About Techcelerate Ventures
Tech Investment and Growth Advisory for Series A in the UK, operating in £150k to £5m investment market, working with #SaaS #FinTech #HealthTech #MarketPlaces and #PropTech companies.
Registration number 09799594
Venture Capital
Reinvented.
Draper Esprit Plc Interim Results
for the six months ended 30 September 2020
The future.
Built by entrepreneurs.
We back Europe’s best entrepreneurs. As one of the most active
venture capital firms in Europe, Draper Esprit invests in high growth
technology companies with global ambitions. We fuel their growth
with long-term capital, access to international networks, decades of
experience building businesses and the knowledge that a better future
requires new thinking.
We reinvented venture capital. We don’t just invest in entrepreneurs,
we are entrepreneurs. Our public listing and multi-fund model allow
us to provide entrepreneurs with a more flexible approach to funding,
to back the best teams for longer, and give investors access to a new
asset class.
We are global. The best entrepreneurs will take their companies
beyond Europe. To help them, we are part of the Draper Venture
Network, a global community of 24 independent funds. We have
backed businesses such as Cazoo, N26, Graphcore and Revolut.
Strategic report
Interim results | Six months ended 30 September 2020
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Interim financial highlights
* Reporting threshold – companies with a NAV of £1 million
or more.
Some of the above measures are Alternative Performance
Measures (“APMs”) – see note 21 to the condensed
consolidated interim financial statements for further details.
Financial highlights
Contents
Strategic report
02
Chief Executive’s review
04
Portfolio review
07
Core portfolio updates
11
Interim financial review
13
Directors’ responsibilities statement
Interim financial statements
14
Independent review report to Draper Esprit plc
15
Condensed consolidated interim statement of comprehensive income
16
Condensed consolidated interim statement of financial position
17
Condensed consolidated interim statement of cash flows
18
Condensed consolidated interim statement of changes in equity
20
Notes to the condensed consolidated interim financial statements
35
Glossary
£702m
Gross Portfolio Value, even after
significant cash realisations, of £702m
(31 March 2020: £703m).
£715m
Net asset increased by 8% to £715m
(31 March 2020: £660m).
10%
10% Gross Portfolio Value fair value growth
in the six-month period (six months to 30
September 2019: 12%).
£106m
Cash realisations of £106m
(six months to 30 September 2019:
£23 million).
600p
NAV per share increase to 600p
(31 March 2020: 555p).
£62m
£62m available plc cash, as well as
£39m available from EIS/VCT funds.
£54m
Profit after tax of £54m
(£59m for the six months
to 30 September 2019).
<1%
Operating costs (net of fee income)
continue to be less than the targeted
1% of period-end NAV.
Operational highlights
– Significant realisations during the period
with proceeds of £106m, predominantly
generated by the realisations of Peak
Games and TransferWise (as well as
escrows and partial disposals).
–
Invested £32m in the period into 2 new
companies, Cazoo and Ravelin (and 2 via
our partnership with Earlybird*), and 7
follow-ons (as well as a further 2 through
our partnership with Earlybird*).
– Committed to 2 new seed funds, bringing
the total seed fund of funds portfolio to
22. Total commitments of approximately
£41m, with total drawn of £17m, of which
£3m within the period. The majority
of the remaining commitments will be
drawn over 3-5 years.
–
Increased and extended our revolving
credit facility with SVB and Investec by 1
year to £60m.
Post period-end
– £110m additional gross capital raised by
plc in an oversubscribed placing to new
and existing investors.
– Deployment of £18m post period-end,
including our investment into PrimaryBid.
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Interim results | Six months ended 30 September 2020
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Chief Executive’s review
Overview
The six months to the end of September was my first complete six-month reporting period as CEO, having joined
in November 2019. We entered it hoping for the global pandemic to be short-lived and exited it with governments
worldwide still debating approaches to manage its impact.
When reporting our final results in June, I reflected on our priority
being to support our existing portfolio in this difficult period and to
identify those businesses with strong models which would continue
to succeed and in some cases play an important role in the recovery
of the world from this crisis. We are proud to have done precisely
this, despite the day to day challenges facing our people. I am
deeply grateful for their contribution to helping European VC invent
the future at a time when we all hope for better, soon.
We also reflected on our belief that the recovery from the pandemic
would accelerate the trends that our portfolio businesses focus on,
and there is now plenty of evidence to support this. This, along with
the ongoing rapid expansion of the European VC market, with much
more expansion still to come, encouraged us to raise £110.0 million
post period-end by way of an oversubscribed placing to accelerate
our investment strategy. These funds, along with proceeds from
strong exits in the period, and the availability of the full revolving
debt facility of £60.0 million, will support us as we plan to increase
our rate of investment to c.£120.0 million per annum to capture a
greater share of the technology investment opportunities we see.
We were active in investing and in strengthening our business in a
way which will now support accelerated deployment of capital into
high growth, privately owned technology companies. Our activities
and performance during the period should be viewed through this
lens.
Operating review
We are a scalable platform building the model and infrastructure to
enable us to capture the growing European market opportunities,
whilst maintaining the integrity of our investment process.
We continue to explore ways to scale the co-investment model,
which provides improved access to the best deals and third-party
funds, as well as being a source of management fees. Our platform
enables our investors to access the best deal flow across Europe, via
our fund of funds programme, and across smaller and early stage
investments and larger growth stage deals. Our evergreen model of
a listed vehicle provides additional flexibility to build stakes in the top
performing investments over time.
We continue to believe that the high standards of governance,
oversight, and transparency to which we are held as a result of
our listing are fundamental to our success at a time when the
companies we invest in are increasingly mindful of who they choose
to partner with. In this context, we have continued to implement our
12-month roadmap to progress our ESG journey as detailed below.
We have also continued to invest in best-in-class processes and
capabilities, building on the expansion last year of our Partnership
and Platform teams, as well as our HR, IT and legal functions.
In order to identify, attract and originate the most exciting
technology prospects in Europe, the Group has worked to establish
an internal dual-platform investment process. The Partnership team
focuses on deals, our portfolio companies and their founders, while
the Platform team focuses on optimising deal flow and collaborating
with the entrepreneur community, other investors and the wider
ecosystem. We continue to hire and grow our teams to complement
the knowledge and experience already within the business.
Successful realisations
During the period, we generated £105.6 million of cash through
realisations. The Company has announced fair value uplifts
amounting to £23.0 million with respect to two exits, Peak Games
and TransferWise.
The sale of Peak Games represented a significant return on our
original investment. It also reinforced the value of our partnership
with Earlybird, which provides us with a broader opportunity to
invest in the best European technology companies on behalf of our
shareholders.
The TransferWise disposal highlighted our focus on active
management in the portfolio and was also an excellent example of
a successful secondary transaction that enabled us to generate a
healthy return on our initial investment in a relatively short space of
time.
Investments
Our unique structure enables us to offer funding options to
entrepreneurs at all stages of their growth. We have the flexibility to
back companies through the lifecycle, from seed via our seed funds
strategy to scale-up, through to IPO or acquisition.
In the first six months, we invested at a reduced rate, though
a healthy one in the context of the pandemic, deploying £32.3
million into new and existing portfolio companies (six months to
30 September 2019: £41.5 million). We invested £11.2 million of
primary investment into new portfolio companies, Cazoo and
Ravelin, £17.8 million in follow-ons into existing portfolio companies
(and drawdowns relating to our partnership with Earlybird), and a
further £3.3 million was drawn down as part of our fund of funds
programme.
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Sustainability
Our ESG Committee, established in the previous financial year,
continues to implement our twelve-month roadmap to progress our
ESG journey. This continues to be seen as a key focus by the Board
with regular updates provided to them on progress against the
roadmap by CFO, Ben Wilkinson, sitting as an executive sponsor on
the ESG Committee.
Key activities within the period include the development and
approval of the Group’s Responsible Investment Policy, progression of
the process of mapping our existing portfolio to the UN Sustainable
Development Goals (of which a significant proportion aligned to the
goals), and engagement of an external ESG consultant to support
with training and ESG processes.
Summary
We have used the period to support our portfolio companies, further
strengthen our high-quality portfolio and develop the model to
support us to scale further while maintaining strong discipline over
valuation process and methodology.
Despite the challenges of the pandemic, our investment process
continues to deliver, with a gross fair value increase in the period of
£72.7 million (gross fair value growth of 10%).
As part of the recent capital raising process we set out a clear set
of priorities for deploying further capital. We have a strong portfolio
from which we will back the emerging winners, as well as invest in
new deal flow, and continue to support our seed funds strategy and
Earlybird partnership, via a planned investment in Earlybird Fund VII.
With a stronger balance sheet, we can lead more deals and increase
our average equity holdings over time. We also recognise the
potential opportunity to raise capital alongside company investment
via a growth fund. Third party funds alongside Draper Esprit
investment would provide a greater ability to lead deals and secure
influence and allocation while management fees would provide
additional income to reduce our cost base.
Outlook
We believe there is significant opportunity to deploy further capital
driven by a growing European venture capital market, and an
accelerated transition to digital driven in part by the COVID-19
pandemic. However, we remain mindful of market uncertainty
and increased pressures on the global economy resulting from the
ongoing pandemic. Our unique model positions us well to realise
value for shareholders, even in highly uncertain times, from the fast
growth in European private technology businesses. Our investment
into infrastructure will allow us to scale while maintaining the
discipline for which we have become known.
We have performed well in the first half of the year and we feel well
placed for continuing momentum into the full year.
Martin Davis
Chief Executive Officer
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Portfolio review
During the six-month period ended 30 September 2020, against the backdrop of the continuing uncertainty
resulting from the COVID-19 pandemic, the Group has seen strong exits resulting in the receipt of proceeds of
£105.6 million, mostly generated from the disposal of two core companies, Peak Games and TransferWise. Further
to this, the gross portfolio has returned a 10% fair value growth during the period, and we believe we have good
momentum for the full financial year. The current COVID-19 related environment has accelerated the transition to
digital which in turn is benefiting the business models of much of our portfolio.
Portfolio
As at 30 September 2020, the Gross
Portfolio Value (gross value of the Group’s
investment holding before deductions for
carry and deferred tax) is £702.4 million
(31 March 2020: £702.9 million) following
proceeds of £105.6 million received from
realisations during the period (which reduces
the size of the portfolio), investments of
£32.3 million during the period and a gross
fair value movement of £72.7 million. The
Gross Portfolio Value Table in the Interim
Financial Review provides further detail on
the movements in the portfolio.
Fifteen core holdings represent over 60% of
the Gross Portfolio Value. The core holdings
as at 30 September 2020 are Trustpilot,
Graphcore, UiPath, Ravenpack, M-files,
Aircall, Revolut, Smava, Perkbox, Ledger,
ThoughtMachine, SportPursuit, ICEYE, Aiven,
and, following investments in its Series C
and Series D in the period, Cazoo is now also
a core holding. SportPursuit returns to the
core in this period, while Finalcad was in the
core at 31 March 2020 but falls below the
threshold for the core in this period. Peak
Games and TransferWise were also formerly
core holdings but were fully realised during
the period.
Investments
£32.3 million was invested by Draper Esprit
plc between 1 April 2020 and 30 September
2020. This represents a reduced rate to
our anticipated cadence as the impacts of
the COVID-19 pandemic were assessed. A
further £17.7 million was invested from EIS/
VCT funds. Of the £32.3 million invested
during the period, £11.2 million was invested
in new portfolio companies, £17.8 million was
invested in follow-ons into existing portfolio
companies (and drawdowns relating to our
partnership with Earlybird), and £3.3 million
of this was drawn down within our fund of
funds strategy.
New investments
During the period, plc invested in 2 new
portfolio companies (as well as 2 via our
partnership with Earlybird), both of which
benefit from increased online activity:
– Cazoo - Draper Esprit invested in British
digital used car marketplace, Cazoo,
as part of the company’s £25.0 million
second close of their Series C funding
round and subsequently participated in
Cazoo’s £240.0 million Series D round; and
– Ravelin - Draper Esprit led a US$20.0
million Series C investment round in Ravelin,
a fraud detection company. Ravelin has
pioneered the use of machine learning and
graph network technologies to help online
businesses accept more payments with
confidence. Further investments were also
made from the EIS/VCT funds.
We also invested in a range of new
investments via our partnership with
Earlybird, including Conny GmbH (ex LexFox
GmbH), a Berlin-based Legal Tech company
that enforces consumer rights across multiple
verticals, and Curio Labs Limited, the
London-based company building a global
platform for curated journalism, consumed
over audio.
Follow-on investments
The Group continued to support existing
portfolio companies and made 7 follow-on
investments (as well as 2 via our partnership
with Earlybird), notably:
– Push Doctor - £2.9 million invested into
Push Doctor, providing online doctor and
prescription services in the UK, as an
extension to their Series C round;
– Pollen - £1.3 million invested into Pollen
(formerly Verve), building a global platform
to enable users to discover and buy
aspirational brands from their network;
– Form3 - £0.9 million invested during the
period into Form3, the leading cloud-
native payment and technology provider
for banks and regulated fintechs, as
part of their US$33.0 million strategic
investment round. Alongside the plc, the
EIS/VCT funds invested £3.1 million during
the period; and
– Aircall - £0.8 million invested into Aircall,
the cloud-based call centre software for
teams, as part of a US$65.0 million Series
C round led by DTCP.
Investments made via our partnership
with Earlybird included GetSafe GmbH, a
Heidelberg-based company which uses AI
to manage insurance via smartphones,
and space tech company, Isar Aerospace
Technologies GmbH.
Seed funds
We continue with our fund of funds strategy
allowing us to identify Series A and B
investment opportunities early as well
as supporting seed stage funding across
Europe, with commitments made to 2 new
funds during the period:
– DraperB1 (early stage, Spanish
ecosystem) – Valencia-headquartered
Draper B1 Fund III is the third venture
capital fund intended to invest in
technology-based start-ups in the seed
phase. Draper Esprit has committed
US$0.5 million into the fund; and
– EKA Ventures (early stage, focus on
companies with positive societal impact)
- EKA Ventures invests in consumer
technology companies building a healthy,
inclusive and sustainable economy.
Draper Esprit has committed £1.0 million
into the fund.
Including the 2 new funds during the period,
plc has committed a cumulative total of
approximately £40.6 million to 22 funds with
a total drawn to 30 September 2020 of £16.6
million, of which £3.3 million was drawn
during the current period.
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Interim results | Six months ended 30 September 2020
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Portfolio review continued
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Portfolio
Total
31 March 2020
Invested
Fair Value Movement
£81m
£81m
£37m
£32m
£27m
£23m
£22m
£19m
£19m
£18m
£18m
£17m
£14m
£14m
£13m
£267m
£702m
Gross Portfolio progression — by portfolio company
(£ millions)
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Portfolio review continued
FY19A
$72m
FY20B
$117m
FY21B
$240m
$0m
$50m
$100m
$150m
$200m
$250m
$300m
+62%
+105%
Core
Emerging
31 Mar 18
31 Mar 19
10
21
31 Mar 20
39
15
30 Sep 20
15
52
16
50
0
10
20
30
40
50
70
60
Emerging
Core
62%
38%
September 2019
Invested in the period
Realised in the period
Fair Value Movement
in the period
September 2020
March 2020
£0m
£100m
£200m
£300m
£400m
£500m
£600m
£700m
£800m
£32m
£683m
£703m
£73m
£106m
£702m
Average core portfolio revenues
Number of primary portfolio companies
Core Holdings % of GPV - September 2020
Gross Portfolio Value progression
(£ millions)
Increase
Decrease
Total
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Realisations
Proceeds of £105.6 million were received during the period to 30
September 2020 from the full realisations of our holdings in Peak
Games (via our partnership with Earlybird) and TransferWise, as well
as partial disposals of UiPath (via our partnership with Earlybird)
and escrow proceeds from disposals in previous periods of Clavis and
Podpoint.
We announced our disposal of Peak Games in June 2020, following
confirmation by Zynga Inc that it would enter into an agreement
with Earlybird to acquire Istanbul-based mobile games developer
Peak Games for US$1.8 billion, comprised of approx. US$900.0
million in cash and approx. US$900.0 million of Zynga common
stock. Draper Esprit received the cash tranche and forward sold
the majority of the share tranche. The multiple on exit for the Peak
Games realisation was 3.5x.
The plc sold its remaining share in TransferWise in July 2020 in a
secondary transaction at an equity value of US$5.0 billion. The
multiple on exit for the TransferWise realisation was 3.1x.
Post period-end
Post period-end, we have continued to see a strong pipeline of
investments and have deployed £18.3 million post period-end,
including our investment co-leading PrimaryBid’s Series B round.
PrimaryBid is a technology platform that allows retail investors fair
access to public companies raising capital.
Core portfolio updates
Aircall
Invested: £10.7 million
Investment Valuation: £23.3 million
Aircall is a cloud-based call centre system. It is headquartered in Paris
and New York. It has more than 300 employees, is available in over 80+
countries, with 60,000 users world-wide.
In May 2020, demonstrating the value of the product to provide its
customers with integrations, flexibility, productivity tools, Aircall raised
US$65.0 million in Series C funding, led by DTCP with participation
from new investors Swisscom and Adam Street. Existing investors
including Draper Esprit, eFounders, Balderton Capital and NextWorld
participated in the round. This most recent round brings the company’s
total funding to date to over US$100.0 million and will be used to
expand with more developers, a bigger sales team, and a new office in
Australia.
The company’s new customers include food delivery startup Door
Dash Inc. Aircall is adding features to improve sales and service,
such as features that analyse the emotion in customers voices.
Aiven
Invested: £5.0 million
Investment valuation: £12.8 million
Aiven, the data infrastructure management platform, allows
developers to focus on application building while the platform manages
open-source databases and messaging systems for business clients on
all major cloud platforms. The company operates with 8 open-source
products, 6 Cloud platforms, and covers 87 regions with headquarters
in Boston, Berlin, Sydney, and Helsinki.
The company released Kafka MirrorMaker 2 as a stand-alone service,
enabling enterprises to access the Apache Kafka ecosystem more
easily. In July it announced the launch of Karapace, an open-source
tool that serves as a drop-in replacement for Confluent’s Kafka REST
and Schema Registry. Aiven announced two executive hires, VP of
marketing and VP of sales EMEA to fuel Aiven’s global expansion.
Cazoo
Invested: £10.0 million
Investment valuation: £17.5 million
Cazoo is one the UK’s fastest-growing digital businesses and leading
online car retailers. Launched in 2018 by founder Alex Chesterman,
founder of LoveFilm and Zoopla, the company allows customers
to research and purchase cars online. The cars can be delivered to
customers’ homes or picked up at customer centres with 11 locations
across the UK with 3 more opening shortly.
Draper Esprit initially invested in Cazoo as part of our fund of funds
investment programme via Stride Capital who backed Cazoo in
November 2018. In June 2020, Plc invested directly in the company’s
£25.0 million Series C round, and then participated in their latest £240.0
million Series D round in October 2020. Other investors in the Series D
round include General Catalyst, D1 Capital Partners, and Blackrock,
amongst others.
The company has a team of over 700 employees and growing, and
appointed Fern Wake as COO and Stephen Morana as CFO in June
2020.
Graphcore
Invested: £13.7 million
Investment valuation: £80.5 million
Graphcore, the machine intelligence semi-conductor company,
develops IPUs (Intelligent Processing Units) which enable
unprecedented levels of compute.
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Core portfolio updates continued
In July 2020 the IPU developer launched a new chip, the GC200, and
a new IPU Machine that runs on it, the M2000, which Graphcore says
is the first AI computer to achieve a petaflop of processing power “in
the size of a pizza box.” Post period-end Graphcore released new polar
SDK 1.3, which includes new optimisations and improvements to help
developers run their models faster and more efficiently.
With offices in Bristol, London, Cambridge, Palo Alto, Oslo, Beijing,
Hsinchu, Seoul, New York, Seattle, and Austin, the global company
continues to scale in size, increasing to 450+ employees from its
previously reported +200 employees.
ICEYE
Invested: £7.5 million
Investment valuation: £14.0 million
Commercial radar imaging satellite company, ICEYE, provides imaging
services, designed to deliver frequent coverage, both day and night,
to help clients resolve challenges in sectors such as maritime, disaster
management, insurance, and finance.
During the period, ICEYE raised a US$87.0 million Series C round with
participation from return investors True Ventures, OTB Ventures,
Finnish Industry Investment (Tesi), Draper Esprit, DNX Ventures, Draper
Associates, Seraphim Capital, Promus Ventures and Space Angels.
The funding round was joined by New Space Capital and Luxembourg
Future Fund. The European Investment Fund (EIF) participated both
as advisor to Luxembourg Future Fund and as investor through the
InnovFin For Equity (IFE) programme, which is backed by the European
Commission.
The company has successfully launched 5 satellite missions, starting
with the first ever small SAR satellite launched in January 2018. ICEYE
plans to launch 4 additional SAR satellites this year and is on course to
launch at least an additional 8 in 2021.
The company provides radar imaging data from its commercial
synthetic-aperture radar (SAR) satellite constellation to the
International Charter: Space and Major Disasters for use in monitoring
and response activities. ICEYE provides these images to the Charter’s
Authorised Users to enable wider and more timely information access
for disaster events worldwide. The European Space Agency (ESA) also
announced ICEYE as a data provider under assessment through its
Earthnet Third Party Mission programme.
Ledger
Invested: £17.7 million
Investment valuation: £17.7 million
Ledger, the cryptocurrency and blockchain hardware security wallet
successfully launched the Nano X product and Ledger live companion
software. The Nano X received CSPN (First Level Security Certificate)
certification issued by the National Agency for Information Systems
Security (ANSSI). The Ledger Vault continues to be sold across
Europe, Asia, and the US as an enterprise solution, and the company
is committed to furthering its pursuit of partnerships like the ones
with Engie, the French multinational electric utility business, and
Nomura, to augment the ways in which its technology can support IOT
applications.
The company launched a new capability allowing for crypto assets to
be secured, bought, managed, and exchanged directly through Ledger
Live via its partner Changelly. Ledger also announced support for
Algorand (ALGO) and Algorand Standard Assets (ASA) in its software
application, Ledger Live, bringing the total amount of supported coins
to 27 and more than 1500 tokens.
The company now has 200 global employees working in its Paris, New
York, Hong Kong, and Vierzon bases and 1 million users in over 165
countries with 1.5 million units sold.
