Management Limited (the ‘Manager’).

Financial Summary

^*Calculated as the change in NAV in the period plus dividends paid in the period.

^**Calculated as total return/opening NAV.

^***This includes an interim dividend of 2.0p per share supplemented by a special dividend of 6.0p per share, and will be paid on 20 December 2021 to shareholders on the register as at 3 December 2021.

Chairman’s Statement

I am pleased to present the unaudited half-yearly report for Octopus Titan VCT (‘Titan’) for the six months ended 30 June 2021.

The Net Asset Value (‘NAV’) at 30 June 2021 was 113.9p which, adjusting for dividends paid, represents a 19.9p (20.5%) increase from 31 December 2020 and a 8.4p (8.0%) increase since the last released NAV on 23 April 2021. The Total Value (NAV plus cumulative dividends paid per share since launch) at the end of the period was 197.9p (31 December 2020: 178.0p). The tax-free annual compound return for the original shareholders since Titan’s launch in October 2007 is now 5.8%.

Despite the challenges in the macro environment, we were pleased to raise £120 million in our most recent fundraise which closed on 3 March 2021, and, on 18 June 2021, we announced our intention to launch a new offer in the near future. As of 30 June 2021, we have uninvested cash reserves of £220 million to allow us to support our existing portfolio of more than 90 companies, as well as make new investments into early-stage, high growth businesses which we believe embody the objectives of the VCT scheme.

In the six months to 30 June 2021, we have utilised £125 million of our cash resources, comprising £52 million in new and follow-on investments, £25 million in dividends, £16 million in share buybacks and £32 million in investment management fees and other running costs (of which £18 million was the 2020 performance incentive fee). Together, this utilised 53% of our cash and cash equivalents at 31 December 2020.

Investment Portfolio Review

I am pleased to report a net uplift in the value of the portfolio of £286 million since 31 December 2020, excluding additions and disposals, representing a 35% return on the value of the portfolio at the start of the year. Octopus and the Board engaged our auditors, BDO, to undertake a review of the valuations of the largest 25 holdings by value, similar to the review process conducted across the entire portfolio at the previous year end, and we have considered their comments in determining the NAV at 30 June 2021. We set out below the cost and valuation of the top ten holdings which account for over 55% of the value of the portfolio.

^*In the case of Amplience, it reflects the amount invested from Titan’s 1-5 before the 2014 merger and from Titan after the merger. This is different to the book cost which includes the holding gains and losses on assets which transferred from Titans 1, 3, 4 and 5 to Titan 2 (now Titan) during the merger, as Titan received these assets at fair value.

During the six months, the uplift in valuation has been driven by the strength of performance of a number of companies in the portfolio, including in particular, Bought By Many, Cazoo, Chronext, Depop, Permutive and WaveOptics. Collectively, 40 investee companies drove an uplift of £323 million, including valuation uplifts on companies disposed of in the period. Many of our portfolio companies have made great progress over this period and hit exciting milestones, including launching new partnerships, entering new markets and rolling out new products. For example, Bought By Many raised $350 million of additional funding at a valuation of $2 billion in June, and (post period end) Cazoo listed on the New York Stock Exchange in August, valuing the group at $8 billion, both incredible achievements. Titan first invested in Cazoo in November 2018 and the value of our holding has increased by more than 24 times based on the value of the business upon its listing in August.

Titan has also benefitted from an impressive number of exits during the period including: Skew being sold to Coinbase Global Inc. in April; the acquisition of WaveOptics by Snap Inc. for over $500 million in May; and in June Depop announced its acquisition by Etsy for $1.625 billion (which completed in July) and Semafone was majority acquired by Livingbridge enabling Titan to realise its investment, also completing in July. Collectively, these companies received investment of £31 million from Titan and the combined realised consideration totalled £207 million (in cash, shares and/or deferred amounts), with some further details on each below:

• WaveOptics: Titan first invested in WaveOptics in December 2015 and then further in 2017 and 2018 to support the company’s design and development of a set of components for use in Augmented Reality (AR) glasses that allow for the creation of AR displays. Its acquisition by Snap Inc, best known for its mobile application Snapchat, represented one of the UK’s largest ever deep tech acquisitions in history;
• Depop: Etsy, the e-commerce company focussing on handmade and vintage items, acquired Depop, a mobile-first marketplace connecting those looking to buy and sell streetwear, for $1.625 billion to enhance its offering as the resale home for Gen Z consumers. Titan first invested in Depop in January 2018 and further invested in 2019;
• Skew: Titan invested in Skew, which has built a data and trading platform to help financial institutions participate in the crypto market, in 2020 and it was acquired by Coinbase Global Inc., an early client; and
• Semafone: The leading provider of Payment Card Industry Data Security Standard compliance solutions for payment and data security for call and contact centres, first received investment from Titan in 2010 and undertook a number of further funding rounds. Titan’s investment was realised through the company’s transaction with Livingbridge at a valuation equal to 8.5x our initial investment price. Post period end, we also saw the exit of Conversocial to Verint Systems Inc. for $50 million in August.