M-Files
Invested: £5.0 million
Investment valuation: £27.0 million
Intelligent information management platform, M-Files, organises
customers’ content with the ability to connect to existing network
folders and systems to enhance them with the help of AI to categorise
and protect information.
M-Files was named 2020 Top Rated Enterprise Content Management
(“ECM”) Software by End-Users on TrustRadius. The company received
one of the highest overall rankings, including top scores for product
scalability, and likelihood to renew. It also was named a “Leader” in
the 2020 Nucleus Research Content Manager Value Matrix Report,
which marks the seventh consecutive year that M-Files has achieved
“leader” status earning the highest recognition for both usability and
functionality.
The company has expanded a number of its strategic international
partnerships with Iron Mountain, Fulton Hogan, Devoteam
Management Consulting Denmark, and Fuji Xerox Asia Pacific
Pte LTD. It has also received SOC 3 accreditation, certifying it is in
compliance with the Trust Services Criteria of security, availability and
confidentiality developed by the American Institute of CPAs (AICPA).
Perkbox
Invested: £14.0 million
Investment valuation: £18.6 million
Perkbox is an employee wellbeing platform that provides a unique
employee experience, enriching the personal and working life of
employees. It offers a suite of products including a platform with access
to best-in-class Perks, Recognition, Insights and Medical.
In the period, Perkbox secured new partnerships with Action Aid,
Dakota Hotel, Igloo Energy, and Landmark, while existing partners
Gymshark and Krispy Kreme have enhanced their benefits.
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Ravenpack
Invested: £7.5 million
Investment valuation: £31.9 million
Leading big data analytics provider for financial services, Ravenpack,
products allow clients to enhance returns, reduce risk and increase
efficiency by systematically incorporating the effects of public
information in their models or workflows. RavenPack’s clients include
some of the most successful global hedge funds, banks, and asset
managers.
In October 2019 the business raised a Series B Round of US$10.0 million
from the technology advisory and investment firm GP Bullhound.
Ravenpack has used the funds to expand to Asia, establishing an office
in Sydney, Australia and to diversify their product offering to better
serve corporate customers.
Ravenpack has announced partnerships with both Wall Street Horizon,
a leading provider of market-moving corporate event data, and Cosaic,
a leader in the field of interactive visualization tools. The company has
also launched an Insider Transactions Data Solution and a free 2020
US Election Media Monitoring Insights and free Coronavirus monitoring
insights.
Revolut
Invested: £7.4 million
Investment valuation: £21.9 million
In September 2020 fintech company, Revolut, celebrated 3 years of
business and 500k business customers since its launch in 2017. The
company currently boasts 12 million+ personal customers, is supported
in 35 countries and has 30+ in-app currencies.
In February 2020, Revolut raised a US$500.0 million Series D round
led by TCV, which was subsequently topped up in July by a further
US$80.0 million by TSG Consumer Partners. The funding has enabled
the company to build new products, grow into new markets, enhance
its existing product suite for existing users, and to further develop the
company’s operational infrastructure to support its continued growth.
During the period, Revolut has launched Revolut Jr. for under 17s to
help teach financial literacy and money management to children at a
young age and delivered a number of accounting software integrations
on Revolut Business including Clearbooks, Sage in the UK, QuickBooks
in France, and Bullet in Ireland. Revolut Business perks now include
Indeed, Zipcar, Advertio, PayFit UK, and Covve Scan. The company
also introduced SEPA Instant Euro Transfer on Revolut Business, and
launched in Australia and Japan.
Smava
Invested: £14.5 million
Investment valuation: £18.7 million
Online lending platform, Smava, provides easy access to the best
conditions for consumer loans from more than 25 banks. The company
is the largest specialised loan marketplace in Germany, providing
access to over €3.0 billion a year in loans.
In May, the company secured €57.0 million in financing with debt
from Kreos Capital, along with equity from existing investors Earlybird,
Verdane, Vitruvian Partners and Runa Capital. The platform offers an
overview of 70 loans between €1,000 and €120,000 from over 20 banks
and lending partners. Consumers select the loan that suits them and
take it out directly. On average, Smava borrowers pay about 35 percent
less interest than the German national average.
The company also announced a new partnership with Commerzbank.
SportPursuit
Invested: £5.6 million
Investment valuation: £14.3 million
SportPursuit is a membership-based eCommerce business using data
to inspire consumers to treat themselves to the best products from
the world’s best sports and outdoor brands at unbeatable prices in a
premium, content-rich, personalised environment.
Sales are focused on outdoor, running, snowsports, triathlon, cycling, and
health & wellbeing. The company works with over 1,000 top sport and
outdoor brands like Rapha, Arc’teryx, Garmin, Spyder, and Rab to deliver
market-beating prices to their members-only platform. In addition, the
business has built a portfolio of high-quality, owned brands.
Data is at the heart of every aspect of the business, from recruiting new
customers to delivering 1-2-1 personalised content to their audience.
The proprietary technology platform uses sophisticated algorithms and
artificial intelligence to surprise and delight SportPursuit’s customers,
delivering market leading retention rates and CLTV / CAC.
SportPursuit continues to contribute to the preservation of the great
outdoors through their partnership with Size of Wales which works with
the Welsh Government, partners in Uganda, and experts in Wales to
deliver tree planting programs in Uganda and Kenya. In the last year,
SportPursuit have funded the planting of 100,000 trees.
Thought Machine
Invested: £16.5 million
Investment valuation: £17.4 million
Thought Machine offers cloud native core banking infrastructure to
both incumbent and challenger banks. The company’s technology
provides an alternative more flexible cloud-based solution that can be
configured to provide any product, user experience, operating model or
data analysis capability.
Core portfolio updates continued
10
Strategic report
Interim results | Six months ended 30 September 2020
draperesprit.com
In early 2020, Thought Machine completed an US$83.0 million round
led by Draper Esprit and joined by Lloyds Banking Group, IQ Capital,
Backed and Playfair Capital. In July 2020 Thought Machine extended
the Series B round to US$125.0 million - the US$42.0 million extension
was led by Eurazeo, with British Patient Capital and SEB also joining the
round as new investors. Former HSBC Group COO Andy Maguire joined
as new Chairman in September of this year.
The business’ core offering, Vault, now runs on every major cloud
infrastructure provider including Google Cloud Platform, Amazon Web
Services, Microsoft Azure and IBM Cloud. In addition, Vault can be
deployed on either the bank’s choice of cloud provider, on premise, in a
hybrid cloud using Red Hat OpenShift, or as a SaaS product.
Monese and Curve, the popular pan-European fintechs have
announced they will be adopting Thought Machine’s platform, Vault.
Thought Machine was selected to join the Mastercard StartPath
programme, an industry collaboration which convenes banks,
merchants and startups to scale new technology solutions for the
financial services and payments industries.
The company has also been awarded ISO 27001 certification: a globally
recognised standard for information security practices which covers the
full spectrum of people, processes and technology.
Trustpilot
Invested: £29.7 million
Investment valuation: £80.9 million
Online global review site, Trustpilot, has tracked over 100 million reviews,
of over 400,000 companies since it launched in 2007. With offices
in Copenhagen, London, New York, Denver, Berlin, Melbourne and
Vilnius, Trustpilot’s 750 employees represent more than 40 different
nationalities.
In July, founder Peter Mühlmann announced new initiatives to ‘fight for
trust online’ in his Trust promise. The initiatives, set to be implemented
by the end of 2020, demonstrate Trustpilot’s ongoing commitment to
leading the reviews industry, which remains useful for, and trusted by,
both consumers and businesses.
Trustpilot announced the creation of a new global R&D and Innovation
Hub in Edinburgh, Scotland, to develop new, world-leading technology
that proactively tackles the behaviour that threatens trust online. The
Hub is being supported through a £1.8 million R&D grant from Scottish
Enterprise, bringing new investment into Scotland’s leading digital and
technology sector with the aim to initially create 30 new advanced data
science jobs as well as a number of new local partnerships in Edinburgh
over the course of the next three years.
Uipath
Invested: £10.3 million
Investment valuation: £36.7 million
In July, Uipath, the robotic process automation (RPA) software
company raised a US$225.0 million Series E Round led by Alkeon Capital
Management. Other participants included Accel, Coatue, Dragoneer,
IVP, Madrona Venture Group, Sequoia Capital, Tencent, Tiger Global
and Wellington. At over US$400.0 million in ARR, UiPath is one of the
fastest growing enterprise software companies worldwide.
UiPath earned the number 3 spot on Forbes 2020 Cloud 100, the
definitive ranking of the top 100 private cloud companies in the world.
Published annually by Forbes in partnership with Bessemer Venture
Partners and Salesforce Ventures, the Cloud 100 has recognized UiPath
on the strength of its market leadership, its culture and valuation, and
revenue and growth for the third year in a row. The company was also
named a 2020 CNBC Disruptor 50, and positioned by Gartner, Inc. as a
leader in the 2020 “Magic Quadrant for Robotic Process Automation”.
The company has created a Legal Automation Task Force to drive the
development and implementation of end-to-end legal automation
solutions in legal and compliance departments and corporations and
has launched a virtual streaming solution that allows customers,
prospects, and partners to explore enterprise automation solution
showcases, attend demos and participate in workshops as part of a
fully remote UiPath Immersion Lab experience.
The company has made enhancements to its Business Partner Program
to enable organizations around the world to leverage the power of
hyper automation, and is offering new training, certification, and
marketing programs for business partners through the launch of its
UiPath Services Network (USN). It also announced it would be working
with Deloitte to deliver Deloitte Intelligent Document Processing
(DIDP).
In October, Renzo Taal has joined the Company as Senior Vice
President and Managing Director of EMEA. Renzo joins UiPath from
Salesforce, where he held several international roles and most recently
served as Senior Vice President and General Manager of Asia. UiPath
also appointed former VMware and Microsoft Global Executive,
Thomas Hansen to lead worldwide sales. In response to the COVID-19
pandemic, the company launched a 1-hour Academy Live programme
for children aged 8-13 to learn about software robots and the functions
they can perform.
Core portfolio updates continued
Strategic report
Interim results | Six months ended 30 September 2020
11
draperesprit.com
Interim financial review
The six-month period to 30 September 2020 created challenges brought about by the COVID-19 pandemic but
ultimately contained many bright spots with the initial robustness of the underlying portfolio being reinforced by
enhanced opportunity. At the corporate level we delivered a strong period of cash realisations, increased the size
of the revolving credit facility, and raised further equity to take advantage of the growing opportunities in the
European venture capital market.
We ended the period with a strong liquidity position of £62.1 million
of plc cash (including restricted cash) complemented by £39.2
million of available cash resources from EIS/VCT, £60.0 million
undrawn on the revolving credit facility (increased and extended
by 1 year to £60.0 million in June 2020), as well as proceeds post
period-end of £106.6 million net of fees (£110.0 million gross) from
the fundraise announced in October 2020. During the period, £105.6
million of proceeds were received from exits (including escrows).
Portfolio valuation
The Gross Portfolio Value as at 30 September 2020 is £702.4 million
(31 March 2020: £702.9 million). Proceeds of £105.6 million were
received from realisations (including escrows) during the period.
Investments of £32.3 million were made and a gross fair value
movement was recognised of £72.7 million, including the impact of
currency movement during the period (10% gross fair value growth).
The Gross Portfolio Value is subject to deductions for the fair value of
the carry liabilities and deferred tax to generate the net investment
value of £644.8 million (31 March 2020: £657.3 million), which
is reflected in the condensed consolidated interim statement of
financial position as a financial asset held at fair value through profit
or loss. The Gross Portfolio Value Table on page 12 below reflects the
gross and net movement in value of the portfolio during the period.
The net fair value gain on investments of £56.4 million is reflected in
the consolidated statement of comprehensive income.
A deferred tax provision of £6.6 million is accrued against the gains
in the portfolio to reflect those portfolio companies where less than
5% of the equity holding is owned. The amount is netted off against
the investments in the condensed consolidated interim statement
of financial position. Carry balances of £51.4 million are accrued to
management teams, including previous and current employees of
the Group based on the current fair value at the period-end and
deducted from the Gross Portfolio Value.
Value drivers in the period have been a combination of realisations
and funding rounds with third party investors at higher values, as
well as revenue growth in the underlying portfolio businesses. Key
movements in the period include Peak Games (increased value on
realisation), UiPath, Trustpilot, M-Files and Cazoo.
Condensed consolidated interim statement of financial position
Net assets have increased by 8.4% to £714.7 million from 31 March
2020 (31 March 2020: £659.6 million). £105.6 million of proceeds for
realisations and escrow payments were received during the period,
facilitating the repayment of drawn amounts on the revolving credit
facility with Silicon Valley Bank and Investec. Performance on target
from the portfolio during the period has led to a net fair value uplift
of £56.4 million, which has translated through to equivalent NAV
growth.
The consolidated cash balance at 30 September 2020 is £62.1
million, including £2.3 million of restricted cash. The cash balance
has increased by £28.0 million since 31 March 2020 (31 March 2020:
£34.1 million) as a result of £105.6 million of realisations, offset by
investments made of £32.3 million and repayments of the revolving
credit facility of £45.0 million, and other operational and financing
related cash movements.
In June 2020, the plc’s revolving credit facility was extended and
increased by 1 year to £60.0 million. As a revolving credit facility,
drawdowns and paydowns will continue to be driven by portfolio
investments and realisations. With the facility undrawn, there is
no borrowing liability recognised on the condensed consolidated
interim statement of financial position as at 30 September 2020.
The balance recognised under borrowings of £0.5 million relates to
the capitalised fees from the setup and extension of the facility,
which are being amortised over its life. Plc has been in compliance
with all covenants throughout the duration of the facility and at 30
September 2020.
Condensed consolidated interim statement of comprehensive
income
Investment income for the period ended 30 September 2020
comprises £56.4 million of unrealised investment gains (six months
to 30 September 2019: £57.6 million) and fee income of £6.1
million (six months to 30 September 2019: £5.5 million), which is
generated from management fees and director fees. General and
administration costs are £6.6 million (six months to 30 September
2019: £5.0 million), the majority of which relate to employee costs.
Net operating costs (net of fee income) as a percentage of NAV are
substantially less than our target of 1%.
Post-balance sheet events
An oversubscribed fundraise was announced post period-end in
October 2020, in which Draper Esprit raised proceeds of £106.6
million net of fees (£110.0 million gross).
Ben Wilkinson
Chief Financial Officer
12
Strategic report
Interim results | Six months ended 30 September 2020
draperesprit.com
Gross Portfolio Value table
Fair Value
of Investments
31-Mar-20
£m
Investments
£m
Realisations
£m
Draper Esprit
(Ireland)
Limited
£m
Movements
in Fair Value
£m
Fair Value of
Investments
30-Sep-20
£m
Interest
FD category*
at reporting
date
Investments
1
Trustpilot
65.3
-
-
-
15.6
80.9
C
2
Graphcore
86.8
-
-
-
(6.3)
80.5
A
3
Ui Path
28.0
-
(2.5)
-
11.2
36.7
A
4
Ravenpack
30.9
-
-
-
1.0
31.9
D
5
M-files
20.0
-
-
-
7.0
27.0
B
6
Aircall
24.3
1.0
-
-
(2.0)
23.3
B
7
Revolut
21.9
-
-
-
-
21.9
A
8
Smava
16.7
-
-
-
2.0
18.7
B
9
Perkbox
19.9
-
-
-
(1.3)
18.6
C
10
Ledger
17.7
-
-
-
-
17.7
B
11
Cazoo
-
10.0
-
-
7.5
17.5
A
12
ThoughtMachine
17.4
-
-
-
-
17.4
B
13
SportPursuit
11.1
-
-
-
3.2
14.3
E
14
ICEYE
14.0
-
-
-
-
14.0
A
15
Aiven
12.8
-
-
-
-
12.8
B
Remaining portfolio
314.4
21.3
(103.1)
-
34.4
267.0
-
Total
701.1
32.3
(105.6)
-
72.3
700.2
Co-invest assigned to plc
1.8
-
-
-
0.4
2.2
Gross Portfolio Value
702.9
32.3
(105.6)
-
72.7
702.4
Carry external
(40.6)
-
-
-
(10.8)
(51.4)
Portfolio deferred tax
(5.3)
-
-
-
(1.3)
(6.6)
Trading carry & co-invest
0.3
-
-
-
0.1
0.4
Draper Esprit (Ireland) Limited
0.0
-
-
4.3
(4.3)
0.0
Net portfolio value
657.3
32.3
(105.6)
4.3
56.4
644.8
*Fully diluted interest categorised as follows: Cat A: 0-5%, Cat B: 6-10%, Cat C: 11-15%, Cat D: 16-25%, Cat E: >25%
Strategic report
Interim results | Six months ended 30 September 2020
13
draperesprit.com
Directors’ responsibilities statement
The Directors confirm that to the best of our knowledge:
(a) The condensed consolidated interim financial statements, which has been prepared in accordance with IAS 34 ‘Interim Financial
Reporting’, gives a true and fair view of the assets, liabilities, financial position and profit of the Group;
(b) The interim review includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and
changes therein); and
(c) The principal risks and uncertainties faced by the Group for the remaining six months of the year are consistent with those outlined
in the Group’s most recent annual financial statements for the year ended 31 March 2020, reflecting the information required by DTR
4.2.7R.
This responsibility statement was approved by the Board on 27 November 2020 and signed on its behalf by:
B.D. Wilkinson
Chief Financial Officer
27 November 2020
14
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Independent review report to Draper Esprit plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Draper Esprit plc’s condensed consolidated interim financial statements (the “interim financial statements”) in the Draper
Esprit plc Interim Results of Draper Esprit plc for the 6 month period ended 30 September 2020. Based on our review, nothing has come to
our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with
International Accounting Standard 34, ‘Interim Financial Reporting’, as adopted by the European Union and the AIM Rules for Companies.
What we have reviewed
The interim financial statements comprise:
– the Condensed consolidated interim statement of financial position as at 30 September 2020;
–
the Condensed consolidated interim statement of comprehensive income for the period then ended;
– the Condensed consolidated interim statement of cash flows for the period then ended;
–
the Condensed consolidated interim statement of changes in equity for the period then ended; and
– the explanatory notes to the interim financial statements.
The interim financial statements included in the Interim Results have been prepared in accordance with International Accounting Standard
34, ‘Interim Financial Reporting’, as adopted by the European Union and the AIM Rules for Companies.
As disclosed in note 4 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the
full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the
European Union.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Interim Results, including the interim financial statements, is the responsibility of, and has been approved by, the Directors. The
Directors are responsible for preparing the Interim Results in accordance with the AIM Rules for Companies which require that the financial
information must be presented and prepared in a form consistent with that which will be adopted in the Company’s annual financial
statements.
Our responsibility is to express a conclusion on the interim financial statements in the Interim Results based on our review. This report,
including the conclusion, has been prepared for and only for the Company for the purpose of complying with the AIM Rules for Companies
and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person
to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What a review of interim financial statements involves
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ‘Review of Interim
Financial Information Performed by the Independent Auditor of the Entity’ issued by the Auditing Practices Board for use in the United
Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and,
consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an
audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Interim Results and considered whether it contains any apparent misstatements or
material inconsistencies with the information in the interim financial statements.
PricewaterhouseCoopers LLP, Chartered Accountants, London
27 November 2020
15
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of comprehensive income
for the period ended 30 September 2020
Notes
Unaudited
Period Ended
30 Sep 2020
£’000s
Unaudited
Period Ended
30 Sep 2019
£’000s
Audited
Year Ended
31 Mar 2020
£’000s
Change in unrealised gains on investments held at fair value through the profit and loss
10
56,416
57,646
40,755
Fee income
6,053
5,480
11,255
Total investment income
62,469
63,126
52,010
Operating expenses
General administrative expenses
(6,611)
(5,005)
(9,810)
Depreciation and amortisation
(310)
(219)
(520)
Share based payments – resulting from Company share option scheme
(283)
(442)
(990)
Investment and acquisition costs
(121)
(45)
(239)
Total operating costs
(7,325)
(5,711)
(11,559)
Profit from operations
55,144
57,415
40,451
Finance (expense)/income
Net finance (expense)/income
6
(1,534)
1,288
(68)
Operating profit before tax
53,610
58,703
40,383
Income taxes
13
199
–
(17)
Profit for the period/year
53,809
58,703
40,366
Other comprehensive income/(expense)
–
–
–
Total comprehensive income for the period/year
53,809
58,703
40,366
Profit attributable to:
Owners of the parent
53,809
58,307
39,707
Non-controlling interest^
–
396
659
Earnings per share attributable to owners of the parent:
Basic earnings per weighted average shares (pence)
7
45
49
34
Diluted earnings per weighted average shares (pence)
7
45
47
33
^ On 10 March 2020, the Group acquired the remaining interest in Encore Ventures LLP and as such no profit after 10 March 2020 is attributable to the non-controlling interest.
The notes on pages 20 to 34 are an integral part of these condensed consolidated interim financial statements.
16
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of financial position
As at 30 September 2020
Notes
Unaudited
30 Sep 2020
£’000s
Unaudited
30 Sep 2019
£’000s
Audited
31 Mar 2020
£’000s
Non-current assets
Intangible assets
8
9,977
10,079
10,028
Investments in associates
9
258
258
258
Financial assets held at fair value through the profit or loss
10
644,809
638,452
657,333
Property, plant and equipment
1,596
1,823
1,760
Total non-current assets
656,640
650,612
669,379
Current assets
Trade and other receivables
3,734
8,357
7,719
Cash and cash equivalents
59,870
43,654
32,255
Restricted cash
12
2,255
1,878
1,883
Total current assets
65,859
53,889
41,857
Current liabilities
Trade and other payables
(6,708)
(5,361)
(5,038)
Lease liabilities
16
(372)
(310)
(358)
Total current liabilities
(7,080)
(5,671)
(5,396)
Non-current liabilities
Deferred tax
13
(412)
(621)
(611)
Loans and borrowings
12
536
(19,538)
(44,636)
Lease liabilities
16
(805)
(1,176)
(975)
Total non-current liabilities
(681)
(21,335)
(46,222)
Net assets
714,738
677,495
659,618
Equity
Share capital
14
1,192
1,179
1,189
Share premium account
14
401,752
395,747
400,726
Merger relief reserve
13,097
13,097
13,097
Share-based payments reserve – resulting from Company share option scheme
15
2,621
2,155
2,339
Share-based payments reserve – resulting from acquisition of subsidiary
15
10,823
10,823
10,823
Retained earnings
285,253
254,044
231,444
Equity attributable to owners of Draper Esprit Plc
714,738
677,045
659,618
Non-controlling interests^
–
450
–
Total equity
714,738
677,495
659,618
Net assets per share (pence)
7
600
574
555
^ On 10 March 2020, the Group acquired the remaining interest in Encore Ventures LLP and as such no equity is attributable to non-controlling interest after 10 March 2020.
The condensed interim financial statements were approved by the Board of Directors and authorised for issue on 27 November 2020.
B.D. Wilkinson
Chief Financial Officer
The notes on pages 20 to 34 are an integral part of these condensed consolidated interim financial statements.
17
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of cash flows
for the period ended 30 September 2020
Notes
Unaudited
Period
30 Sep 2020
£’000s
Unaudited
Period
30 Sep 2019
£’000s
Audited
Year
31 Mar 2020
£’000s
Cash flows from operating activities
Profit after tax
53,809
58,703
40,366
Adjustments to reconcile operating profit to net cash flows used in operating activities:
Revaluation of investments held at fair value through the profit and loss
10
(56,416)
(57,646)
(40,755)
Depreciation and amortisation
310
219
520
Share-based payments – resulting from Company share option scheme
15
283
442
990
Net finance expense/(income)
1,534
(1,288)
68
Decrease/(Increase) in trade and other receivables and other working capital
movements
292
(3,525)
(2,886)
Increase/(decrease) in trade and other payables and other working capital movements
1,314
402
79
Purchase of investments
(32,343)
(41,453)
(89,935)
Proceeds from disposals in underlying investment vehicles
105,565
22,674
39,533
Net loans made (to)/returned from underlying investment vehicles and Group companies
(771)
(3,751)
(8,541)
Net cash used in operating activities
73,577
(25,223)
(60,561)
Tax paid
–
(10)
(3)
Net cash (outflow) from operating activities
73,577
(25,233)
(60,564)
Cash flows from investing activities
Purchase of property, plant and equipment
(95)
(267)
(368)
Interest received
6
187
100
289
Net cash (outflow)/inflow from investing activities
92
(167)
(79)
Cash flows from financing activities
Cash paid to non-controlling interests
–
(180)
(893)
Net borrowing cash movements
12
(46,386)
19,401
43,588
Repayments of lease liabilities
16
(220)
(109)
(166)
Net equity cash movements
973
(36)
660
Net cash (outflow)/inflow from financing activities
(45,633)
19,076
43,189
Net (decrease)/ increase in cash & cash equivalents
28,036
(6,324)
(17,454)
Cash and cash equivalents at beginning of period/year
34,138
50,358
50,358
Exchange differences on cash and cash equivalents
(49)
1,498
1,234
Cash and cash equivalents at end of period/year
59,870
43,654
32,255
Restricted cash at period/year end
2,255
1,878
1,883
Total cash and cash equivalents and restricted cash at period/year end
62,125
45,532
34,138
The notes on pages 20 to 34 are an integral part of these condensed consolidated interim financial statements.
18
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of changes in equity
for the period ended 30 September 2020
Unaudited
Share
capital
£’000s
Share
premium
£’000s
Merger relief
reserve
£’000s
Share-based
payments
reserve –
resulting from
Company share
option scheme
£’000s
Share-based
payments
reserve –
resulting from
acquisition of
subsidiary
£’000s
Retained
earnings
£’000s
Total
equity
£’000s
Balance at 31 March 2020
1,189
400,726
13,097
2,339
10,823
231,444
659,618
Comprehensive Income for the year
Profit for the period
–
–
–
–
–
53,809
53,809
Total comprehensive income for the period
–
–
–
–
–
53,809
53,809
Contributions by and distributions
to the owners:
Issue of share capital (note 14)
3
–
–
–
–
–
3
Share premium (note 14)
–
1,026
–
–
–
–
1,026
Merger relief reserve
–
–
–
–
–
–
–
Net movements in share based payments
– resulting from Company share option
scheme (note 15)
–
–
–
282
–
–
282
Balance at 30 September 2020
1,192
401,752
13,097
2,621
10,823
285,253
714,738
Unaudited
Share
capital
£’000s
Share
premium
£’000s
Merger relief
reserve
£’000s
Share-based
payments
reserve –
resulting
from
Company
share option
scheme
£’000s
Share-based
payments
reserve –
resulting
from
acquisition
of
subsidiary
£’000s
Retained
earnings
£’000s
Total
attributable
to equity
holders of
the parent
£’000s
Attributable
to non-
controlling
interests
£’000s
Total
equity
£’000s
Balance at 31 March 2019
1,179
395,783
13,097
1,713
10,823
195,737
618,332
234
618,566
Comprehensive Income for the year
Profit for the period
–
–
–
–
–
58,307
58,307
396
58,703
Amounts paid to non-controlling interest
–
–
–
–
–
–
–
(180)
(180)
Total comprehensive income for the period
–
–
–
–
–
58,307
58,307
216
58,523
Contributions by and distributions
to the owners:
Issue of share capital (note 14)
–
–
–
–
–
–
–
–
–
Share premium (note 14)
–
(36)
–
–
–
–
(36)
–
(36)
Merger relief reserve
–
–
–
–
–
–
–
–
–
Net movements in share based payments
– resulting from Company share option
scheme (note 15)
–
–
–
442
–
–
442
–
442
Balance at 30 September 2019
1,179
395,747
13,097
2,155
10,823 254,044
677,045
450
677,495
19
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of changes in equity
for the period ended 30 September 2020
Audited
Share
capital
£’000s
Share
premium
£’000s
Merger relief
reserve
£’000s
Share-based
payments
reserve –
resulting
from
Company
share option
scheme
£’000s
Share-based
payments
reserve –
resulting
from
acquisition
of
subsidiary
£’000s
Retained
earnings
£’000s
Total
attributable
to equity
holders of
the parent
£’000s
Attributable
to non-
controlling
interests
£’000s
Total
equity
£’000s
Balance at 31 March 2019
1,179
395,783
13,097
1,713
10,823
195,737
618,332
234
618,566
Comprehensive Income for the year
Profit for the year
–
–
–
–
–
39,707
39,707
659
40,366
Amounts withdrawn by non-controlling
interest
–
–
–
–
–
–
–
(893)
(893)
Total comprehensive income for the year
–
–
–
–
–
39,707
39,707
(234)
39,473
Contributions by and distributions
to the owners:
Adjustment for Encore Ventures acquisition
–
–
–
–
–
(4,000)
(4,000)
–
(4,000)
Issue of share capital (note 14)
10
–
–
–
–
–
10
–
10
Share premium (note 14)
–
4,943
–
–
–
–
4,943
–
4,943
Net movements in share based payments
– resulting from Company share option
scheme (note 15)
–
–
–
626
–
–
626
–
626
Balance at 31 March 2020
1,189 400,726
13,097
2,339
10,823
231,444
659,618
–
659,618
The notes on pages 20 to 34 are an integral part of these condensed consolidated interim financial statements.
20
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
1. General information
Draper Esprit plc (the “Company”) is a public limited company limited by shares incorporated and domiciled in England and Wales. The
Company is listed on the London Stock Exchange’s AIM market and Euronext Dublin’s Euronext Growth market.
The Company is the ultimate parent company in which results of subsidiaries are consolidated in line with IFRS 10 (see the Draper Esprit plc annual report
for the year ended 31 March 2020 for further details). The condensed consolidated interim financial statements for the period ended 30 September 2020
comprise the condensed consolidated interim financial statements of the Company and its subsidiaries (together, “the Group”). The information for
the six-month period ended 30 September 2020 and 2019 do not constitute statutory accounts as described in section 80 of the Companies Act 2006.
Comparative figures for the year ended 31 March 2020 are taken from the full statutory accounts, which contained an unqualified audit opinion.
The condensed consolidated interim financial statements are presented in Pounds Sterling (GBP/£), which is the currency of the primary
economic environment in which the Group operates. All amounts are rounded to the nearest thousand, unless otherwise stated.
2. Standards not affecting the reported results or financial position
No upcoming changes under IFRS are likely to have a material effect on the reported results or financial position. Management will continue
to monitor upcoming changes.
3. Adoption of new and revised standards
No changes to IFRS have impacted this period’s financial statements.
4. Significant accounting policies
Basis of accounting
The condensed consolidated interim financial statements are for the six-month period ended 30 September 2020 and have been prepared
on a going concern basis in accordance with IAS 34 ’Interim Financial Statements’ (IAS 34). They are unaudited and do not include all of
the information required in statutory annual financial statements in accordance with the IFRSs as adopted by the EU and should be read
conjunction with the consolidated financial statements for the year ended 31 March 2020.
The condensed consolidated interim financial statements have been approved for issue by the Board of Directors on 27 November 2020.
a) Significant accounting policies
The condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted by the
Group’s most recent annual financial statements for the year ended 31 March 2020.
5. Critical accounting estimates and judgements
The Directors have made the following judgements and estimates that have had the most significant effect on the carrying amounts of
the assets and liabilities in the consolidated financial statement. The estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods. Actual results may differ from
estimates. The key estimates, (5)(a) and (5)(b), and judgements, (5)(c) and (5)(d), are discussed below. There have been no changes to
the accounting estimates and judgements in the period ended 30 September 2020.
a) Valuation of unquoted equity investments at fair value through the profit and loss
The Group invests into Limited Companies and Limited Partnerships which are considered to be investment companies that invest in unquoted
equity for the benefit of the Group. These investment companies are measured at fair value through the profit or loss based on their NAV at the
period/year end. The Group controls these entities and is responsible for preparing their NAV which is based on the valuation of their unquoted
investments. The Group’s valuation of investments measured at fair value through profit or loss is therefore dependent upon estimations of the
valuation of the underlying portfolio companies.
The Group, through its controlled investment companies, also invests in investment companies which primarily focus on German or seed
investments. These investments are considered to be ‘Fund of Fund investments’ for the Group and are recognised at their NAV at the period-/
year-end date. These Fund of Fund investments are not controlled by the Group and some do not have coterminous year ends with the Group.
To value these investments, management obtain the latest audited financial statements or partner reports of the investments and discuss
further movements with the management of the companies. Where the Fund of Funds hold investments that are individually material to the
Group, management perform further procedures to determine that the valuation of these investments has been prepared in accordance with
the Group’s valuation policies for portfolio companies outlined below and these valuations will be adjusted by the Group where necessary based
on the Group valuation policy for valuing portfolio companies.
21
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
The estimates required to determine the appropriate valuation methodology of unquoted equity investments means there is a risk of material
adjustment to the carrying amounts of assets and liabilities. These estimates include whether to increase or decrease investment valuations
and require the use of assumptions about the carrying amounts of assets and liabilities that are not readily available or observable.
The fair value of unlisted securities is established with reference to the International Private Equity and Venture Capital Valuation Guidelines as
well as the IPEV Board, Special Valuation Guidance issued on 31 March 2020 in response to the COVID-19 crisis (together the “IPEV Guidelines”).
An assessment will be made at each measurement date as to the most appropriate valuation methodology.
The Group invests in early-stage and growth technology companies, through predominantly unlisted securities. Given the nature of these
investments, there are often no current or short-term future earnings or positive cash flows. Consequently, although not considered to be the
default valuation technique, the appropriate approach to determine fair value may be based on a methodology with reference to observable
market data, being the price of the most recent transaction. Fair value estimates that are based on observable market data will be of greater
reliability than those based on estimates and assumptions and accordingly where there have been recent investments by third parties, the price
of that investment will generally provide a basis of the valuation.
If this methodology is used, its initial use and the length of period for which it remains appropriate to use the price of recent investment
depends on the specific circumstances of the investment, and the Group will consider whether this basis remains appropriate each time
valuations are reviewed. In addition, the inputs to the valuation model (e.g. revenue, comparable peer group, product roadmap) will be
recalibrated to assess the appropriateness of the methodology used in relation to the market performance and technical/product milestones
since the round and the company’s trading performance relative to the expectations of the round.
The Group considers alternative methodologies in the IPEV Guidelines, being principally price-revenue or price-earnings multiples, depending
upon the stage of the asset, requiring management to make assumptions over the timing and nature of future revenues and earnings when
calculating fair value. Since March we have updated company valuations using portfolio companies revised forecasts reflecting the anticipated
impact due to COVID-19.
We continue to monitor cash runway, supply chain risk, sector risk, and average length of customer contract, amongst other things across the
portfolio.
Where a fair value cannot be estimated reliably, the investment is reported at the carrying value at the previous reporting date unless there is
evidence that the investment has since been impaired.
In all cases, valuations are based on the judgement of the Directors after consideration of the above and upon available information believed
to be reliable, which may be affected by conditions in the financial markets. Due to the inherent uncertainty of the investment valuations, the
estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the
differences could be material. Due to this uncertainty, the Group may not be able to sell its investments at the carrying value in these financial
statements when it desires to do so or to realise what it perceives to be fair value in the event of a sale. See Notes 17 and 18 for information on
unobservable inputs used and sensitivity analysis on investments held at fair value through the profit and loss.
b) Carrying amount of goodwill
Determining whether goodwill is impaired requires an estimation of the recoverable amount of the cash-generating units to which goodwill is
allocated. An impairment review is performed on an annual basis as at the end of March unless there is a trigger event during the period. The
recoverable amount is based on “value in use” calculations, which requires estimates of future cash flows expected from the cash generation
unit (CGU) and a suitable discount rate in order to calculate present value. The key assumptions for the value in use calculations are the
discount rate using pre-tax rates that reflect the current market assessments of the time value of money and risks specific to the CGU. The
internal rate of return (“IRR”) used was based on past performance and experience. The carrying amount of the goodwill as at the statement
of financial position date was £9.7 million. The Group has conducted a sensitivity analysis on the impairment test of the CGU and the carrying
value. A higher discount rate in the range of 15%-20% does not reduce the carrying value of goodwill to less than its recoverable amount.
The CGU was determined to be the fund managers. This is a critical management judgement, as they are responsible for generating deal
flow and working with investee companies creating value and maximising returns for the Group.
22
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
c) Control assessment
The Group has a number of entities within its corporate structure and a judgement has been made of which should be consolidated in
accordance with IFRS 10, and which should not. The Group consolidates all entities where it has control over the following: power over the
investee to significantly direct the activities; exposure, or rights, to variable returns from its involvement with the investee, and the ability
to use its power over the investee to affect the amount of the investor’s returns. The Company does not consolidate qualifying investment
companies it controls in accordance with IFRS 10 and instead recognises them as investments held at fair value through the profit and loss.
d) Business combinations
In June 2016, the Company acquired the underlying investment vehicles and Esprit Capital Partners LLP and its subsidiaries. The Directors
undertook a detailed assessment of the substance of this transaction with reference to the requirements of IFRS 10 and IFRS 3. Following
that assessment based on the judgement of Directors, it has been determined that this transaction was appropriately accounted for as an
acquisition.
In March 2020, the Group acquired the remaining membership interest in Encore Ventures LLP. Prior to this, the Group held a membership
interest of 71% and had determined based on its control assessment that the Group had control over Encore Ventures LLP and consolidated
this entity in accordance with IFRS 10. As a result, the acquisition of the remaining membership interest has been assessed to be a change in
ownership interest and is accounted for as such under IFRS 10. This is not deemed to be a business combination.
6. Net finance (expense)/income
Period ended
30 Sep 2020
£’000s
Period ended
30 Sep 2019
£’000s
Year ended
31 Mar 2020
£’000s
Interest on leases (Note 16)
(45)
(43)
(94)
Interest and expenses on loans and borrowings (Note 12)
(1,627)
(267)
(1,497)
Net foreign exchange loss
(49)
–
–
Finance costs
(1,721)
(310)
(1,591)
Net foreign exchange gain
–
1,498
1,234
Interest income on cash and cash equivalents
187
100
289
Finance income
187
1,598
1,523
Net finance (expense)/income
(1,534)
1,288
(68)
7. Earnings per share and net asset value
The calculation of basic earnings per weighted average shares is based on the profit attributable to shareholders and the weighted average
number of shares. When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effect
of all dilutive share options and awards.
Basic earnings per ordinary share
Profit after tax
£’000s
Weighted average
no. of shares
‘000
Pence
per share
30 September 2020
53,809
118,962
45
30 September 2019
58,307
117,925
49
31 March 2020
39,707
118,013
34
Diluted earnings per ordinary share
Profit after tax
£’000s
Weighted average
no. of shares
‘000
Pence
per share
30 September 2020
53,809
119,485
45
30 September 2019
58,307
122,814
47
31 March 2020
39,707
120,961
33
23
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Net asset value per share is based on the net assets attributable to shareholders and the number of shares at the relevant reporting date
(balance sheet date). When calculating the diluted earnings per share, the number of shares in issue at balance sheet date is adjusted for
the effect of all dilutive share options and awards.
Net asset value per ordinary share
Net assets attributable
to owners of Draper
Esprit plc
£’000s
No. of shares
‘000
Pence
per share
30 September 2020
714,738
119,208
600
30 September 2019
677,045
117,925
574
31 March 2020
659,618
118,918
555
Diluted net asset value per ordinary share
Net assets attributable
to owners of Draper
Esprit plc
£’000s
No. of shares
‘000
Pence
per share
30 September 2020
714,738
119,765
597
30 September 2019
677,045
122,814
551
31 March 2020
659,618
121,609
542
8. Intangible assets
30 September 2020
Goodwill1
£’000s
Customer contracts2
£’000s
Total
£’000s
Cost
Cost carried forward as at 1 April 2020
9,653
818
10,471
Additions during the period
–
–
–
Cost as at 30 September 2020
9,653
818
10,471
Accumulated amortisation
Amortisation carried forward as at 1 April 2020
–
(443)
(443)
Charge for the period
–
(51)
(51)
Accumulated amortisation as at 30 September 2020
–
(494)
(494)
Net book value:
As at 30 September 2020
9,653
324
9,977
30 September 2019
Goodwill1
£’000s
Customer contracts2
£’000s
Total
£’000s
Cost
Cost carried forward as at 1 April 2019
9,653
818
10,471
Additions during the period
–
–
–
Cost as at 30 September 2019
9,653
818
10,471
Accumulated amortisation
Amortisation carried forward as at 1 April 2019
–
(341)
(341)
Charge for the period
–
(51)
(51)
Accumulated amortisation as at 30 September 2019
–
(392)
(392)
Net book value:
As at 30 September 2019
9,653
426
10,079
24
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
31 March 2020
Goodwill1
£’000s
Customer contracts2
£’000s
Total
£’000s
Cost
Cost carried forward as at 1 April 2019
9,653
818
10,471
Additions during the year
–
–
–
Cost as at 31 March 2020
9,653
818
10,471
Accumulated amortisation
Amortisation carried forward as at 1 April 2019
–
(341)
(341)
Charge for the year
–
(102)
(102)
Accumulated amortisation as at 31 March 2020
–
(443)
(443)
Net book value:
As at 31 March 2020
9,653
375
10,028
1
Goodwill of £9.7 million recognised on the acquisition of all the capital interests in Esprit Capital Partners LLP, a Venture Capital manager based in the UK, on 15 June 2016 and represents the value of
the acquired expertise and knowledge of the fund managers. The directors have identified the fund managers as the cash-generating unit (“CGU”) being the smallest group of assets that generates
cash inflows independent of cash flows from other assets or groups of assets. The fund managers are responsible for generating deal flow and working closely with investee companies creating value
and maximising returns for the Group. The Group tests goodwill annually for impairment comparing the recoverable amount using value-in-use calculations and the carrying amount. Value-in-use
calculations are based on future expected cash flows generated by the CGU from management fees that would be received if the portfolio of assets were managed by an independent third party
under commercial terms over the next eight years. The key assumptions for the value in use calculations are the discount rate using pre-tax rates that reflect the current market assessments of the
time value of money and risks specific to the CGU, and the percentage of management fees. The discount rate used was 10% and the management fees were charged at 2% of portfolio assets.
2
An intangible asset of £0.8 million was also recognised in respect of the anticipated profit arising from management fees as a result of the participation in Encore Ventures LLP following the
acquisition of Esprit Capital Partners LLP.
9. Investments in associates and related undertakings
On 24 November 2016, Draper Esprit acquired a 30.77% stake in Elderstreet Holdings Limited (registered office: 20 Garrick Street, London,
United Kingdom, WC2E 9BT), the holding company of Elderstreet with an option to acquire the balance of the Elderstreet Holdings Limited
shares. The initial consideration of £0.26 million has been satisfied by the issue of 73,667 new ordinary shares of 1 pence each in the capital
of the Company. The Group’s share of profits in the period was not material and there were no indications of impairment at balance sheet
date.
Related undertakings
Please see below details of investments held by the Group’s investment companies, where the ownership percentage or partnership interest
exceeds 20%:
Name
Address
Type of share holding
Interest FD category*
at reporting date/
partnership interest
SportPursuit Limited
Unit 1.18, Canterbury Court, Kennington Park,
1-3 Brixton Road, London, England, SW9 6DE
Ordinary shares
Preference shares
E
Bright Computing Holding B.V.
Kingsfordweg 151, 1043 GR Amsterdam, the
Netherlands
Ordinary shares
Preference shares
E
Ravenpack Holding AG
Churerstrasse 135, CH-8808 Pfäffikon,
Switzerland
Ordinary shares
Preference shares
D
Earlybird IV
c/o Earlybird Venture Capital, Maximilianstr. 14,
80539, München
Partnership interest
27%
Earlybird VI
c/o Earlybird Venture Capital, Maximilianstr. 14,
80539, München
Partnership interest
56.5%
*Fully diluted interest categorised as follows: Cat A: 0-5%, Cat B: 6-10%, Cat C: 11-15%, Cat D: 16-25%, Cat E: >25%.
Details of the FV of the core companies are detailed as part of the Gross Portfolio Progression table on page 12.
25
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
10. Financial assets held at fair value through profit and loss
The Group holds investments through investment vehicles it manages. The investments are predominantly in unlisted securities and are
carried at fair value through the profit and loss. The Group’s valuation policies are set out in detail in the annual audited consolidated
financial statements for the year ended 31 March 2020. The table below sets out the movement in the balance sheet value of investments
from the start to the end of the year, showing investments made, cash receipts and fair value movements.