Conversely, as is to be expected when investing in early-stage companies, 31 companies saw a collective decrease in valuation of £37 million. The significant contributors were Trouva, Dead Happy, Property Partner, Stackin and Streetbees where trading performance has been more challenging for various reasons, including, in some cases, the sector being affected by the Coronavirus pandemic and/or adapting to Brexit legislation changes. 12 of these 31 companies saw a reduction in value of 5% or less, typically due to fluctuations in the FX rates or net cash levels in the companies. Octopus believes that a number of these businesses have the potential to overcome the issues they face and return to their ambitious growth plans and continues to work with these companies to help them achieve their ambitions. Where appropriate, this will include providing further funding to ensure the business has sufficient capital to execute on its strategy.

Unfortunately, having been unsuccessful in securing further funding and having explored and exhausted all other options, Systum Inc. was placed into liquidation in the period. Slightly out of the reporting period, Titan also realised its investments in Mush, through a sale to Mumsnet, and Property Partner was acquired by Better HoldCo Inc. both at a loss, but these transactions will allow the businesses to continue and potentially thrive under new corporate ownership. The disposal value of these holdings was reflected in the period end valuations. While it is disappointing to see unprofitable realisations in the portfolio, we continue to expect some such losses when making investments into early stage, high risk, but potentially high growth businesses and remain confident that the high performers in the portfolio should outweigh the failures.

Turning to investments made during the six months to 30 June 2021, £46.5 million was invested into 10 new companies and £5.9 million was invested in seven follow-on investments into existing portfolio companies. At the year end, the portfolio comprised 91 technology or tech-enabled companies, across the five investment focussed pods.

We have been pleased to welcome the following companies to the portfolio during the period:

• Avione, which aims to help retail investors create wealth by giving them the ability to invest into a leveraged long-term portfolio of public equities;
• CoMind, which is building the next generation non-invasive Brain Computer Interface;
• Ibex, which has developed a clinical-grade, artificial intelligence-based solution for rapid, accurate, and objective cancer diagnostics and analysis in histopathology (the microscopic study of tissue with the aim of informing a medical diagnosis);
• iSize, a software platform to optimise video quality while substantially reducing the video size and therefore bandwidth making it cheaper and quicker to transmit;
• Legl, a cloud platform offering an operating system for legal businesses;
• Overture, which is developing a suite of products to improve and automate key parts of assisted reproductive technology, which refers to medical procedures used primarily to address infertility;
• Raylo, a subscription-based business for new and refurbished electronic devices, offering insurance and upgrades through the same subscription;
• Sprout.ai, which offers insurers a claims automation and fraud filtering software system;
• Taster, a family of delivery-only restaurant brands bringing unique street foods to European consumers; and
• XYZ Reality, a cloud-based engineering-grade augmented reality software platform and hardware for the construction industry.

Furthermore, since 30 June 2021, eleven new and six follow-on investments have been completed, amounting to £29.5 million. The new investments were into:

• Anansi, delivers automated insurance products for ecommerce businesses;
• Collectv, a fresh food end-to-end supply chain business connecting food-service operators directly with produce suppliers;
• Nanosyrinx, which has used synthetic biology principles to develop a targeted biologic therapeutic delivery platform, opening a new range of targets for drug development;
• Walking on Earth, which is building a holistic health platform for the workforce;
• Integrated Finance, which helps fintech companies connect various parts of their financial services stack through a single integration;
• Mojo Men, a sexual wellbeing platform for men;
• Commazero, an open banking bulk payment system;
• Pngme, which is aiming to be the source of data to build a complete consumer financial profile for banks, fintechs, and credit bureaus;
• Troglo, a digital clinic to address some of the most important and underserved areas for health and wellbeing in the LGBTQIA+ community;
• Hapi, which is aiming to empower every family to build financial freedom for their children and transfer wealth to the next generation in the most seamless, tax efficient manner possible; and
• Imophoron is building a novel vaccine development platform to make vaccines that are stable at temperatures of up to 50°C, tackling the cold-chain problem in the vaccines industry.

Dividends

As shareholders will know, our ambition is to pay an annual dividend of 5.0p per share, supplemented by special dividends when justified through particularly profitable realisations. Following careful consideration, I am pleased to confirm that your Board has now decided to declare an interim dividend of 2.0p (2020 2.0p) per share supplemented by a special dividend of 6.0p per share in respect of the current financial year, which will be paid on 20 December 2021 to shareholders on the register as at 3 December 2021. This represents a tax-free yield of 8% on the opening NAV. The announcement of the payment of a special dividend is a demonstration of the extraordinary performance of some of the portfolio companies and the successful exits which have completed over the period.

If you are one of the 27% of shareholders who take advantage of the Dividend Reinvestment Scheme (DRIS), your dividend will be receivable in Titan shares. This is an excellent way for those of you who prefer the capital value of your investment to grow to achieve your investment objectives.