Unaudited
As at
30 Sep 2020
£’000s
Unaudited
As at
30 Sep 2019
£’000s
Audited
As at
31 Mar 2020
£’000s
As at 1 April
657,333
562,061
562,061
Investments made in the period1
32,343
41,453
89,935
Investments settled in shares
–
–
–
Loans repaid from underlying investment vehicles
(105,565)
(22,674)
(39,533)
Loans made to underlying investment vehicles
4,282
(34)
4,115
Unrealised gains on the revaluation of investments
56,416
57,646
40,755
As at period end
644,809
638,452
657,333
1
Investments and loans made in the period/year are amounts the Company has invested in underlying investment vehicles. This is not the equivalent to the total amount invested in portfolio
companies as existing cash balances from the investment vehicles are reinvested.
11. Operating segments
IFRS 8 Operating Segments defines operating segments as those activities of an entity about which separate financial information is available and
which are evaluated by the Chief Operating Decision Maker to assess performance and determine the allocation of resource. The Chief Operating
Decision Maker has been identified by the Board of Directors as the Chief Executive Officer. The Group has one operating segment identified, the
investment portfolio of the Group, which is monitored closely, and strategic decisions are made on the basis of the investment portfolio performance.
12. Loans and borrowings
In June 2019 the Company entered into a revolving credit facility agreement with Silicon Valley Bank and Investec (together the “Financiers”)
of £50.0 million over a 3-year term to provide financial flexibility and to fund the future growth plans of investee companies. This was
extended in June 2020 by £10.0 million to £60.0 million with a maturity of June 2023. The Company incurred initial costs of £0.5 million
and £0.3 million in respect of the increase and extension of the facility in June 2020, which are presented within loans and borrowings on
the statement of financial position and are amortised over the life of the facility. Interest-related charges are reported in the condensed
consolidated statement of comprehensive income as finance costs (see note 6). The bank loans are secured on agreed assets of the Group
within the asset class of investments, updated as agreed with the Financiers from time to time, and are subject to customary financial and
non-financial conditions with which the Group must comply.
The facility agreement contains financial and non-financial covenants.
a) There must be a minimum of ten core investments at all times (core investments are not defined in the same way as in this interim report as it is
more broadly defined);
b) The ratio of the NAV of all investments (as defined in the agreement) to original investment cost should not be less than 1.1:1.0 at any time; and
c) The ratio of the NAV (as defined in the agreement) plus amounts in the collateral account to financial indebtedness (as defined in the
agreement) should not be less than 10:1 at any time.
In addition, the borrowing base (as defined in the agreement) must exceed the facility amount.
As collateral for interest payments, an amount equal to the aggregate amount of interest costs due for the coming six months, all being
equal, must be held in an Interest Reserve Account at all times. The balance of this at 30 September 2020 was £2.3 million and is reflected
on the Condensed Consolidated Interim Statement of Financial Position as restricted cash.
The debt facility is repayable on maturity (June 2023) but may become repayable earlier if certain conditions are not met.
As at 30 September 2020, the Company has nil drawn down of the £60.0 million facility.
26
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Period ended
30 Sep 2020
£’000s
Period ended
30 Sep 2019
£’000s
Year ended
31 Mar 2020
£’000s
Bank loan senior facility amount
60,000
50,000
50,000
Interest rate
BOE base rate +
6.75% /
7.50% floor
BOE base rate +
6.75% /
7.50% floor
BOE base rate +
6.75% /
7.50% floor
Drawn at balance sheet date
–
20,000
45,000
Arrangement fees
(536)
(462)
(364)
Loan liability balance
(536)
19,538
44,636
Undrawn facilities at balance sheet date
60,000
30,000
5,000
13. Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 19% (31 March 2020: 19%). The
movement on the deferred tax account is shown below:
Period ended
30 Sep 2020
£’000s
Period ended
30 Sep 2019
£’000s
Year ended
31 Mar 2020
£’000s
Arising on business combination
(62)
(95)
(75)
Arising on co-invest and carried interest
(483)
(526)
(414)
Other timing differences
133
–
(122)
At the end of the period
(412)
(621)
(611)
The tax movement in the condensed consolidated interim statement of comprehensive income of £0.2 million results from the movement in
deferred tax.
14. Share capital and share premium
Ordinary share capital
30 September 2020 – Allotted and fully paid
Number
Pence
£’000s
At the beginning of the period
118,918,124
1
1,189
Issue of share capital during the period for cash1
289,835
1
3
Issue of share capital during the period as consideration for investment purchase
–
1
–
At the end of the period
119,207,959
1
1,192
1
Between 18 August 2020 and 16 September 2020, 289,835 new 1p ordinary shares were issued in association with share options being exercised.
30 September 2019 – Allotted and fully paid
Number
Pence
£’000s
At the beginning of the period
117,925,470
1
1,179
Issue of share capital during the period for cash
–
–
–
Issue of share capital during the period as consideration for investment purchase
–
–
–
At the end of the period
117,925,470
1
1,179
There were no new shares issued in the period.
27
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
31 March 2020 – Allotted and fully paid
Number
Pence
£’000s
At the beginning of the period
117,925,470
1
1,179
Issue of share capital during the period for cash2
195,842
1
2
Issue of share capital during the period as consideration for investment purchase3
796,812
1
8
At the end of the period
118,918,124
1
1,189
2 Between 24 December 2019 and 21 February 2020, 195,842 new 1p ordinary shares were issued in association with share options being exercised.
3
On 10 March 2020, as part of the acquisition agreement relating to the remaining interest in Encore Ventures LLP it was agreed that the Company would issue 796,812 new ordinary shares at
502p.
Share premium
Allotted and fully paid
Period ended
30 Sep 2020
£’000s
Period ended
30 Sep 2019
£’000s
Year ended
31 Mar 2020
£’000s
At the beginning of the period
400,726
395,783
395,783
Premium arising on the issue of ordinary shares1
1,026
–
4,983
Transfer to merger relief reserve
–
–
–
Equity issuance costs2
–
(36)
(40)
At the end of the period
401,752
395,747
400,726
1
The movement on share premium during the period has arisen as a result of 289,835 ordinary shares issued at a premium in association with share options being exercised during the period.
2
The negative premium movement on ordinary shares in the period ending 30 September 2019 arises from costs that fell in this period relating to an issuance of shares in the prior period.
15. Share-based payments
Date of
Grant
b/f 1 April
2020
Granted
in the
period
Lapsed
in the
period
Exercised
in the
period
c/f 30 Sep
2020
Approved
options
Vesting
period
Exercise
price
(pence)
FV per
granted
instrument
(pence)
Draper Esprit plc 2016
Company Share Options
Plan (CSOP)
28/11/2016
1,216,034
–
–
(289,835)
926,199
67,600
3 years
355
64.1
28/11/2016
101,685
–
–
–
101,685
–
3 years
355
89.3
11/11/2017
160,000
–
–
–
160,000
25,068
3 years
354
89.8
28/11/2017
1,155,364
–
(20,775)
–
1,134,589
15,502
3 years
387
70.9
28/11/2017
116,016
–
–
–
116,016
–
3 years
387
97.9
30/07/2018
1,027,500
–
(150,700)
–
876,800
–
3 years
492
152.9
30/07/2018
102,750
–
–
–
102,750
–
3 years
492
186.4
12/02/2019
796,868
–
(61,566)
–
735,302
–
3 years
530
67.8
12/02/2019
75,000
–
–
–
75,000
–
3 years
530
95.2
26/11/2019
200,000
–
–
–
200,000
6,424
3 years
467
71.5
29/06/2020
–
200,000
–
–
200,000
–
3 years
449
81.2
Draper Esprit plc Long
Term Incentive Plan
29/06/2020
–
568,682
–
–
568,682
–
3 years
1
449.0
28
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
During the period, 289,835 options granted in November 2016 were exercised and 233,041 options lapsed.
During the period, 200,000 share options were granted under the Draper Esprit plc 2016 Company Share Options Scheme and 568,682 as part of
the Draper Esprit plc Long Term Incentive Plan under the Amended and Restated Draper Esprit plc 2016 Company Share Options Plan (the “LTIP”).
For share options granted under the Draper Esprit plc 2016 Company Share Options Plan, the Black Scholes Option Pricing Model has been
used for valuation purposes. All options are settled in shares. Volatility is expected to be in the range of 20-30% based on an analysis of the
Company’s and peer group’s share price. The risk-free rate used was 0.73% and 1.57% and was taken from zero coupon United Kingdom
government bonds on a term consistent with the vesting period.
There are no performance conditions attached to the share options granted under the Draper Esprit plc 2016 Company Share Options Plan.
Share options granted during the period under the LTIP vest if certain performance standards are met. The amount of options that will vest
depends on performance conditions included within the agreement relating to realisations, assets under management, and Total Shareholder
Return (“TSR”). These options are granted under the plan for no consideration and are granted at a nominal value of 1p. All options are settled
in shares. The fair value of the LTIP shares will be valued using an adjusted form of the Black-Scholes model which includes a Monte Carlo
simulation model. A six-monthly review will take place of non-market performance conditions.
16. Leases
Lessee – Real Estate Leases
The Group leases office buildings in London for use by its staff. The Group also has offices in Cambridge (closed post period-end) and in Dublin,
however these contracts are classified as service contracts and not leases. Information about leases for which the Group is a lessee is presented below.
The Group leases IT equipment such as printers for use by staff. The Group has elected to apply the recognition exemption for leases of low-
value to these leases.
i) Amounts recognised in the condensed consolidated interim statement of financial position
Right-of-use assets
Period ending 30 Sep 2020
Period ending 30 Sep 2019
Year ending 31 Mar 2020
Property
1,134
1,482
1,308
Total
1,134
1,482
1,308
No new leases have been entered into during the period and, therefore, no new right-of-use assets were recognised.
Lease liabilities
Period ending 30 Sep 2020
Period ending 30 Sep 2019
Year ending 31 Mar 2020
Current
372
310
358
Non-current
805
1,176
975
Total
1,177
1,486
1,333
ii) Amounts recognised in the condensed consolidated interim statement of comprehensive income
The condensed consolidated interim statement of comprehensive income shows the following amounts relating to leases:
Period ending 30 Sep 2020
Period ending 30 Sep 2019
Year ending 31 Mar 2020
Interest on lease liabilities
45
43
94
Depreciation charge for the period on right-of-use assets
174
131
306
Expenses relating to short-term leases
–
–
–
Expenses relating to leases of low-value assets, excluding
short-term leases of low-value assets
2
3
5
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
iii) Amounts recognised in the condensed consolidated interim statement of cash flows
The total cash outflow for leases in the period ending 30 September 2020 was £0.2 million (30 September 2019: £0.1 million, 31 March 2020:
payments of £0.3 million net of a contribution for a rent-free period on the 3rd floor of 20 Garrick Street of £0.2 million).
17. Fair value measurements
This section should be read with reference to note 5(a) of this report and note 16 of the Annual Report of Draper Esprit plc for the year ended
31 March 2020. The Group classifies financial instruments measured at fair value through the profit and loss according to the following fair
value hierarchy in line with IFRS 13:
– Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date;
– Level 2: inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
– Level 3: inputs are unobservable inputs for the asset or liability.
All investments held at fair value through the profit and loss are classified as level 3 in the fair value hierarchy. There were no transfers
between Levels 1, 2 and 3 during the period.
Significant unobservable inputs for Level 3 valuations
The fair value of unlisted securities is established with reference to the International Private Equity and Venture Capital Valuation
Guidelines (“IPEV Guidelines”). In line with the IPEV Guidelines, the Group may base valuations on earnings or revenues where applicable,
market comparables, price of recent investments in the investee companies, or on net asset values. An assessment will be made at each
measurement date as to the most appropriate valuation methodology.
See note 5(a), where valuation policies are discussed in more detail.
Financial instruments, measured at fair value, categorised as Level 3 within the fair value hierarchy can be split into 3 main valuation
techniques. Valuation techniques can be categorised as based on last round price (calibrated with reference to market performance and
technical/product milestones since the round and the companies trading performance relative to the expectations of the round), revenue
multiple or at NAV of the underlying fund (adjusted where relevant). As at 30 September 2020, financial instruments measured using last
round price valuation methodology were £287.3 million (including those at a discount) (31 March 2020: £231.7 million). As at 30 September
2020, financial instruments measured using revenue-multiple valuation methodology were £321.7 million (31 March 2020: £401.3 million). As
at 30 September 2020, financial instruments measured at NAV of the underlying fund (adjusted where relevant) were £91.2 million (31 March
2020: £68.1 million).
Each portfolio company will be subject to individual assessment. Where the Group invests in fund of fund investments, the value of the
portfolio will be reported by the fund to the Group. The Group will ensure that the valuations comply with the Group policy.
The valuation multiple is the main assumption applied to valuation based on a revenue-multiple methodology. The multiple is derived
from comparable listed companies or relevant market transaction multiples. Companies in the same industry and geography, and, where
possible, with a similar business model and profile are selected and then adjusted for factors including liquidity risk, growth potential and
relative performance. They are also adjusted to represent our longer-term view of performance through the cycle or our existing assumption.
The portfolio we have is diversified across sectors and geographies and the companies within our core portfolio holdings which have
valuations based on revenue-multiples have an average multiple of 3.4x.
If the multiple used to value each unquoted investment valued on a revenue-multiples basis as at 30 September 2020 were to decrease
by 10%, the investment portfolio would decrease by £32.2 million (31 March 2020: £40.1 million). If the multiple increases by 10% then the
investment portfolio would increase by £32.2 million (31 March 2020: £40.1 million).
If the multiple used to value each unquoted investment valued on a revenue-multiples basis as at 30 September 2020 were to decrease
by 15% the investment portfolio would decrease by £48.3 million (31 March 2020: £60.2 million). If the multiple increases by 15% then the
investment portfolio would increase by £48.3 million (31 March 2020: £60.2 million).
30
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
18. Financial instruments risk
Financial risk management
Financial risks are usually grouped by risk type: market, liquidity and credit risk. These risks are discussed in turn below.
Market risk – Foreign currency
A significant portion of the Group’s investments and cash deposits are denominated in a currency other than sterling. The principal currency
exposure risk is to changes in the exchange rate between GBP and USD/EUR. Presented below is an analysis of the theoretical impact of 10%
volatility in the exchange rate on shareholder equity.
Theoretical impact of a change in the exchange rate of +/-10% between GBP and USD/EUR would be as follows:
Foreign currency exposures – Investments
30 Sep 2020
£’000s
30 Sep 2019
£’000s
31 Mar 2020
£’000s
Investments – exposures in USD/EUR
521,692
486,255
557,567
10% decrease in GBP*
579,658
540,338
619,519
10% increase in GBP**
474,265
415,327
506,879
*
£386.7 million (Sept 2019: £280.0 million, March 2020: £376.5 million) denominated in USD and £193.0 million (Sept 2019: £260.0 million, March 2020: £242.9 million) denominated in EUR.
** £316.4 million (Sept 2019: £215.0 million, March 2020: £ 308.1 million) denominated in USD and £157.9 million (Sept 2019: £200.0 million, March 2020: £198.8 million) denominated in EUR.
Certain cash deposits held by the Group are denominated in Euros and US Dollars. The theoretical impact of a change in the exchange rate
of +/-10% between GBP and USD/EUR would be as follows:
Foreign currency exposures – Cash
30 Sep 2020
£’000s
30 Sep 2019
£’000s
31 Mar 2020
£’000s
Cash denominated in EUR
19,090
14,473
6,976
10% decrease in EUR: GBP
17,181
13,026
6,278
10% increase in EUR: GBP
20,999
15,921
7,673
Cash denominated in USD
12,879
5,921
3,627
10% decrease in USD: GBP
11,591
5,329
3,264
10% increase in USD: GBP 10% increase in EUR: GBP
14,167
6,513
3,990
The combined theoretical impact on shareholders’ equity of the changes to revenues, investments and cash and cash equivalents of a
change in the exchange rate or +/- 10% between GBP and USD/EUR would be as follows:
Foreign currency exposures – equity
30 Sep 2020
£’000s
30 Sep 2019
£’000s
31 Mar 2020
£’000s
Shareholders’ Equity
714,738
677,045
659,618
10% decrease in EUR:GBP/USD:GBP
643,264
609,341
593,656
10% increase in EUR:GBP/USD:GBP
786,212
744,750
725,580
Market risk – Price risk
Market price risk arises from the uncertainty about the future prices of financial instruments held in accordance with the Group’s investment
objectives. It represents the potential loss that the Group might suffer through holding market positions in the face of market movements,
which have been heightened due to COVID-19.
The Group is exposed to equity price risk in respect of equity rights and investments held by the Group and classified on the balance sheet as
financial assets at fair value through profit or loss (note 17). These equity rights are held in unquoted high growth technology companies and
are valued by reference to revenue or earnings multiples of quoted comparable companies, last round price, or NAV of underlying fund – as
discussed more fully in note 5(a). These valuations are subject to market movements.
The Group seeks to manage this risk by routinely monitoring the performance of these investments, employing stringent investment
appraisal processes.
31
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Theoretical impact of a fluctuation in equity prices of +/-10% would be as follows:
£’000s
Revenue-
multiple
NAV of
underlying fund
Last round
price
As at 30 September 2020
32,170
9,106
28,726
As at 31 March 2020
40,131
6,810
23,169
We further flexed by 15% given the volatility resulting from the COVID-19 pandemic. Theoretical impact of a fluctuation in equity prices of
+/-15% would be as follows:
£’000s
Revenue-
multiple
NAV of
underlying fund
Last round
price
As at 30 September 2020
48,254
13,659
43,090
As at 31 March 2020
60,197
10,216
34,753
Liquidity risk
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of 3 months or less held in readily accessible
bank accounts. The carrying amount of these assets is approximately equal to their fair value. Responsibility for liquidity risk management rests
with the Board of Draper Esprit plc, which has established a framework for the management of the Group’s funding and liquidity management
requirements. The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash
flows. The utilisation of the loan facility and requirement for utilisation requests is monitored as part of this process.
All trade payable amounts are short-term.
Lease liabilities fall due over the term of the lease – see note 16 for further details. The debt facility has a term of 3 years – for further details,
see note 12. All other Group payable balances at balance sheet date and prior periods fall due for payment within one year.
As part of our seed fund of funds strategy, we make commitments to funds to be drawn down over the life of the fund. Projected
drawdowns are monitored as part of the monitoring process above. See further details in note 19.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss. The Group is exposed to
this risk for various financial instruments, for example by granting receivables to customers, placing deposits. The Group’s trade receivables
are amounts due from the investment funds under management, or underlying portfolio companies. The Group’s maximum exposure to
credit risk is limited to the carrying amount of financial assets at 30 September is summarised below:
Classes of financial assets impacted by credit risk, carrying amounts
30 Sep
2020
£’000s
30 Sep
2019
£’000s
31 Mar
2020
£’000s
Trade receivables
2,938
3,262
2,669
Loan to related investment vehicle
–
–
3,692
Cash at bank and on hand
59,870
43,654
32,255
Restricted cash
2,255
1,878
1,883
The Directors consider that all the above financial assets that are not impaired or past due for each of the reporting date under review are
of good credit quality. In respect of trade and other receivables the Group is not exposed to significant risk as the principal customers are the
investment funds managed by the Group, and in these the Group has control of the banking as part of its management responsibilities.
32
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Investments in unlisted securities are held within limited partnerships for which Esprit Capital Partners LLP acts as manager, and
consequently the Group has responsibility itself for collecting and distributing cash associated with these investments. The credit risk of
amounts held on deposit is limited by the use of reputable banks with high quality external credit ratings and as such is considered negligible.
Cash at 30 September 2020 is held with the following institutions: (1)Barclays Bank Plc; (2) Silicon Valley Bank Plc; and (3) Investec Bank Plc.
Capital management
The Group’s objectives when managing capital are to
– safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other
stakeholders, and
– maintain an optimal capital structure.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to manage cash.
Interest rate risk
The Group’s interest rate risk arises from borrowings on the £60.0 million loan facility with Silicon Valley Bank and Investec, which was entered into
in June 2019 and increased and extended in June 2020. Prior to the period ending 30 September 2019, the Group did not have any borrowings. The
Group’s borrowings are denominated in GBP and are carried at amortised cost.
A drawdown totalling £35.0 million was rolled during the period (maximum drawn during the period of £45.0 million) at an interest rate of 7.5%
– this was repaid as at 30 September 2020 (all drawn amounts were repaid during the period). Future drawdowns may be subject to a different
interest rate. The facility agreement has an interest rate calculated with reference to the Bank of England base rate (currently 0.10%) with a
Margin of 6.75%. The agreement has an interest rate floor of 7.5%. As such, if the base rate increases, the interest charged on future drawdowns
will increase.
If the Bank of England base rate had been 1.0% higher during the period to 30 September 2020 the difference to the condensed consolidated
interim statement of comprehensive income would have been an increase in finance costs of £0.1 million. If the Bank of England base rate had
been 1.0% higher during the period to 30 September 2020 the difference to the consolidated statement of cash flows would have been an increase
in expenditure of £0.1 million.
19. Related party transactions
The Group has various related parties stemming from relationships with Limited Partnerships managed by the Group, its investment portfolio, its
advisory arrangements (board seats) and its key management personnel. In addition, the Company has related parties in respect of its subsidiaries
in the form of management fees and expense recharges.
The Group may require that one of its members be appointed to the board of a portfolio company in a non-executive role. In certain cases, an
administration fee is charged to the portfolio company for the provision of Director services. Fees of £22k have been invoiced during the current
period (6-month period to 30 September 2019: £22k, year to 31 March 2020: £44k). At the period-end, there was a balance of £24k outstanding
(30 September 2019: £16k, 31 March 2020: £6k). At times, expenses incurred relating to director services can be recharged to portfolio companies –
these are immaterial.
During the period, the Company invoiced Elderstreet, an associate, £0.2 million (6-month period to 30 September 2019: £39k, year to 31 March
2020: £0.4 million), with a balance outstanding at period-end of £0.2 million (31 March 2020: £nil; 30 September 2019: £nil).
In the year ended 31 March 2020, the Company loaned £3.7 million to Esprit Capital Fund No 1 & No 2 LP on an arm’s length basis. The loan was
repaid during the period along with accrued interest of £0.4 million.
For the period ending 30 September 2020, management fees of £4.6 million from related parties are included in the condensed consolidated
interim statement of comprehensive income (6-month period to 30 September 2019: £4.0 million, year to 31 March 2020: £8.4 million).
During the period, employees of Draper Esprit plc exercised share options – see note 15 for further details.
33
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Unconsolidated structured entities
The Group has exposure to a number of unconsolidated structured entities as a result of its venture capital investment activities.
The Group ultimately invests all funds via a number of limited partnerships and some via Draper Esprit plc’s wholly owned subsidiary, Draper
Esprit (Ireland) Limited. These are controlled by the Group and not consolidated, but they are held as investments at fair value through the
profit and loss on the consolidated balance sheet in line with IFRS 10 (see note 3b of the Draper Esprit plc annual report for the year ended
31 March 2020 for further details and for the list of these investment companies and limited partnerships). The material assets and liabilities
within these investment companies are the investments, which are held at FVTPL in the consolidated accounts. See further details in the
table below.
Name of undertaking
Registered office
Activity
Holding
Country
30-Sep-20
£’m
31-Mar-20
£’m
Esprit Investments
(1) (B) LP
20 Garrick Street,
London, WC2E 9BT
Limited Partnership
100%
England
6.7
16.5
Esprit Investments
(2) (B) LP
20 Garrick Street,
London, WC2E 9BT
Limited Partnership
100%
England
86.0
61.6
Draper Esprit
(Ireland) Limited
32 Molesworth Street,
Dublin 2, Ireland
Investment company
100%
Ireland
529.7
553.3
Draper Esprit (Ireland) Limited invests via the following limited partnerships: Esprit Investments (1) LP, Esprit Investments (2) LP, Esprit
Capital IV LP, Esprit Capital III LP.
The investments balance in the condensed consolidated statement of financial position also includes investments held by consolidated entities.
The Group also co-invests or historically co-invested with a number of limited partnerships (see note 3b of the Draper Esprit plc annual
report for the year ended 31 March 2020 for further details). The exposure to these entities is immaterial.
Capital commitments
The Group has made commitments to fund of funds investments as part of its investment activity. At 30 September 2020, the Group
was committed to approximately £40.6 million (31 March 2020: £39.1 million) in relation to investments in fund of funds vehicles. As at 30
September 2020, £16.6 million of this has been drawn.
A Strategic Partnership Agreement was entered into with Earlybird in the year ending 31 March 2019 to share deal flow and resources to
co-invest in high growth technology companies across Europe. The first stage of this partnership included a 50% commitment to EB VI of
approximately £79.7 million (€87.5 million) to 2022, of which £64.8 million has been deployed to 30 September 2020 (to 31 March 2020:
£56.4 million). Total exposure to the Group is £152.6 million of NAV (31 March 2020: £187.3 million) with undrawn commitments across all
Earlybird entities of £19.9 million (31 March 2020: £28.5 million).
20. Ultimate controlling party
The Directors of Draper Esprit plc do not consider there to be a single ultimate controlling party of the Group.
21. Alternative Performance Measures (“APM”)
The Group has included the APMs listed below in this report as they highlight key value drivers for the Group and, as such, have been deemed
by the Group’s management to provide useful additional information to readers of this report. These measures are not defined by IFRS and
should be considered in addition to IFRS measures.
Gross Portfolio Value
The Gross Portfolio Value is the gross fair value of the Group’s investment holdings before deductions for the fair value of carry liabilities and
any deferred tax. The Gross Portfolio Value is subject to deductions for the fair value of carry liabilities and deferred tax to generate the net
investment value, which is reflected on the interim condensed consolidated statement of financial position as financial assets held at fair
value through profit or loss. Please see page 12 for a reconciliation to the net investment balance.
NAV per share
The NAV per share is the Group’s net assets attributable to shareholders divided by the number of shares at the relevant reporting date.
See the calculation in note 7.
34
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Interim financial statements
Interim results | Six months ended 30 September 2020
22. Subsequent events
Post period-end, we have continued to see a strong pipeline of investments and have deployed £18.3 million post period-end, including our
investment co-leading PrimaryBid’s Series B round. PrimaryBid is a technology platform that allows retail investors fair access to public
companies raising capital.
In addition, an oversubscribed fundraise was announced post period-end in October 2020, in which Draper Esprit secured funding
commitments to raise gross proceeds of £110.0 million.
There are no further post balance sheet events requiring comment.
35
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Interim financial statements
Interim results | Six months ended 30 September 2020
Glossary
In this document, where the context permits, the expressions set out below shall have the meanings assigned thereto:
“Admission” or “IPO”
the Admission of the enlarged share capital to trading on AIM and Euronext Growth (formerly ESM) on
15 June 2016 and such admission becoming effective in accordance with the AIM Rules and the Euronext
Growth Rules respectively. The IPO included the acquisition of Esprit Capital Partners LLP and Draper Esprit
(Ireland) Limited.
“Act”
the UK Companies Act 2006.
“AIM”
AIM, the market of that name operated by the London Stock Exchange.
“Audit, Risk and Valuations
Committee”
the Audit, Risk and Valuations Committee of the Board.
“BOE”
Bank of England.
“Company” or “Draper Esprit”
or “plc”
Draper Esprit plc, a company incorporated in England and Wales with registered number 09799594 and
having its registered office at 20 Garrick Street, London, WC2E 9BT.
“Core Portfolio Companies”
the top companies by value that represent over 60% of the overall portfolio value.
“COVID”/”COVID-19”
/”Coronavirus”/”CV19”
Coronavirus disease, the infectious disease caused by a new strain of coronavirus in 2019/20.
“DEF” or “Digital East Fund”
Digital East Fund 2013 SCA SICAR.
“Directors” or “Board”
the directors of the Company from time to time.
“Draper Esprit Funds”
the Esprit Funds and the Encore Funds.
“Draper Esprit VCT”
Draper Esprit VCT plc, the Venture Capital Trust managed by Elderstreet.
“Draper Venture Network”
the self–governed network of 24 independent growth and venture funds, of which Esprit Capital is a member.
“EB IV” / “Earlybird Fund IV”
Earlybird GmbH & Co. Beteiligungs-KG IV.
“EB VI” / “Earlybird Fund VI”
Earlybird DWES Fund VI GmbH & Co. KG.
“EIS”
The EIS funds managed by Encore Ventures LLP. EIS funds being Enterprise Investment Scheme under the
provisions of Part 5 of the Income Tax Act 2007.
“Elderstreet”
Elderstreet Investments Limited.
“Encore Funds” / “Draper
Esprit’s EIS funds”
DFJ Esprit Angels’ EIS Co–Investment Fund, DFJ Esprit Angels’ EIS Co–Investment II, DFJ Esprit EIS III, DFJ Esprit
EIS IV, Draper Esprit EIS 5, and Draper Esprit EIS, each an “Encore Fund”.
“Encore Ventures”
Encore Ventures LLP, a limited liability partnership incorporated in England and Wales under the registration
number OC347590 with its registered office at 20 Garrick Street, London, WC2E 9BT.
“ESG”
Environmental, Social and Governance.
“ESM”
the Enterprise Securities Market operated and regulated by the Irish Stock Exchange.
“Esprit Capital”
Esprit Capital Partners LLP (previously Draper Esprit LLP), a limited liability partnership incorporated in
England and Wales under the registration number OC318087 with its registered office at 20 Garrick Street,
London, WC2E 9BT, the holding vehicle of the Group immediately prior to Admission.
“Euronext Dublin”
the trading name of the Irish Stock Exchange Plc.
“Euronext Growth”
the Euronext Growth securities market (formerly the Enterprise Securities Market) operated and regulated by
the Irish Stock Exchange plc (trading as “Euronext Dublin”).
36
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
“FCA”
the UK Financial Conduct Authority.
“FOF” or “FoF”
Fund of Funds.
“Gross Portfolio Value”
Gross Portfolio Value is the value of the portfolio of investee companies held by funds controlled by the
Company before accounting for deferred tax, external carried interest and amounts co–invested.
“Group”
the Company and its subsidiaries from time to time and, for the purposes of this document, including Esprit
Capital Partners LLP and its subsidiaries and subsidiary undertakings.
“HMRC”
HM Revenue & Customs.
“IFRS” or “IFRSs”
International Financial Reporting Standards, as adopted for use in the European Union.
“IPO”
the Company’s listing on the London Stock Exchange’s AIM market and the Irish Stock Exchange’s (trading as
Euronext Dublin) Euronext Growth Dublin market on 15 June 2016.
“IRR”
the internal rate of return.
“Net Asset Value” / “NAV”
the value, as at any date, of the assets of the Company and/or Group after deduction of all liabilities
determined in accordance with the accounting policies adopted by the Company and/or Group from time
to time.
“Ordinary Shares”
ordinary shares of £0.01 pence each in the capital of the Company.
“PricewaterhouseCoopers”
or “PwC”
PricewaterhouseCoopers LLP, a limited liability partnership registered in England and Wales under the
registration number OC303525 and having its registered office at 7 More London Riverside, London, SE1 2RT.
“IPEV”
the International Private Equity and Venture Capital Valuation Guidelines, as amended from time to time.
“SVB”
Silicon Valley Bank.
“VC”
venture capital.
“VCT”
The VCT funds of Draper Esprit VCT plc, under management of Elderstreet. VCT (venture capital trust) funds
being UK closed–ended collective investment schemes.
Interim financial statements
Interim results | Six months ended 30 September 2020
Designed by and-now.co.uk
Draper Esprit London HQ
20 Garrick Street
London, WC2E 9BT
Tel: +44 (0)20 7931 8800
draperesprit.com
Venture Capital
Reinvented.
Draper Esprit Plc Interim Results
for the six months ended 30 September 2020
The future.
Built by entrepreneurs.
We back Europe’s best entrepreneurs. As one of the most active
venture capital firms in Europe, Draper Esprit invests in high growth
technology companies with global ambitions. We fuel their growth
with long-term capital, access to international networks, decades of
experience building businesses and the knowledge that a better future
requires new thinking.
We reinvented venture capital. We don’t just invest in entrepreneurs,
we are entrepreneurs. Our public listing and multi-fund model allow
us to provide entrepreneurs with a more flexible approach to funding,
to back the best teams for longer, and give investors access to a new
asset class.
We are global. The best entrepreneurs will take their companies
beyond Europe. To help them, we are part of the Draper Venture
Network, a global community of 24 independent funds. We have
backed businesses such as Cazoo, N26, Graphcore and Revolut.
Strategic report
Interim results | Six months ended 30 September 2020
1
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Interim financial highlights
* Reporting threshold – companies with a NAV of £1 million
or more.
Some of the above measures are Alternative Performance
Measures (“APMs”) – see note 21 to the condensed
consolidated interim financial statements for further details.
Financial highlights
Contents
Strategic report
02
Chief Executive’s review
04
Portfolio review
07
Core portfolio updates
11
Interim financial review
13
Directors’ responsibilities statement
Interim financial statements
14
Independent review report to Draper Esprit plc
15
Condensed consolidated interim statement of comprehensive income
16
Condensed consolidated interim statement of financial position
17
Condensed consolidated interim statement of cash flows
18
Condensed consolidated interim statement of changes in equity
20
Notes to the condensed consolidated interim financial statements
35
Glossary
£702m
Gross Portfolio Value, even after
significant cash realisations, of £702m
(31 March 2020: £703m).
£715m
Net asset increased by 8% to £715m
(31 March 2020: £660m).
10%
10% Gross Portfolio Value fair value growth
in the six-month period (six months to 30
September 2019: 12%).
£106m
Cash realisations of £106m
(six months to 30 September 2019:
£23 million).
600p
NAV per share increase to 600p
(31 March 2020: 555p).
£62m
£62m available plc cash, as well as
£39m available from EIS/VCT funds.
£54m
Profit after tax of £54m
(£59m for the six months
to 30 September 2019).
<1%
Operating costs (net of fee income)
continue to be less than the targeted
1% of period-end NAV.
Operational highlights
– Significant realisations during the period
with proceeds of £106m, predominantly
generated by the realisations of Peak
Games and TransferWise (as well as
escrows and partial disposals).
–
Invested £32m in the period into 2 new
companies, Cazoo and Ravelin (and 2 via
our partnership with Earlybird*), and 7
follow-ons (as well as a further 2 through
our partnership with Earlybird*).
– Committed to 2 new seed funds, bringing
the total seed fund of funds portfolio to
22. Total commitments of approximately
£41m, with total drawn of £17m, of which
£3m within the period. The majority
of the remaining commitments will be
drawn over 3-5 years.
–
Increased and extended our revolving
credit facility with SVB and Investec by 1
year to £60m.
Post period-end
– £110m additional gross capital raised by
plc in an oversubscribed placing to new
and existing investors.
– Deployment of £18m post period-end,
including our investment into PrimaryBid.
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Chief Executive’s review
Overview
The six months to the end of September was my first complete six-month reporting period as CEO, having joined
in November 2019. We entered it hoping for the global pandemic to be short-lived and exited it with governments
worldwide still debating approaches to manage its impact.
When reporting our final results in June, I reflected on our priority
being to support our existing portfolio in this difficult period and to
identify those businesses with strong models which would continue
to succeed and in some cases play an important role in the recovery
of the world from this crisis. We are proud to have done precisely
this, despite the day to day challenges facing our people. I am
deeply grateful for their contribution to helping European VC invent
the future at a time when we all hope for better, soon.
We also reflected on our belief that the recovery from the pandemic
would accelerate the trends that our portfolio businesses focus on,
and there is now plenty of evidence to support this. This, along with
the ongoing rapid expansion of the European VC market, with much
more expansion still to come, encouraged us to raise £110.0 million
post period-end by way of an oversubscribed placing to accelerate
our investment strategy. These funds, along with proceeds from
strong exits in the period, and the availability of the full revolving
debt facility of £60.0 million, will support us as we plan to increase
our rate of investment to c.£120.0 million per annum to capture a
greater share of the technology investment opportunities we see.
We were active in investing and in strengthening our business in a
way which will now support accelerated deployment of capital into
high growth, privately owned technology companies. Our activities
and performance during the period should be viewed through this
lens.
Operating review
We are a scalable platform building the model and infrastructure to
enable us to capture the growing European market opportunities,
whilst maintaining the integrity of our investment process.
We continue to explore ways to scale the co-investment model,
which provides improved access to the best deals and third-party
funds, as well as being a source of management fees. Our platform
enables our investors to access the best deal flow across Europe, via
our fund of funds programme, and across smaller and early stage
investments and larger growth stage deals. Our evergreen model of
a listed vehicle provides additional flexibility to build stakes in the top
performing investments over time.
We continue to believe that the high standards of governance,
oversight, and transparency to which we are held as a result of
our listing are fundamental to our success at a time when the
companies we invest in are increasingly mindful of who they choose
to partner with. In this context, we have continued to implement our
12-month roadmap to progress our ESG journey as detailed below.
We have also continued to invest in best-in-class processes and
capabilities, building on the expansion last year of our Partnership
and Platform teams, as well as our HR, IT and legal functions.
In order to identify, attract and originate the most exciting
technology prospects in Europe, the Group has worked to establish
an internal dual-platform investment process. The Partnership team
focuses on deals, our portfolio companies and their founders, while
the Platform team focuses on optimising deal flow and collaborating
with the entrepreneur community, other investors and the wider
ecosystem. We continue to hire and grow our teams to complement
the knowledge and experience already within the business.
Successful realisations
During the period, we generated £105.6 million of cash through
realisations. The Company has announced fair value uplifts
amounting to £23.0 million with respect to two exits, Peak Games
and TransferWise.
The sale of Peak Games represented a significant return on our
original investment. It also reinforced the value of our partnership
with Earlybird, which provides us with a broader opportunity to
invest in the best European technology companies on behalf of our
shareholders.
The TransferWise disposal highlighted our focus on active
management in the portfolio and was also an excellent example of
a successful secondary transaction that enabled us to generate a
healthy return on our initial investment in a relatively short space of
time.
Investments
Our unique structure enables us to offer funding options to
entrepreneurs at all stages of their growth. We have the flexibility to
back companies through the lifecycle, from seed via our seed funds
strategy to scale-up, through to IPO or acquisition.
In the first six months, we invested at a reduced rate, though
a healthy one in the context of the pandemic, deploying £32.3
million into new and existing portfolio companies (six months to
30 September 2019: £41.5 million). We invested £11.2 million of
primary investment into new portfolio companies, Cazoo and
Ravelin, £17.8 million in follow-ons into existing portfolio companies
(and drawdowns relating to our partnership with Earlybird), and a
further £3.3 million was drawn down as part of our fund of funds
programme.
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Interim results | Six months ended 30 September 2020
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Sustainability
Our ESG Committee, established in the previous financial year,
continues to implement our twelve-month roadmap to progress our
ESG journey. This continues to be seen as a key focus by the Board
with regular updates provided to them on progress against the
roadmap by CFO, Ben Wilkinson, sitting as an executive sponsor on
the ESG Committee.
Key activities within the period include the development and
approval of the Group’s Responsible Investment Policy, progression of
the process of mapping our existing portfolio to the UN Sustainable
Development Goals (of which a significant proportion aligned to the
goals), and engagement of an external ESG consultant to support
with training and ESG processes.
Summary
We have used the period to support our portfolio companies, further
strengthen our high-quality portfolio and develop the model to
support us to scale further while maintaining strong discipline over
valuation process and methodology.
Despite the challenges of the pandemic, our investment process
continues to deliver, with a gross fair value increase in the period of
£72.7 million (gross fair value growth of 10%).
As part of the recent capital raising process we set out a clear set
of priorities for deploying further capital. We have a strong portfolio
from which we will back the emerging winners, as well as invest in
new deal flow, and continue to support our seed funds strategy and
Earlybird partnership, via a planned investment in Earlybird Fund VII.
With a stronger balance sheet, we can lead more deals and increase
our average equity holdings over time. We also recognise the
potential opportunity to raise capital alongside company investment
via a growth fund. Third party funds alongside Draper Esprit
investment would provide a greater ability to lead deals and secure
influence and allocation while management fees would provide
additional income to reduce our cost base.
Outlook
We believe there is significant opportunity to deploy further capital
driven by a growing European venture capital market, and an
accelerated transition to digital driven in part by the COVID-19
pandemic. However, we remain mindful of market uncertainty
and increased pressures on the global economy resulting from the
ongoing pandemic. Our unique model positions us well to realise
value for shareholders, even in highly uncertain times, from the fast
growth in European private technology businesses. Our investment
into infrastructure will allow us to scale while maintaining the
discipline for which we have become known.
We have performed well in the first half of the year and we feel well
placed for continuing momentum into the full year.
Martin Davis
Chief Executive Officer
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Strategic report
Interim results | Six months ended 30 September 2020
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Portfolio review
During the six-month period ended 30 September 2020, against the backdrop of the continuing uncertainty
resulting from the COVID-19 pandemic, the Group has seen strong exits resulting in the receipt of proceeds of
£105.6 million, mostly generated from the disposal of two core companies, Peak Games and TransferWise. Further
to this, the gross portfolio has returned a 10% fair value growth during the period, and we believe we have good
momentum for the full financial year. The current COVID-19 related environment has accelerated the transition to
digital which in turn is benefiting the business models of much of our portfolio.
Portfolio
As at 30 September 2020, the Gross
Portfolio Value (gross value of the Group’s
investment holding before deductions for
carry and deferred tax) is £702.4 million
(31 March 2020: £702.9 million) following
proceeds of £105.6 million received from
realisations during the period (which reduces
the size of the portfolio), investments of
£32.3 million during the period and a gross
fair value movement of £72.7 million. The
Gross Portfolio Value Table in the Interim
Financial Review provides further detail on
the movements in the portfolio.
Fifteen core holdings represent over 60% of
the Gross Portfolio Value. The core holdings
as at 30 September 2020 are Trustpilot,
Graphcore, UiPath, Ravenpack, M-files,
Aircall, Revolut, Smava, Perkbox, Ledger,
ThoughtMachine, SportPursuit, ICEYE, Aiven,
and, following investments in its Series C
and Series D in the period, Cazoo is now also
a core holding. SportPursuit returns to the
core in this period, while Finalcad was in the
core at 31 March 2020 but falls below the
threshold for the core in this period. Peak
Games and TransferWise were also formerly
core holdings but were fully realised during
the period.
Investments
£32.3 million was invested by Draper Esprit
plc between 1 April 2020 and 30 September
2020. This represents a reduced rate to
our anticipated cadence as the impacts of
the COVID-19 pandemic were assessed. A
further £17.7 million was invested from EIS/
VCT funds. Of the £32.3 million invested
during the period, £11.2 million was invested
in new portfolio companies, £17.8 million was
invested in follow-ons into existing portfolio
companies (and drawdowns relating to our
partnership with Earlybird), and £3.3 million
of this was drawn down within our fund of
funds strategy.
New investments
During the period, plc invested in 2 new
portfolio companies (as well as 2 via our
partnership with Earlybird), both of which
benefit from increased online activity:
– Cazoo - Draper Esprit invested in British
digital used car marketplace, Cazoo,
as part of the company’s £25.0 million
second close of their Series C funding
round and subsequently participated in
Cazoo’s £240.0 million Series D round; and
– Ravelin - Draper Esprit led a US$20.0
million Series C investment round in Ravelin,
a fraud detection company. Ravelin has
pioneered the use of machine learning and
graph network technologies to help online
businesses accept more payments with
confidence. Further investments were also
made from the EIS/VCT funds.
We also invested in a range of new
investments via our partnership with
Earlybird, including Conny GmbH (ex LexFox
GmbH), a Berlin-based Legal Tech company
that enforces consumer rights across multiple
verticals, and Curio Labs Limited, the
London-based company building a global
platform for curated journalism, consumed
over audio.
Follow-on investments
The Group continued to support existing
portfolio companies and made 7 follow-on
investments (as well as 2 via our partnership
with Earlybird), notably:
– Push Doctor - £2.9 million invested into
Push Doctor, providing online doctor and
prescription services in the UK, as an
extension to their Series C round;
– Pollen - £1.3 million invested into Pollen
(formerly Verve), building a global platform
to enable users to discover and buy
aspirational brands from their network;
– Form3 - £0.9 million invested during the
period into Form3, the leading cloud-
native payment and technology provider
for banks and regulated fintechs, as
part of their US$33.0 million strategic
investment round. Alongside the plc, the
EIS/VCT funds invested £3.1 million during
the period; and
– Aircall - £0.8 million invested into Aircall,
the cloud-based call centre software for
teams, as part of a US$65.0 million Series
C round led by DTCP.