As shareholders will be aware, since inception, we have paid 84p in dividends per share, excluding the interim and special dividends mentioned above. After undertaking a review of outstanding dividends, it has shown that there is a significant sum of unclaimed dividends. As such, if shareholders are in any doubt whether they have received all dividends due to them, they should visit the Computershare Investor Centre at: www.investorcentre.co.uk. Here you will also be able to view your full dividend history, download dividend confirmations for each dividend paid after 2017, download any income tax certificates (from both dividends and allotments after 2017), view your current dividend preferences and add your bank mandate details if you have not done so already. Alternatively, you can contact Computershare by calling 0370 703 6324.

Principal Risks and Uncertainties

The Board continues to regularly review the risk environment in which Titan operates. There have been no significant changes to the key risks which are fully described on pages 22 to 24 of the Annual Report for the year ended 31 December 2020. The Board does not anticipate there will be significant changes to these risks.

VCT Qualifying Status

PricewaterhouseCoopers LLP (PwC) provides both the Board and Octopus with advice concerning ongoing compliance with HMRC rules and regulations concerning VCTs and have advised that Titan continues to be in compliance with the conditions laid down by HMRC for maintaining approval as a VCT.

As at 30 June 2021, over 92% of the portfolio (as measured by HMRC rules) was invested in VCT-qualifying investments, significantly above the 80% current VCT-qualifying threshold.

Outlook

I am pleased to be able to announce such an impressive uplift in NAV over the last six months, as well as the payment of a special dividend. This is a credit to both the investment team’s experience and the portfolio’s resilience and ability to adapt in rapidly changing circumstances. The Coronavirus pandemic has created an extremely challenging environment, especially in certain sectors such as travel, retail and leisure; however, it has also offered opportunities. This can be seen with the number and range of exciting new investments made, as well as the remarkable array of realisations successfully completed over the past six months, as companies look to enhance their technology offerings, enter new markets or seek better ways to work and do business. As already announced, we intend to issue a prospectus to raise further funds and details are expected to be announced later in the Autumn.

Our most recent fundraising offer, and the completion of the aforementioned successful exits, mean that we have £220 million in cash and cash equivalents as at 30 June 2021. This will allow us to move towards our target for all cash outlays, excluding investments, to be funded by realisations, as well as to continue to support the most promising companies in our portfolio and back the people, ideas and industries that will change the world. To support this ambitious goal, Octopus has increased the investment and operational support team to ensure it continues to be able to make new investments and manage the expanding portfolio appropriately.

As described in the annual report to December 2020, when investing into new companies and some of those already in the portfolio, it was to be expected that Titan would invest along with funds from Octopus’ new Enterprise Investment Scheme (EIS) service, Octopus Ventures EIS, launched in Autumn 2020. In March 2021, the first such co-investment was completed, and as at 30 June 2021, 6 of these co-investments have been made in total, all of which have been into new companies to the portfolio. As a reminder, Titan will retain its pre-emption rights, including rights of first refusal, on all existing holdings. We are pleased with how Octopus is managing this process in accordance with the allocation policy which has been agreed with the Board.

One of the challenges the team faces is the competitive nature of the investment market, as more Venture Capital firms look to enter the early-stage space. New businesses with exceptional management teams and leading technologies regularly receive multiple offers of investment. The pod structure that Octopus has in place, allowing team members to be experts in their specific area of focus, as well as the additional value the Portfolio Talent team can offer to entrepreneurs, puts Octopus in a strong position to be able to stand out in such a competitive market. The diversity and volume of exciting new deals completed in the last six months and the upcoming pipeline of investment opportunities is testament to the work the investment team continues to put into sourcing, securing and working with such business successfully. VCTs have long provided a compelling opportunity for UK investors to provide funding for such businesses in a tax-efficient way, and we look forward to Titan continuing to do so in the coming year.

I would like to conclude by thanking both the Board and the Octopus team on behalf of all shareholders for their hard work, without which our fund would not continue to achieve such performance.

John Hustler
Chairman
28 September 2021

Investment Portfolio

^*Investment cost reflects the amount invested into each investee company from Titan’s 1 – 5 before the 2014 merger and from Titan after the merger. This is different to the book cost which includes the holding gains and losses on assets which transferred from Titan’s 1, 3, 4 & 5 to Titan 2 (now Titan) during the merger, as Titan purchased these assets at fair value.

^**Owns stake in Secret Escapes Limited.

Income Statement

· The ‘Total’ column of this statement is the profit and loss account of the Company; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies.

· All revenue and capital items in the above statement derive from continuing operations.

· The Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds.

Titan has no other comprehensive income for the period.

Balance Sheet

^*Cash held but not yet allotted.

The statements were approved by the Directors and authorised for issue on 28 September 2021 and are signed on their behalf by:

John Hustler
Chairman

Statement of Changes in Equity

^*Reserves available for distribution.

^**This is net of allotment fees of £1.7 million.

^*Reserves available for distribution.

^**This is net of allotment fees of £9.9 million.

^*Reserves available for distribution.

^**This is net of allotment fees of £3.5 million.

Cash Flow Statement

For further information please contact:

Katherine Fyfe
Octopus Company Secretarial Services Limited
+44 (0)20 7710 2800