Investments made via our partnership
with Earlybird included GetSafe GmbH, a
Heidelberg-based company which uses AI
to manage insurance via smartphones,
and space tech company, Isar Aerospace
Technologies GmbH.
Seed funds
We continue with our fund of funds strategy
allowing us to identify Series A and B
investment opportunities early as well
as supporting seed stage funding across
Europe, with commitments made to 2 new
funds during the period:
– DraperB1 (early stage, Spanish
ecosystem) – Valencia-headquartered
Draper B1 Fund III is the third venture
capital fund intended to invest in
technology-based start-ups in the seed
phase. Draper Esprit has committed
US$0.5 million into the fund; and
– EKA Ventures (early stage, focus on
companies with positive societal impact)
- EKA Ventures invests in consumer
technology companies building a healthy,
inclusive and sustainable economy.
Draper Esprit has committed £1.0 million
into the fund.
Including the 2 new funds during the period,
plc has committed a cumulative total of
approximately £40.6 million to 22 funds with
a total drawn to 30 September 2020 of £16.6
million, of which £3.3 million was drawn
during the current period.
Strategic report
Interim results | Six months ended 30 September 2020
5
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Portfolio review continued
!"#$%"$&$%"$'#%"()*%"(+,%"(#*%")*(%")($%"))'%")+,%"),+%")'(%"-*&%"-(*%"-))%Remaining
Portfolio
Total
31 March 2020
Invested
Fair Value Movement
£81m
£81m
£37m
£32m
£27m
£23m
£22m
£19m
£19m
£18m
£18m
£17m
£14m
£14m
£13m
£267m
£702m
Gross Portfolio progression — by portfolio company
(£ millions)
6
Strategic report
Interim results | Six months ended 30 September 2020
draperesprit.com
Portfolio review continued
FY19A
$72m
FY20B
$117m
FY21B
$240m
$0m
$50m
$100m
$150m
$200m
$250m
$300m
+62%
+105%
Core
Emerging
31 Mar 18
31 Mar 19
10
21
31 Mar 20
39
15
30 Sep 20
15
52
16
50
0
10
20
30
40
50
70
60
Emerging
Core
62%
38%
September 2019
Invested in the period
Realised in the period
Fair Value Movement
in the period
September 2020
March 2020
£0m
£100m
£200m
£300m
£400m
£500m
£600m
£700m
£800m
£32m
£683m
£703m
£73m
£106m
£702m
Average core portfolio revenues
Number of primary portfolio companies
Core Holdings % of GPV - September 2020
Gross Portfolio Value progression
(£ millions)
Increase
Decrease
Total
Strategic report
Interim results | Six months ended 30 September 2020
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Realisations
Proceeds of £105.6 million were received during the period to 30
September 2020 from the full realisations of our holdings in Peak
Games (via our partnership with Earlybird) and TransferWise, as well
as partial disposals of UiPath (via our partnership with Earlybird)
and escrow proceeds from disposals in previous periods of Clavis and
Podpoint.
We announced our disposal of Peak Games in June 2020, following
confirmation by Zynga Inc that it would enter into an agreement
with Earlybird to acquire Istanbul-based mobile games developer
Peak Games for US$1.8 billion, comprised of approx. US$900.0
million in cash and approx. US$900.0 million of Zynga common
stock. Draper Esprit received the cash tranche and forward sold
the majority of the share tranche. The multiple on exit for the Peak
Games realisation was 3.5x.
The plc sold its remaining share in TransferWise in July 2020 in a
secondary transaction at an equity value of US$5.0 billion. The
multiple on exit for the TransferWise realisation was 3.1x.
Post period-end
Post period-end, we have continued to see a strong pipeline of
investments and have deployed £18.3 million post period-end,
including our investment co-leading PrimaryBid’s Series B round.
PrimaryBid is a technology platform that allows retail investors fair
access to public companies raising capital.
Core portfolio updates
Aircall
Invested: £10.7 million
Investment Valuation: £23.3 million
Aircall is a cloud-based call centre system. It is headquartered in Paris
and New York. It has more than 300 employees, is available in over 80+
countries, with 60,000 users world-wide.
In May 2020, demonstrating the value of the product to provide its
customers with integrations, flexibility, productivity tools, Aircall raised
US$65.0 million in Series C funding, led by DTCP with participation
from new investors Swisscom and Adam Street. Existing investors
including Draper Esprit, eFounders, Balderton Capital and NextWorld
participated in the round. This most recent round brings the company’s
total funding to date to over US$100.0 million and will be used to
expand with more developers, a bigger sales team, and a new office in
Australia.
The company’s new customers include food delivery startup Door
Dash Inc. Aircall is adding features to improve sales and service,
such as features that analyse the emotion in customers voices.
Aiven
Invested: £5.0 million
Investment valuation: £12.8 million
Aiven, the data infrastructure management platform, allows
developers to focus on application building while the platform manages
open-source databases and messaging systems for business clients on
all major cloud platforms. The company operates with 8 open-source
products, 6 Cloud platforms, and covers 87 regions with headquarters
in Boston, Berlin, Sydney, and Helsinki.
The company released Kafka MirrorMaker 2 as a stand-alone service,
enabling enterprises to access the Apache Kafka ecosystem more
easily. In July it announced the launch of Karapace, an open-source
tool that serves as a drop-in replacement for Confluent’s Kafka REST
and Schema Registry. Aiven announced two executive hires, VP of
marketing and VP of sales EMEA to fuel Aiven’s global expansion.
Cazoo
Invested: £10.0 million
Investment valuation: £17.5 million
Cazoo is one the UK’s fastest-growing digital businesses and leading
online car retailers. Launched in 2018 by founder Alex Chesterman,
founder of LoveFilm and Zoopla, the company allows customers
to research and purchase cars online. The cars can be delivered to
customers’ homes or picked up at customer centres with 11 locations
across the UK with 3 more opening shortly.
Draper Esprit initially invested in Cazoo as part of our fund of funds
investment programme via Stride Capital who backed Cazoo in
November 2018. In June 2020, Plc invested directly in the company’s
£25.0 million Series C round, and then participated in their latest £240.0
million Series D round in October 2020. Other investors in the Series D
round include General Catalyst, D1 Capital Partners, and Blackrock,
amongst others.
The company has a team of over 700 employees and growing, and
appointed Fern Wake as COO and Stephen Morana as CFO in June
2020.
Graphcore
Invested: £13.7 million
Investment valuation: £80.5 million
Graphcore, the machine intelligence semi-conductor company,
develops IPUs (Intelligent Processing Units) which enable
unprecedented levels of compute.
8
Strategic report
Interim results | Six months ended 30 September 2020
draperesprit.com
Core portfolio updates continued
In July 2020 the IPU developer launched a new chip, the GC200, and
a new IPU Machine that runs on it, the M2000, which Graphcore says
is the first AI computer to achieve a petaflop of processing power “in
the size of a pizza box.” Post period-end Graphcore released new polar
SDK 1.3, which includes new optimisations and improvements to help
developers run their models faster and more efficiently.
With offices in Bristol, London, Cambridge, Palo Alto, Oslo, Beijing,
Hsinchu, Seoul, New York, Seattle, and Austin, the global company
continues to scale in size, increasing to 450+ employees from its
previously reported +200 employees.
ICEYE
Invested: £7.5 million
Investment valuation: £14.0 million
Commercial radar imaging satellite company, ICEYE, provides imaging
services, designed to deliver frequent coverage, both day and night,
to help clients resolve challenges in sectors such as maritime, disaster
management, insurance, and finance.
During the period, ICEYE raised a US$87.0 million Series C round with
participation from return investors True Ventures, OTB Ventures,
Finnish Industry Investment (Tesi), Draper Esprit, DNX Ventures, Draper
Associates, Seraphim Capital, Promus Ventures and Space Angels.
The funding round was joined by New Space Capital and Luxembourg
Future Fund. The European Investment Fund (EIF) participated both
as advisor to Luxembourg Future Fund and as investor through the
InnovFin For Equity (IFE) programme, which is backed by the European
Commission.
The company has successfully launched 5 satellite missions, starting
with the first ever small SAR satellite launched in January 2018. ICEYE
plans to launch 4 additional SAR satellites this year and is on course to
launch at least an additional 8 in 2021.
The company provides radar imaging data from its commercial
synthetic-aperture radar (SAR) satellite constellation to the
International Charter: Space and Major Disasters for use in monitoring
and response activities. ICEYE provides these images to the Charter’s
Authorised Users to enable wider and more timely information access
for disaster events worldwide. The European Space Agency (ESA) also
announced ICEYE as a data provider under assessment through its
Earthnet Third Party Mission programme.
Ledger
Invested: £17.7 million
Investment valuation: £17.7 million
Ledger, the cryptocurrency and blockchain hardware security wallet
successfully launched the Nano X product and Ledger live companion
software. The Nano X received CSPN (First Level Security Certificate)
certification issued by the National Agency for Information Systems
Security (ANSSI). The Ledger Vault continues to be sold across
Europe, Asia, and the US as an enterprise solution, and the company
is committed to furthering its pursuit of partnerships like the ones
with Engie, the French multinational electric utility business, and
Nomura, to augment the ways in which its technology can support IOT
applications.
The company launched a new capability allowing for crypto assets to
be secured, bought, managed, and exchanged directly through Ledger
Live via its partner Changelly. Ledger also announced support for
Algorand (ALGO) and Algorand Standard Assets (ASA) in its software
application, Ledger Live, bringing the total amount of supported coins
to 27 and more than 1500 tokens.
The company now has 200 global employees working in its Paris, New
York, Hong Kong, and Vierzon bases and 1 million users in over 165
countries with 1.5 million units sold.
M-Files
Invested: £5.0 million
Investment valuation: £27.0 million
Intelligent information management platform, M-Files, organises
customers’ content with the ability to connect to existing network
folders and systems to enhance them with the help of AI to categorise
and protect information.
M-Files was named 2020 Top Rated Enterprise Content Management
(“ECM”) Software by End-Users on TrustRadius. The company received
one of the highest overall rankings, including top scores for product
scalability, and likelihood to renew. It also was named a “Leader” in
the 2020 Nucleus Research Content Manager Value Matrix Report,
which marks the seventh consecutive year that M-Files has achieved
“leader” status earning the highest recognition for both usability and
functionality.
The company has expanded a number of its strategic international
partnerships with Iron Mountain, Fulton Hogan, Devoteam
Management Consulting Denmark, and Fuji Xerox Asia Pacific
Pte LTD. It has also received SOC 3 accreditation, certifying it is in
compliance with the Trust Services Criteria of security, availability and
confidentiality developed by the American Institute of CPAs (AICPA).
Perkbox
Invested: £14.0 million
Investment valuation: £18.6 million
Perkbox is an employee wellbeing platform that provides a unique
employee experience, enriching the personal and working life of
employees. It offers a suite of products including a platform with access
to best-in-class Perks, Recognition, Insights and Medical.
In the period, Perkbox secured new partnerships with Action Aid,
Dakota Hotel, Igloo Energy, and Landmark, while existing partners
Gymshark and Krispy Kreme have enhanced their benefits.
Strategic report
Interim results | Six months ended 30 September 2020
9
draperesprit.com
Ravenpack
Invested: £7.5 million
Investment valuation: £31.9 million
Leading big data analytics provider for financial services, Ravenpack,
products allow clients to enhance returns, reduce risk and increase
efficiency by systematically incorporating the effects of public
information in their models or workflows. RavenPack’s clients include
some of the most successful global hedge funds, banks, and asset
managers.
In October 2019 the business raised a Series B Round of US$10.0 million
from the technology advisory and investment firm GP Bullhound.
Ravenpack has used the funds to expand to Asia, establishing an office
in Sydney, Australia and to diversify their product offering to better
serve corporate customers.
Ravenpack has announced partnerships with both Wall Street Horizon,
a leading provider of market-moving corporate event data, and Cosaic,
a leader in the field of interactive visualization tools. The company has
also launched an Insider Transactions Data Solution and a free 2020
US Election Media Monitoring Insights and free Coronavirus monitoring
insights.
Revolut
Invested: £7.4 million
Investment valuation: £21.9 million
In September 2020 fintech company, Revolut, celebrated 3 years of
business and 500k business customers since its launch in 2017. The
company currently boasts 12 million+ personal customers, is supported
in 35 countries and has 30+ in-app currencies.
In February 2020, Revolut raised a US$500.0 million Series D round
led by TCV, which was subsequently topped up in July by a further
US$80.0 million by TSG Consumer Partners. The funding has enabled
the company to build new products, grow into new markets, enhance
its existing product suite for existing users, and to further develop the
company’s operational infrastructure to support its continued growth.
During the period, Revolut has launched Revolut Jr. for under 17s to
help teach financial literacy and money management to children at a
young age and delivered a number of accounting software integrations
on Revolut Business including Clearbooks, Sage in the UK, QuickBooks
in France, and Bullet in Ireland. Revolut Business perks now include
Indeed, Zipcar, Advertio, PayFit UK, and Covve Scan. The company
also introduced SEPA Instant Euro Transfer on Revolut Business, and
launched in Australia and Japan.
Smava
Invested: £14.5 million
Investment valuation: £18.7 million
Online lending platform, Smava, provides easy access to the best
conditions for consumer loans from more than 25 banks. The company
is the largest specialised loan marketplace in Germany, providing
access to over €3.0 billion a year in loans.
In May, the company secured €57.0 million in financing with debt
from Kreos Capital, along with equity from existing investors Earlybird,
Verdane, Vitruvian Partners and Runa Capital. The platform offers an
overview of 70 loans between €1,000 and €120,000 from over 20 banks
and lending partners. Consumers select the loan that suits them and
take it out directly. On average, Smava borrowers pay about 35 percent
less interest than the German national average.
The company also announced a new partnership with Commerzbank.
SportPursuit
Invested: £5.6 million
Investment valuation: £14.3 million
SportPursuit is a membership-based eCommerce business using data
to inspire consumers to treat themselves to the best products from
the world’s best sports and outdoor brands at unbeatable prices in a
premium, content-rich, personalised environment.
Sales are focused on outdoor, running, snowsports, triathlon, cycling, and
health & wellbeing. The company works with over 1,000 top sport and
outdoor brands like Rapha, Arc’teryx, Garmin, Spyder, and Rab to deliver
market-beating prices to their members-only platform. In addition, the
business has built a portfolio of high-quality, owned brands.
Data is at the heart of every aspect of the business, from recruiting new
customers to delivering 1-2-1 personalised content to their audience.
The proprietary technology platform uses sophisticated algorithms and
artificial intelligence to surprise and delight SportPursuit’s customers,
delivering market leading retention rates and CLTV / CAC.
SportPursuit continues to contribute to the preservation of the great
outdoors through their partnership with Size of Wales which works with
the Welsh Government, partners in Uganda, and experts in Wales to
deliver tree planting programs in Uganda and Kenya. In the last year,
SportPursuit have funded the planting of 100,000 trees.
Thought Machine
Invested: £16.5 million
Investment valuation: £17.4 million
Thought Machine offers cloud native core banking infrastructure to
both incumbent and challenger banks. The company’s technology
provides an alternative more flexible cloud-based solution that can be
configured to provide any product, user experience, operating model or
data analysis capability.
Core portfolio updates continued
10
Strategic report
Interim results | Six months ended 30 September 2020
draperesprit.com
In early 2020, Thought Machine completed an US$83.0 million round
led by Draper Esprit and joined by Lloyds Banking Group, IQ Capital,
Backed and Playfair Capital. In July 2020 Thought Machine extended
the Series B round to US$125.0 million - the US$42.0 million extension
was led by Eurazeo, with British Patient Capital and SEB also joining the
round as new investors. Former HSBC Group COO Andy Maguire joined
as new Chairman in September of this year.
The business’ core offering, Vault, now runs on every major cloud
infrastructure provider including Google Cloud Platform, Amazon Web
Services, Microsoft Azure and IBM Cloud. In addition, Vault can be
deployed on either the bank’s choice of cloud provider, on premise, in a
hybrid cloud using Red Hat OpenShift, or as a SaaS product.
Monese and Curve, the popular pan-European fintechs have
announced they will be adopting Thought Machine’s platform, Vault.
Thought Machine was selected to join the Mastercard StartPath
programme, an industry collaboration which convenes banks,
merchants and startups to scale new technology solutions for the
financial services and payments industries.
The company has also been awarded ISO 27001 certification: a globally
recognised standard for information security practices which covers the
full spectrum of people, processes and technology.
Trustpilot
Invested: £29.7 million
Investment valuation: £80.9 million
Online global review site, Trustpilot, has tracked over 100 million reviews,
of over 400,000 companies since it launched in 2007. With offices
in Copenhagen, London, New York, Denver, Berlin, Melbourne and
Vilnius, Trustpilot’s 750 employees represent more than 40 different
nationalities.
In July, founder Peter Mühlmann announced new initiatives to ‘fight for
trust online’ in his Trust promise. The initiatives, set to be implemented
by the end of 2020, demonstrate Trustpilot’s ongoing commitment to
leading the reviews industry, which remains useful for, and trusted by,
both consumers and businesses.
Trustpilot announced the creation of a new global R&D and Innovation
Hub in Edinburgh, Scotland, to develop new, world-leading technology
that proactively tackles the behaviour that threatens trust online. The
Hub is being supported through a £1.8 million R&D grant from Scottish
Enterprise, bringing new investment into Scotland’s leading digital and
technology sector with the aim to initially create 30 new advanced data
science jobs as well as a number of new local partnerships in Edinburgh
over the course of the next three years.
Uipath
Invested: £10.3 million
Investment valuation: £36.7 million
In July, Uipath, the robotic process automation (RPA) software
company raised a US$225.0 million Series E Round led by Alkeon Capital
Management. Other participants included Accel, Coatue, Dragoneer,
IVP, Madrona Venture Group, Sequoia Capital, Tencent, Tiger Global
and Wellington. At over US$400.0 million in ARR, UiPath is one of the
fastest growing enterprise software companies worldwide.
UiPath earned the number 3 spot on Forbes 2020 Cloud 100, the
definitive ranking of the top 100 private cloud companies in the world.
Published annually by Forbes in partnership with Bessemer Venture
Partners and Salesforce Ventures, the Cloud 100 has recognized UiPath
on the strength of its market leadership, its culture and valuation, and
revenue and growth for the third year in a row. The company was also
named a 2020 CNBC Disruptor 50, and positioned by Gartner, Inc. as a
leader in the 2020 “Magic Quadrant for Robotic Process Automation”.
The company has created a Legal Automation Task Force to drive the
development and implementation of end-to-end legal automation
solutions in legal and compliance departments and corporations and
has launched a virtual streaming solution that allows customers,
prospects, and partners to explore enterprise automation solution
showcases, attend demos and participate in workshops as part of a
fully remote UiPath Immersion Lab experience.
The company has made enhancements to its Business Partner Program
to enable organizations around the world to leverage the power of
hyper automation, and is offering new training, certification, and
marketing programs for business partners through the launch of its
UiPath Services Network (USN). It also announced it would be working
with Deloitte to deliver Deloitte Intelligent Document Processing
(DIDP).
In October, Renzo Taal has joined the Company as Senior Vice
President and Managing Director of EMEA. Renzo joins UiPath from
Salesforce, where he held several international roles and most recently
served as Senior Vice President and General Manager of Asia. UiPath
also appointed former VMware and Microsoft Global Executive,
Thomas Hansen to lead worldwide sales. In response to the COVID-19
pandemic, the company launched a 1-hour Academy Live programme
for children aged 8-13 to learn about software robots and the functions
they can perform.
Core portfolio updates continued
Strategic report
Interim results | Six months ended 30 September 2020
11
draperesprit.com
Interim financial review
The six-month period to 30 September 2020 created challenges brought about by the COVID-19 pandemic but
ultimately contained many bright spots with the initial robustness of the underlying portfolio being reinforced by
enhanced opportunity. At the corporate level we delivered a strong period of cash realisations, increased the size
of the revolving credit facility, and raised further equity to take advantage of the growing opportunities in the
European venture capital market.
We ended the period with a strong liquidity position of £62.1 million
of plc cash (including restricted cash) complemented by £39.2
million of available cash resources from EIS/VCT, £60.0 million
undrawn on the revolving credit facility (increased and extended
by 1 year to £60.0 million in June 2020), as well as proceeds post
period-end of £106.6 million net of fees (£110.0 million gross) from
the fundraise announced in October 2020. During the period, £105.6
million of proceeds were received from exits (including escrows).
Portfolio valuation
The Gross Portfolio Value as at 30 September 2020 is £702.4 million
(31 March 2020: £702.9 million). Proceeds of £105.6 million were
received from realisations (including escrows) during the period.
Investments of £32.3 million were made and a gross fair value
movement was recognised of £72.7 million, including the impact of
currency movement during the period (10% gross fair value growth).
The Gross Portfolio Value is subject to deductions for the fair value of
the carry liabilities and deferred tax to generate the net investment
value of £644.8 million (31 March 2020: £657.3 million), which
is reflected in the condensed consolidated interim statement of
financial position as a financial asset held at fair value through profit
or loss. The Gross Portfolio Value Table on page 12 below reflects the
gross and net movement in value of the portfolio during the period.
The net fair value gain on investments of £56.4 million is reflected in
the consolidated statement of comprehensive income.
A deferred tax provision of £6.6 million is accrued against the gains
in the portfolio to reflect those portfolio companies where less than
5% of the equity holding is owned. The amount is netted off against
the investments in the condensed consolidated interim statement
of financial position. Carry balances of £51.4 million are accrued to
management teams, including previous and current employees of
the Group based on the current fair value at the period-end and
deducted from the Gross Portfolio Value.
Value drivers in the period have been a combination of realisations
and funding rounds with third party investors at higher values, as
well as revenue growth in the underlying portfolio businesses. Key
movements in the period include Peak Games (increased value on
realisation), UiPath, Trustpilot, M-Files and Cazoo.
Condensed consolidated interim statement of financial position
Net assets have increased by 8.4% to £714.7 million from 31 March
2020 (31 March 2020: £659.6 million). £105.6 million of proceeds for
realisations and escrow payments were received during the period,
facilitating the repayment of drawn amounts on the revolving credit
facility with Silicon Valley Bank and Investec. Performance on target
from the portfolio during the period has led to a net fair value uplift
of £56.4 million, which has translated through to equivalent NAV
growth.
The consolidated cash balance at 30 September 2020 is £62.1
million, including £2.3 million of restricted cash. The cash balance
has increased by £28.0 million since 31 March 2020 (31 March 2020:
£34.1 million) as a result of £105.6 million of realisations, offset by
investments made of £32.3 million and repayments of the revolving
credit facility of £45.0 million, and other operational and financing
related cash movements.
In June 2020, the plc’s revolving credit facility was extended and
increased by 1 year to £60.0 million. As a revolving credit facility,
drawdowns and paydowns will continue to be driven by portfolio
investments and realisations. With the facility undrawn, there is
no borrowing liability recognised on the condensed consolidated
interim statement of financial position as at 30 September 2020.
The balance recognised under borrowings of £0.5 million relates to
the capitalised fees from the setup and extension of the facility,
which are being amortised over its life. Plc has been in compliance
with all covenants throughout the duration of the facility and at 30
September 2020.
Condensed consolidated interim statement of comprehensive
income
Investment income for the period ended 30 September 2020
comprises £56.4 million of unrealised investment gains (six months
to 30 September 2019: £57.6 million) and fee income of £6.1
million (six months to 30 September 2019: £5.5 million), which is
generated from management fees and director fees. General and
administration costs are £6.6 million (six months to 30 September
2019: £5.0 million), the majority of which relate to employee costs.
Net operating costs (net of fee income) as a percentage of NAV are
substantially less than our target of 1%.
Post-balance sheet events
An oversubscribed fundraise was announced post period-end in
October 2020, in which Draper Esprit raised proceeds of £106.6
million net of fees (£110.0 million gross).
Ben Wilkinson
Chief Financial Officer
12
Strategic report
Interim results | Six months ended 30 September 2020
draperesprit.com
Gross Portfolio Value table
Fair Value
of Investments
31-Mar-20
£m
Investments
£m
Realisations
£m
Draper Esprit
(Ireland)
Limited
£m
Movements
in Fair Value
£m
Fair Value of
Investments
30-Sep-20
£m
Interest
FD category*
at reporting
date
Investments
1
Trustpilot
65.3
-
-
-
15.6
80.9
C
2
Graphcore
86.8
-
-
-
(6.3)
80.5
A
3
Ui Path
28.0
-
(2.5)
-
11.2
36.7
A
4
Ravenpack
30.9
-
-
-
1.0
31.9
D
5
M-files
20.0
-
-
-
7.0
27.0
B
6
Aircall
24.3
1.0
-
-
(2.0)
23.3
B
7
Revolut
21.9
-
-
-
-
21.9
A
8
Smava
16.7
-
-
-
2.0
18.7
B
9
Perkbox
19.9
-
-
-
(1.3)
18.6
C
10
Ledger
17.7
-
-
-
-
17.7
B
11
Cazoo
-
10.0
-
-
7.5
17.5
A
12
ThoughtMachine
17.4
-
-
-
-
17.4
B
13
SportPursuit
11.1
-
-
-
3.2
14.3
E
14
ICEYE
14.0
-
-
-
-
14.0
A
15
Aiven
12.8
-
-
-
-
12.8
B
Remaining portfolio
314.4
21.3
(103.1)
-
34.4
267.0
-
Total
701.1
32.3
(105.6)
-
72.3
700.2
Co-invest assigned to plc
1.8
-
-
-
0.4
2.2
Gross Portfolio Value
702.9
32.3
(105.6)
-
72.7
702.4
Carry external
(40.6)
-
-
-
(10.8)
(51.4)
Portfolio deferred tax
(5.3)
-
-
-
(1.3)
(6.6)
Trading carry & co-invest
0.3
-
-
-
0.1
0.4
Draper Esprit (Ireland) Limited
0.0
-
-
4.3
(4.3)
0.0
Net portfolio value
657.3
32.3
(105.6)
4.3
56.4
644.8
*Fully diluted interest categorised as follows: Cat A: 0-5%, Cat B: 6-10%, Cat C: 11-15%, Cat D: 16-25%, Cat E: >25%
Strategic report
Interim results | Six months ended 30 September 2020
13
draperesprit.com
Directors’ responsibilities statement
The Directors confirm that to the best of our knowledge:
(a) The condensed consolidated interim financial statements, which has been prepared in accordance with IAS 34 ‘Interim Financial
Reporting’, gives a true and fair view of the assets, liabilities, financial position and profit of the Group;
(b) The interim review includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and
changes therein); and
(c) The principal risks and uncertainties faced by the Group for the remaining six months of the year are consistent with those outlined
in the Group’s most recent annual financial statements for the year ended 31 March 2020, reflecting the information required by DTR
4.2.7R.
This responsibility statement was approved by the Board on 27 November 2020 and signed on its behalf by:
B.D. Wilkinson
Chief Financial Officer
27 November 2020
14
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Independent review report to Draper Esprit plc
Report on the condensed consolidated interim financial statements
Our conclusion
We have reviewed Draper Esprit plc’s condensed consolidated interim financial statements (the “interim financial statements”) in the Draper
Esprit plc Interim Results of Draper Esprit plc for the 6 month period ended 30 September 2020. Based on our review, nothing has come to
our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with
International Accounting Standard 34, ‘Interim Financial Reporting’, as adopted by the European Union and the AIM Rules for Companies.
What we have reviewed
The interim financial statements comprise:
– the Condensed consolidated interim statement of financial position as at 30 September 2020;
–
the Condensed consolidated interim statement of comprehensive income for the period then ended;
– the Condensed consolidated interim statement of cash flows for the period then ended;
–
the Condensed consolidated interim statement of changes in equity for the period then ended; and
– the explanatory notes to the interim financial statements.
The interim financial statements included in the Interim Results have been prepared in accordance with International Accounting Standard
34, ‘Interim Financial Reporting’, as adopted by the European Union and the AIM Rules for Companies.
As disclosed in note 4 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the
full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the
European Union.
Responsibilities for the interim financial statements and the review
Our responsibilities and those of the directors
The Interim Results, including the interim financial statements, is the responsibility of, and has been approved by, the Directors. The
Directors are responsible for preparing the Interim Results in accordance with the AIM Rules for Companies which require that the financial
information must be presented and prepared in a form consistent with that which will be adopted in the Company’s annual financial
statements.
Our responsibility is to express a conclusion on the interim financial statements in the Interim Results based on our review. This report,
including the conclusion, has been prepared for and only for the Company for the purpose of complying with the AIM Rules for Companies
and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person
to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What a review of interim financial statements involves
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ‘Review of Interim
Financial Information Performed by the Independent Auditor of the Entity’ issued by the Auditing Practices Board for use in the United
Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and,
consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an
audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Interim Results and considered whether it contains any apparent misstatements or
material inconsistencies with the information in the interim financial statements.
PricewaterhouseCoopers LLP, Chartered Accountants, London
27 November 2020
15
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of comprehensive income
for the period ended 30 September 2020
Notes
Unaudited
Period Ended
30 Sep 2020
£’000s
Unaudited
Period Ended
30 Sep 2019
£’000s
Audited
Year Ended
31 Mar 2020
£’000s
Change in unrealised gains on investments held at fair value through the profit and loss
10
56,416
57,646
40,755
Fee income
6,053
5,480
11,255
Total investment income
62,469
63,126
52,010
Operating expenses
General administrative expenses
(6,611)
(5,005)
(9,810)
Depreciation and amortisation
(310)
(219)
(520)
Share based payments – resulting from Company share option scheme
(283)
(442)
(990)
Investment and acquisition costs
(121)
(45)
(239)
Total operating costs
(7,325)
(5,711)
(11,559)
Profit from operations
55,144
57,415
40,451
Finance (expense)/income
Net finance (expense)/income
6
(1,534)
1,288
(68)
Operating profit before tax
53,610
58,703
40,383
Income taxes
13
199
–
(17)
Profit for the period/year
53,809
58,703
40,366
Other comprehensive income/(expense)
–
–
–
Total comprehensive income for the period/year
53,809
58,703
40,366
Profit attributable to:
Owners of the parent
53,809
58,307
39,707
Non-controlling interest^
–
396
659
Earnings per share attributable to owners of the parent:
Basic earnings per weighted average shares (pence)
7
45
49
34
Diluted earnings per weighted average shares (pence)
7
45
47
33
^ On 10 March 2020, the Group acquired the remaining interest in Encore Ventures LLP and as such no profit after 10 March 2020 is attributable to the non-controlling interest.
The notes on pages 20 to 34 are an integral part of these condensed consolidated interim financial statements.
16
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of financial position
As at 30 September 2020
Notes
Unaudited
30 Sep 2020
£’000s
Unaudited
30 Sep 2019
£’000s
Audited
31 Mar 2020
£’000s
Non-current assets
Intangible assets
8
9,977
10,079
10,028
Investments in associates
9
258
258
258
Financial assets held at fair value through the profit or loss
10
644,809
638,452
657,333
Property, plant and equipment
1,596
1,823
1,760
Total non-current assets
656,640
650,612
669,379
Current assets
Trade and other receivables
3,734
8,357
7,719
Cash and cash equivalents
59,870
43,654
32,255
Restricted cash
12
2,255
1,878
1,883
Total current assets
65,859
53,889
41,857
Current liabilities
Trade and other payables
(6,708)
(5,361)
(5,038)
Lease liabilities
16
(372)
(310)
(358)
Total current liabilities
(7,080)
(5,671)
(5,396)
Non-current liabilities
Deferred tax
13
(412)
(621)
(611)
Loans and borrowings
12
536
(19,538)
(44,636)
Lease liabilities
16
(805)
(1,176)
(975)
Total non-current liabilities
(681)
(21,335)
(46,222)
Net assets
714,738
677,495
659,618
Equity
Share capital
14
1,192
1,179
1,189
Share premium account
14
401,752
395,747
400,726
Merger relief reserve
13,097
13,097
13,097
Share-based payments reserve – resulting from Company share option scheme
15
2,621
2,155
2,339
Share-based payments reserve – resulting from acquisition of subsidiary
15
10,823
10,823
10,823
Retained earnings
285,253
254,044
231,444
Equity attributable to owners of Draper Esprit Plc
714,738
677,045
659,618
Non-controlling interests^
–
450
–
Total equity
714,738
677,495
659,618
Net assets per share (pence)
7
600
574
555
^ On 10 March 2020, the Group acquired the remaining interest in Encore Ventures LLP and as such no equity is attributable to non-controlling interest after 10 March 2020.
The condensed interim financial statements were approved by the Board of Directors and authorised for issue on 27 November 2020.
B.D. Wilkinson
Chief Financial Officer
The notes on pages 20 to 34 are an integral part of these condensed consolidated interim financial statements.
17
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of cash flows
for the period ended 30 September 2020
Notes
Unaudited
Period
30 Sep 2020
£’000s
Unaudited
Period
30 Sep 2019
£’000s
Audited
Year
31 Mar 2020
£’000s
Cash flows from operating activities
Profit after tax
53,809
58,703
40,366
Adjustments to reconcile operating profit to net cash flows used in operating activities:
Revaluation of investments held at fair value through the profit and loss
10
(56,416)
(57,646)
(40,755)
Depreciation and amortisation
310
219
520
Share-based payments – resulting from Company share option scheme
15
283
442
990
Net finance expense/(income)
1,534
(1,288)
68
Decrease/(Increase) in trade and other receivables and other working capital
movements
292
(3,525)
(2,886)
Increase/(decrease) in trade and other payables and other working capital movements
1,314
402
79
Purchase of investments
(32,343)
(41,453)
(89,935)
Proceeds from disposals in underlying investment vehicles
105,565
22,674
39,533
Net loans made (to)/returned from underlying investment vehicles and Group companies
(771)
(3,751)
(8,541)
Net cash used in operating activities
73,577
(25,223)
(60,561)
Tax paid
–
(10)
(3)
Net cash (outflow) from operating activities
73,577
(25,233)
(60,564)
Cash flows from investing activities
Purchase of property, plant and equipment
(95)
(267)
(368)
Interest received
6
187
100
289
Net cash (outflow)/inflow from investing activities
92
(167)
(79)
Cash flows from financing activities
Cash paid to non-controlling interests
–
(180)
(893)
Net borrowing cash movements
12
(46,386)
19,401
43,588
Repayments of lease liabilities
16
(220)
(109)
(166)
Net equity cash movements
973
(36)
660
Net cash (outflow)/inflow from financing activities
(45,633)
19,076
43,189
Net (decrease)/ increase in cash & cash equivalents
28,036
(6,324)
(17,454)
Cash and cash equivalents at beginning of period/year
34,138
50,358
50,358
Exchange differences on cash and cash equivalents
(49)
1,498
1,234
Cash and cash equivalents at end of period/year
59,870
43,654
32,255
Restricted cash at period/year end
2,255
1,878
1,883
Total cash and cash equivalents and restricted cash at period/year end
62,125
45,532
34,138
The notes on pages 20 to 34 are an integral part of these condensed consolidated interim financial statements.
18
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of changes in equity
for the period ended 30 September 2020
Unaudited
Share
capital
£’000s
Share
premium
£’000s
Merger relief
reserve
£’000s
Share-based
payments
reserve –
resulting from
Company share
option scheme
£’000s
Share-based
payments
reserve –
resulting from
acquisition of
subsidiary
£’000s
Retained
earnings
£’000s
Total
equity
£’000s
Balance at 31 March 2020
1,189
400,726
13,097
2,339
10,823
231,444
659,618
Comprehensive Income for the year
Profit for the period
–
–
–
–
–
53,809
53,809
Total comprehensive income for the period
–
–
–
–
–
53,809
53,809
Contributions by and distributions
to the owners:
Issue of share capital (note 14)
3
–
–
–
–
–
3
Share premium (note 14)
–
1,026
–
–
–
–
1,026
Merger relief reserve
–
–
–
–
–
–
–
Net movements in share based payments
– resulting from Company share option
scheme (note 15)
–
–
–
282
–
–
282
Balance at 30 September 2020
1,192
401,752
13,097
2,621
10,823
285,253
714,738
Unaudited
Share
capital
£’000s
Share
premium
£’000s
Merger relief
reserve
£’000s
Share-based
payments
reserve –
resulting
from
Company
share option
scheme
£’000s
Share-based
payments
reserve –
resulting
from
acquisition
of
subsidiary
£’000s
Retained
earnings
£’000s
Total
attributable
to equity
holders of
the parent
£’000s
Attributable
to non-
controlling
interests
£’000s
Total
equity
£’000s
Balance at 31 March 2019
1,179
395,783
13,097
1,713
10,823
195,737
618,332
234
618,566
Comprehensive Income for the year
Profit for the period
–
–
–
–
–
58,307
58,307
396
58,703
Amounts paid to non-controlling interest
–
–
–
–
–
–
–
(180)
(180)
Total comprehensive income for the period
–
–
–
–
–
58,307
58,307
216
58,523
Contributions by and distributions
to the owners:
Issue of share capital (note 14)
–
–
–
–
–
–
–
–
–
Share premium (note 14)
–
(36)
–
–
–
–
(36)
–
(36)
Merger relief reserve
–
–
–
–
–
–
–
–
–
Net movements in share based payments
– resulting from Company share option
scheme (note 15)
–
–
–
442
–
–
442
–
442
Balance at 30 September 2019
1,179
395,747
13,097
2,155
10,823 254,044
677,045
450
677,495
19
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Condensed consolidated interim statement of changes in equity
for the period ended 30 September 2020
Audited
Share
capital
£’000s
Share
premium
£’000s
Merger relief
reserve
£’000s
Share-based
payments
reserve –
resulting
from
Company
share option
scheme
£’000s
Share-based
payments
reserve –
resulting
from
acquisition
of
subsidiary
£’000s
Retained
earnings
£’000s
Total
attributable
to equity
holders of
the parent
£’000s
Attributable
to non-
controlling
interests
£’000s
Total
equity
£’000s
Balance at 31 March 2019
1,179
395,783
13,097
1,713
10,823
195,737
618,332
234
618,566
Comprehensive Income for the year
Profit for the year
–
–
–
–
–
39,707
39,707
659
40,366
Amounts withdrawn by non-controlling
interest
–
–
–
–
–
–
–
(893)
(893)
Total comprehensive income for the year
–
–
–
–
–
39,707
39,707
(234)
39,473
Contributions by and distributions
to the owners:
Adjustment for Encore Ventures acquisition
–
–
–
–
–
(4,000)
(4,000)
–
(4,000)
Issue of share capital (note 14)
10
–
–
–
–
–
10
–
10
Share premium (note 14)
–
4,943
–
–
–
–
4,943
–
4,943
Net movements in share based payments
– resulting from Company share option
scheme (note 15)
–
–
–
626
–
–
626
–
626
Balance at 31 March 2020
1,189 400,726
13,097
2,339
10,823
231,444
659,618
–
659,618
The notes on pages 20 to 34 are an integral part of these condensed consolidated interim financial statements.
20
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
1. General information
Draper Esprit plc (the “Company”) is a public limited company limited by shares incorporated and domiciled in England and Wales. The
Company is listed on the London Stock Exchange’s AIM market and Euronext Dublin’s Euronext Growth market.
The Company is the ultimate parent company in which results of subsidiaries are consolidated in line with IFRS 10 (see the Draper Esprit plc annual report
for the year ended 31 March 2020 for further details). The condensed consolidated interim financial statements for the period ended 30 September 2020
comprise the condensed consolidated interim financial statements of the Company and its subsidiaries (together, “the Group”). The information for
the six-month period ended 30 September 2020 and 2019 do not constitute statutory accounts as described in section 80 of the Companies Act 2006.
Comparative figures for the year ended 31 March 2020 are taken from the full statutory accounts, which contained an unqualified audit opinion.
The condensed consolidated interim financial statements are presented in Pounds Sterling (GBP/£), which is the currency of the primary
economic environment in which the Group operates. All amounts are rounded to the nearest thousand, unless otherwise stated.
2. Standards not affecting the reported results or financial position
No upcoming changes under IFRS are likely to have a material effect on the reported results or financial position. Management will continue
to monitor upcoming changes.
3. Adoption of new and revised standards
No changes to IFRS have impacted this period’s financial statements.
4. Significant accounting policies
Basis of accounting
The condensed consolidated interim financial statements are for the six-month period ended 30 September 2020 and have been prepared
on a going concern basis in accordance with IAS 34 ’Interim Financial Statements’ (IAS 34). They are unaudited and do not include all of
the information required in statutory annual financial statements in accordance with the IFRSs as adopted by the EU and should be read
conjunction with the consolidated financial statements for the year ended 31 March 2020.
The condensed consolidated interim financial statements have been approved for issue by the Board of Directors on 27 November 2020.
a) Significant accounting policies
The condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted by the
Group’s most recent annual financial statements for the year ended 31 March 2020.
5. Critical accounting estimates and judgements
The Directors have made the following judgements and estimates that have had the most significant effect on the carrying amounts of
the assets and liabilities in the consolidated financial statement. The estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods. Actual results may differ from
estimates. The key estimates, (5)(a) and (5)(b), and judgements, (5)(c) and (5)(d), are discussed below. There have been no changes to
the accounting estimates and judgements in the period ended 30 September 2020.
a) Valuation of unquoted equity investments at fair value through the profit and loss
The Group invests into Limited Companies and Limited Partnerships which are considered to be investment companies that invest in unquoted
equity for the benefit of the Group. These investment companies are measured at fair value through the profit or loss based on their NAV at the
period/year end. The Group controls these entities and is responsible for preparing their NAV which is based on the valuation of their unquoted
investments. The Group’s valuation of investments measured at fair value through profit or loss is therefore dependent upon estimations of the
valuation of the underlying portfolio companies.
The Group, through its controlled investment companies, also invests in investment companies which primarily focus on German or seed
investments. These investments are considered to be ‘Fund of Fund investments’ for the Group and are recognised at their NAV at the period-/
year-end date. These Fund of Fund investments are not controlled by the Group and some do not have coterminous year ends with the Group.
To value these investments, management obtain the latest audited financial statements or partner reports of the investments and discuss
further movements with the management of the companies. Where the Fund of Funds hold investments that are individually material to the
Group, management perform further procedures to determine that the valuation of these investments has been prepared in accordance with
the Group’s valuation policies for portfolio companies outlined below and these valuations will be adjusted by the Group where necessary based
on the Group valuation policy for valuing portfolio companies.
21
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
The estimates required to determine the appropriate valuation methodology of unquoted equity investments means there is a risk of material
adjustment to the carrying amounts of assets and liabilities. These estimates include whether to increase or decrease investment valuations
and require the use of assumptions about the carrying amounts of assets and liabilities that are not readily available or observable.
The fair value of unlisted securities is established with reference to the International Private Equity and Venture Capital Valuation Guidelines as
well as the IPEV Board, Special Valuation Guidance issued on 31 March 2020 in response to the COVID-19 crisis (together the “IPEV Guidelines”).
An assessment will be made at each measurement date as to the most appropriate valuation methodology.
The Group invests in early-stage and growth technology companies, through predominantly unlisted securities. Given the nature of these
investments, there are often no current or short-term future earnings or positive cash flows. Consequently, although not considered to be the
default valuation technique, the appropriate approach to determine fair value may be based on a methodology with reference to observable
market data, being the price of the most recent transaction. Fair value estimates that are based on observable market data will be of greater
reliability than those based on estimates and assumptions and accordingly where there have been recent investments by third parties, the price
of that investment will generally provide a basis of the valuation.
If this methodology is used, its initial use and the length of period for which it remains appropriate to use the price of recent investment
depends on the specific circumstances of the investment, and the Group will consider whether this basis remains appropriate each time
valuations are reviewed. In addition, the inputs to the valuation model (e.g. revenue, comparable peer group, product roadmap) will be
recalibrated to assess the appropriateness of the methodology used in relation to the market performance and technical/product milestones
since the round and the company’s trading performance relative to the expectations of the round.
The Group considers alternative methodologies in the IPEV Guidelines, being principally price-revenue or price-earnings multiples, depending
upon the stage of the asset, requiring management to make assumptions over the timing and nature of future revenues and earnings when
calculating fair value. Since March we have updated company valuations using portfolio companies revised forecasts reflecting the anticipated
impact due to COVID-19.
We continue to monitor cash runway, supply chain risk, sector risk, and average length of customer contract, amongst other things across the
portfolio.
Where a fair value cannot be estimated reliably, the investment is reported at the carrying value at the previous reporting date unless there is
evidence that the investment has since been impaired.
In all cases, valuations are based on the judgement of the Directors after consideration of the above and upon available information believed
to be reliable, which may be affected by conditions in the financial markets. Due to the inherent uncertainty of the investment valuations, the
estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the
differences could be material. Due to this uncertainty, the Group may not be able to sell its investments at the carrying value in these financial
statements when it desires to do so or to realise what it perceives to be fair value in the event of a sale. See Notes 17 and 18 for information on
unobservable inputs used and sensitivity analysis on investments held at fair value through the profit and loss.
b) Carrying amount of goodwill
Determining whether goodwill is impaired requires an estimation of the recoverable amount of the cash-generating units to which goodwill is
allocated. An impairment review is performed on an annual basis as at the end of March unless there is a trigger event during the period. The
recoverable amount is based on “value in use” calculations, which requires estimates of future cash flows expected from the cash generation
unit (CGU) and a suitable discount rate in order to calculate present value. The key assumptions for the value in use calculations are the
discount rate using pre-tax rates that reflect the current market assessments of the time value of money and risks specific to the CGU. The
internal rate of return (“IRR”) used was based on past performance and experience. The carrying amount of the goodwill as at the statement
of financial position date was £9.7 million. The Group has conducted a sensitivity analysis on the impairment test of the CGU and the carrying
value. A higher discount rate in the range of 15%-20% does not reduce the carrying value of goodwill to less than its recoverable amount.
The CGU was determined to be the fund managers. This is a critical management judgement, as they are responsible for generating deal
flow and working with investee companies creating value and maximising returns for the Group.
22
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
c) Control assessment
The Group has a number of entities within its corporate structure and a judgement has been made of which should be consolidated in
accordance with IFRS 10, and which should not. The Group consolidates all entities where it has control over the following: power over the
investee to significantly direct the activities; exposure, or rights, to variable returns from its involvement with the investee, and the ability
to use its power over the investee to affect the amount of the investor’s returns. The Company does not consolidate qualifying investment
companies it controls in accordance with IFRS 10 and instead recognises them as investments held at fair value through the profit and loss.
d) Business combinations
In June 2016, the Company acquired the underlying investment vehicles and Esprit Capital Partners LLP and its subsidiaries. The Directors
undertook a detailed assessment of the substance of this transaction with reference to the requirements of IFRS 10 and IFRS 3. Following
that assessment based on the judgement of Directors, it has been determined that this transaction was appropriately accounted for as an
acquisition.
In March 2020, the Group acquired the remaining membership interest in Encore Ventures LLP. Prior to this, the Group held a membership
interest of 71% and had determined based on its control assessment that the Group had control over Encore Ventures LLP and consolidated
this entity in accordance with IFRS 10. As a result, the acquisition of the remaining membership interest has been assessed to be a change in
ownership interest and is accounted for as such under IFRS 10. This is not deemed to be a business combination.
6. Net finance (expense)/income
Period ended
30 Sep 2020
£’000s
Period ended
30 Sep 2019
£’000s
Year ended
31 Mar 2020
£’000s
Interest on leases (Note 16)
(45)
(43)
(94)
Interest and expenses on loans and borrowings (Note 12)
(1,627)
(267)
(1,497)
Net foreign exchange loss
(49)
–
–
Finance costs
(1,721)
(310)
(1,591)
Net foreign exchange gain
–
1,498
1,234
Interest income on cash and cash equivalents
187
100
289
Finance income
187
1,598
1,523
Net finance (expense)/income
(1,534)
1,288
(68)
7. Earnings per share and net asset value
The calculation of basic earnings per weighted average shares is based on the profit attributable to shareholders and the weighted average
number of shares. When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effect
of all dilutive share options and awards.
Basic earnings per ordinary share
Profit after tax
£’000s
Weighted average
no. of shares
‘000
Pence
per share
30 September 2020
53,809
118,962
45
30 September 2019
58,307
117,925
49
31 March 2020
39,707
118,013
34
Diluted earnings per ordinary share
Profit after tax
£’000s
Weighted average
no. of shares
‘000
Pence
per share
30 September 2020
53,809
119,485
45
30 September 2019
58,307
122,814
47
31 March 2020
39,707
120,961
33
23
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Net asset value per share is based on the net assets attributable to shareholders and the number of shares at the relevant reporting date
(balance sheet date). When calculating the diluted earnings per share, the number of shares in issue at balance sheet date is adjusted for
the effect of all dilutive share options and awards.
Net asset value per ordinary share
Net assets attributable
to owners of Draper
Esprit plc
£’000s
No. of shares
‘000
Pence
per share
30 September 2020
714,738
119,208
600
30 September 2019
677,045
117,925
574
31 March 2020
659,618
118,918
555
Diluted net asset value per ordinary share
Net assets attributable
to owners of Draper
Esprit plc
£’000s
No. of shares
‘000
Pence
per share
30 September 2020
714,738
119,765
597
30 September 2019
677,045
122,814
551
31 March 2020
659,618
121,609
542
8. Intangible assets
30 September 2020
Goodwill1
£’000s
Customer contracts2
£’000s
Total
£’000s
Cost
Cost carried forward as at 1 April 2020
9,653
818
10,471
Additions during the period
–
–
–
Cost as at 30 September 2020
9,653
818
10,471
Accumulated amortisation
Amortisation carried forward as at 1 April 2020
–
(443)
(443)
Charge for the period
–
(51)
(51)
Accumulated amortisation as at 30 September 2020
–
(494)
(494)
Net book value:
As at 30 September 2020
9,653
324
9,977
30 September 2019
Goodwill1
£’000s
Customer contracts2
£’000s
Total
£’000s
Cost
Cost carried forward as at 1 April 2019
9,653
818
10,471
Additions during the period
–
–
–
Cost as at 30 September 2019
9,653
818
10,471
Accumulated amortisation
Amortisation carried forward as at 1 April 2019
–
(341)
(341)
Charge for the period
–
(51)
(51)
Accumulated amortisation as at 30 September 2019
–
(392)
(392)
Net book value:
As at 30 September 2019
9,653
426
10,079
24
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
31 March 2020
Goodwill1
£’000s
Customer contracts2
£’000s
Total
£’000s
Cost
Cost carried forward as at 1 April 2019
9,653
818
10,471
Additions during the year
–
–
–
Cost as at 31 March 2020
9,653
818
10,471
Accumulated amortisation
Amortisation carried forward as at 1 April 2019
–
(341)
(341)
Charge for the year
–
(102)
(102)
Accumulated amortisation as at 31 March 2020
–
(443)
(443)
Net book value:
As at 31 March 2020
9,653
375
10,028
1
Goodwill of £9.7 million recognised on the acquisition of all the capital interests in Esprit Capital Partners LLP, a Venture Capital manager based in the UK, on 15 June 2016 and represents the value of
the acquired expertise and knowledge of the fund managers. The directors have identified the fund managers as the cash-generating unit (“CGU”) being the smallest group of assets that generates
cash inflows independent of cash flows from other assets or groups of assets. The fund managers are responsible for generating deal flow and working closely with investee companies creating value
and maximising returns for the Group. The Group tests goodwill annually for impairment comparing the recoverable amount using value-in-use calculations and the carrying amount. Value-in-use
calculations are based on future expected cash flows generated by the CGU from management fees that would be received if the portfolio of assets were managed by an independent third party
under commercial terms over the next eight years. The key assumptions for the value in use calculations are the discount rate using pre-tax rates that reflect the current market assessments of the
time value of money and risks specific to the CGU, and the percentage of management fees. The discount rate used was 10% and the management fees were charged at 2% of portfolio assets.
2
An intangible asset of £0.8 million was also recognised in respect of the anticipated profit arising from management fees as a result of the participation in Encore Ventures LLP following the
acquisition of Esprit Capital Partners LLP.
9. Investments in associates and related undertakings
On 24 November 2016, Draper Esprit acquired a 30.77% stake in Elderstreet Holdings Limited (registered office: 20 Garrick Street, London,
United Kingdom, WC2E 9BT), the holding company of Elderstreet with an option to acquire the balance of the Elderstreet Holdings Limited
shares. The initial consideration of £0.26 million has been satisfied by the issue of 73,667 new ordinary shares of 1 pence each in the capital
of the Company. The Group’s share of profits in the period was not material and there were no indications of impairment at balance sheet
date.
Related undertakings
Please see below details of investments held by the Group’s investment companies, where the ownership percentage or partnership interest
exceeds 20%:
Name
Address
Type of share holding
Interest FD category*
at reporting date/
partnership interest
SportPursuit Limited
Unit 1.18, Canterbury Court, Kennington Park,
1-3 Brixton Road, London, England, SW9 6DE
Ordinary shares
Preference shares
E
Bright Computing Holding B.V.
Kingsfordweg 151, 1043 GR Amsterdam, the
Netherlands
Ordinary shares
Preference shares
E
Ravenpack Holding AG
Churerstrasse 135, CH-8808 Pfäffikon,
Switzerland
Ordinary shares
Preference shares
D
Earlybird IV
c/o Earlybird Venture Capital, Maximilianstr. 14,
80539, München
Partnership interest
27%
Earlybird VI
c/o Earlybird Venture Capital, Maximilianstr. 14,
80539, München
Partnership interest
56.5%
*Fully diluted interest categorised as follows: Cat A: 0-5%, Cat B: 6-10%, Cat C: 11-15%, Cat D: 16-25%, Cat E: >25%.
Details of the FV of the core companies are detailed as part of the Gross Portfolio Progression table on page 12.
25
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
10. Financial assets held at fair value through profit and loss
The Group holds investments through investment vehicles it manages. The investments are predominantly in unlisted securities and are
carried at fair value through the profit and loss. The Group’s valuation policies are set out in detail in the annual audited consolidated
financial statements for the year ended 31 March 2020. The table below sets out the movement in the balance sheet value of investments
from the start to the end of the year, showing investments made, cash receipts and fair value movements.
Unaudited
As at
30 Sep 2020
£’000s
Unaudited
As at
30 Sep 2019
£’000s
Audited
As at
31 Mar 2020
£’000s
As at 1 April
657,333
562,061
562,061
Investments made in the period1
32,343
41,453
89,935
Investments settled in shares
–
–
–
Loans repaid from underlying investment vehicles
(105,565)
(22,674)
(39,533)
Loans made to underlying investment vehicles
4,282
(34)
4,115
Unrealised gains on the revaluation of investments
56,416
57,646
40,755
As at period end
644,809
638,452
657,333
1
Investments and loans made in the period/year are amounts the Company has invested in underlying investment vehicles. This is not the equivalent to the total amount invested in portfolio
companies as existing cash balances from the investment vehicles are reinvested.
11. Operating segments
IFRS 8 Operating Segments defines operating segments as those activities of an entity about which separate financial information is available and
which are evaluated by the Chief Operating Decision Maker to assess performance and determine the allocation of resource. The Chief Operating
Decision Maker has been identified by the Board of Directors as the Chief Executive Officer. The Group has one operating segment identified, the
investment portfolio of the Group, which is monitored closely, and strategic decisions are made on the basis of the investment portfolio performance.
12. Loans and borrowings
In June 2019 the Company entered into a revolving credit facility agreement with Silicon Valley Bank and Investec (together the “Financiers”)
of £50.0 million over a 3-year term to provide financial flexibility and to fund the future growth plans of investee companies. This was
extended in June 2020 by £10.0 million to £60.0 million with a maturity of June 2023. The Company incurred initial costs of £0.5 million
and £0.3 million in respect of the increase and extension of the facility in June 2020, which are presented within loans and borrowings on
the statement of financial position and are amortised over the life of the facility. Interest-related charges are reported in the condensed
consolidated statement of comprehensive income as finance costs (see note 6). The bank loans are secured on agreed assets of the Group
within the asset class of investments, updated as agreed with the Financiers from time to time, and are subject to customary financial and
non-financial conditions with which the Group must comply.
The facility agreement contains financial and non-financial covenants.
a) There must be a minimum of ten core investments at all times (core investments are not defined in the same way as in this interim report as it is
more broadly defined);
b) The ratio of the NAV of all investments (as defined in the agreement) to original investment cost should not be less than 1.1:1.0 at any time; and
c) The ratio of the NAV (as defined in the agreement) plus amounts in the collateral account to financial indebtedness (as defined in the
agreement) should not be less than 10:1 at any time.
In addition, the borrowing base (as defined in the agreement) must exceed the facility amount.
As collateral for interest payments, an amount equal to the aggregate amount of interest costs due for the coming six months, all being
equal, must be held in an Interest Reserve Account at all times. The balance of this at 30 September 2020 was £2.3 million and is reflected
on the Condensed Consolidated Interim Statement of Financial Position as restricted cash.
The debt facility is repayable on maturity (June 2023) but may become repayable earlier if certain conditions are not met.
As at 30 September 2020, the Company has nil drawn down of the £60.0 million facility.
26
draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Period ended
30 Sep 2020
£’000s
Period ended
30 Sep 2019
£’000s
Year ended
31 Mar 2020
£’000s
Bank loan senior facility amount
60,000
50,000
50,000
Interest rate
BOE base rate +
6.75% /
7.50% floor
BOE base rate +
6.75% /
7.50% floor
BOE base rate +
6.75% /
7.50% floor
Drawn at balance sheet date
–
20,000
45,000
Arrangement fees
(536)
(462)
(364)
Loan liability balance
(536)
19,538
44,636
Undrawn facilities at balance sheet date
60,000
30,000
5,000
13. Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 19% (31 March 2020: 19%). The
movement on the deferred tax account is shown below:
Period ended
30 Sep 2020
£’000s
Period ended
30 Sep 2019
£’000s
Year ended
31 Mar 2020
£’000s
Arising on business combination
(62)
(95)
(75)
Arising on co-invest and carried interest
(483)
(526)
(414)
Other timing differences
133
–
(122)
At the end of the period
(412)
(621)
(611)
The tax movement in the condensed consolidated interim statement of comprehensive income of £0.2 million results from the movement in
deferred tax.
14. Share capital and share premium
Ordinary share capital
30 September 2020 – Allotted and fully paid
Number
Pence
£’000s
At the beginning of the period
118,918,124
1
1,189
Issue of share capital during the period for cash1
289,835
1
3
Issue of share capital during the period as consideration for investment purchase
–
1
–
At the end of the period
119,207,959
1
1,192
1
Between 18 August 2020 and 16 September 2020, 289,835 new 1p ordinary shares were issued in association with share options being exercised.
30 September 2019 – Allotted and fully paid
Number
Pence
£’000s
At the beginning of the period
117,925,470
1
1,179
Issue of share capital during the period for cash
–
–
–
Issue of share capital during the period as consideration for investment purchase
–
–
–
At the end of the period
117,925,470
1
1,179
There were no new shares issued in the period.
27
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
31 March 2020 – Allotted and fully paid
Number
Pence
£’000s
At the beginning of the period
117,925,470
1
1,179
Issue of share capital during the period for cash2
195,842
1
2
Issue of share capital during the period as consideration for investment purchase3
796,812
1
8
At the end of the period
118,918,124
1
1,189
2 Between 24 December 2019 and 21 February 2020, 195,842 new 1p ordinary shares were issued in association with share options being exercised.
3
On 10 March 2020, as part of the acquisition agreement relating to the remaining interest in Encore Ventures LLP it was agreed that the Company would issue 796,812 new ordinary shares at
502p.
Share premium
Allotted and fully paid
Period ended
30 Sep 2020
£’000s
Period ended
30 Sep 2019
£’000s
Year ended
31 Mar 2020
£’000s
At the beginning of the period
400,726
395,783
395,783
Premium arising on the issue of ordinary shares1
1,026
–
4,983
Transfer to merger relief reserve
–
–
–
Equity issuance costs2
–
(36)
(40)
At the end of the period
401,752
395,747
400,726
1
The movement on share premium during the period has arisen as a result of 289,835 ordinary shares issued at a premium in association with share options being exercised during the period.
2
The negative premium movement on ordinary shares in the period ending 30 September 2019 arises from costs that fell in this period relating to an issuance of shares in the prior period.
15. Share-based payments
Date of
Grant
b/f 1 April
2020
Granted
in the
period
Lapsed
in the
period
Exercised
in the
period
c/f 30 Sep
2020
Approved
options
Vesting
period
Exercise
price
(pence)
FV per
granted
instrument
(pence)
Draper Esprit plc 2016
Company Share Options
Plan (CSOP)
28/11/2016
1,216,034
–
–
(289,835)
926,199
67,600
3 years
355
64.1
28/11/2016
101,685
–
–
–
101,685
–
3 years
355
89.3
11/11/2017
160,000
–
–
–
160,000
25,068
3 years
354
89.8
28/11/2017
1,155,364
–
(20,775)
–
1,134,589
15,502
3 years
387
70.9
28/11/2017
116,016
–
–
–
116,016
–
3 years
387
97.9
30/07/2018
1,027,500
–
(150,700)
–
876,800
–
3 years
492
152.9
30/07/2018
102,750
–
–
–
102,750
–
3 years
492
186.4
12/02/2019
796,868
–
(61,566)
–
735,302
–
3 years
530
67.8
12/02/2019
75,000
–
–
–
75,000
–
3 years
530
95.2
26/11/2019
200,000
–
–
–
200,000
6,424
3 years
467
71.5
29/06/2020
–
200,000
–
–
200,000
–
3 years
449
81.2
Draper Esprit plc Long
Term Incentive Plan
29/06/2020
–
568,682
–
–
568,682
–
3 years
1
449.0
28
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
During the period, 289,835 options granted in November 2016 were exercised and 233,041 options lapsed.
During the period, 200,000 share options were granted under the Draper Esprit plc 2016 Company Share Options Scheme and 568,682 as part of
the Draper Esprit plc Long Term Incentive Plan under the Amended and Restated Draper Esprit plc 2016 Company Share Options Plan (the “LTIP”).
For share options granted under the Draper Esprit plc 2016 Company Share Options Plan, the Black Scholes Option Pricing Model has been
used for valuation purposes. All options are settled in shares. Volatility is expected to be in the range of 20-30% based on an analysis of the
Company’s and peer group’s share price. The risk-free rate used was 0.73% and 1.57% and was taken from zero coupon United Kingdom
government bonds on a term consistent with the vesting period.
There are no performance conditions attached to the share options granted under the Draper Esprit plc 2016 Company Share Options Plan.
Share options granted during the period under the LTIP vest if certain performance standards are met. The amount of options that will vest
depends on performance conditions included within the agreement relating to realisations, assets under management, and Total Shareholder
Return (“TSR”). These options are granted under the plan for no consideration and are granted at a nominal value of 1p. All options are settled
in shares. The fair value of the LTIP shares will be valued using an adjusted form of the Black-Scholes model which includes a Monte Carlo
simulation model. A six-monthly review will take place of non-market performance conditions.
16. Leases
Lessee – Real Estate Leases
The Group leases office buildings in London for use by its staff. The Group also has offices in Cambridge (closed post period-end) and in Dublin,
however these contracts are classified as service contracts and not leases. Information about leases for which the Group is a lessee is presented below.
The Group leases IT equipment such as printers for use by staff. The Group has elected to apply the recognition exemption for leases of low-
value to these leases.
i) Amounts recognised in the condensed consolidated interim statement of financial position
Right-of-use assets
Period ending 30 Sep 2020
Period ending 30 Sep 2019
Year ending 31 Mar 2020
Property
1,134
1,482
1,308
Total
1,134
1,482
1,308
No new leases have been entered into during the period and, therefore, no new right-of-use assets were recognised.
Lease liabilities
Period ending 30 Sep 2020
Period ending 30 Sep 2019
Year ending 31 Mar 2020
Current
372
310
358
Non-current
805
1,176
975
Total
1,177
1,486
1,333
ii) Amounts recognised in the condensed consolidated interim statement of comprehensive income
The condensed consolidated interim statement of comprehensive income shows the following amounts relating to leases:
Period ending 30 Sep 2020
Period ending 30 Sep 2019
Year ending 31 Mar 2020
Interest on lease liabilities
45
43
94
Depreciation charge for the period on right-of-use assets
174
131
306
Expenses relating to short-term leases
–
–
–
Expenses relating to leases of low-value assets, excluding
short-term leases of low-value assets
2
3
5
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
iii) Amounts recognised in the condensed consolidated interim statement of cash flows
The total cash outflow for leases in the period ending 30 September 2020 was £0.2 million (30 September 2019: £0.1 million, 31 March 2020:
payments of £0.3 million net of a contribution for a rent-free period on the 3rd floor of 20 Garrick Street of £0.2 million).
17. Fair value measurements
This section should be read with reference to note 5(a) of this report and note 16 of the Annual Report of Draper Esprit plc for the year ended
31 March 2020. The Group classifies financial instruments measured at fair value through the profit and loss according to the following fair
value hierarchy in line with IFRS 13:
– Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date;
– Level 2: inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or
indirectly; and
– Level 3: inputs are unobservable inputs for the asset or liability.
All investments held at fair value through the profit and loss are classified as level 3 in the fair value hierarchy. There were no transfers
between Levels 1, 2 and 3 during the period.
Significant unobservable inputs for Level 3 valuations
The fair value of unlisted securities is established with reference to the International Private Equity and Venture Capital Valuation
Guidelines (“IPEV Guidelines”). In line with the IPEV Guidelines, the Group may base valuations on earnings or revenues where applicable,
market comparables, price of recent investments in the investee companies, or on net asset values. An assessment will be made at each
measurement date as to the most appropriate valuation methodology.
See note 5(a), where valuation policies are discussed in more detail.
Financial instruments, measured at fair value, categorised as Level 3 within the fair value hierarchy can be split into 3 main valuation
techniques. Valuation techniques can be categorised as based on last round price (calibrated with reference to market performance and
technical/product milestones since the round and the companies trading performance relative to the expectations of the round), revenue
multiple or at NAV of the underlying fund (adjusted where relevant). As at 30 September 2020, financial instruments measured using last
round price valuation methodology were £287.3 million (including those at a discount) (31 March 2020: £231.7 million). As at 30 September
2020, financial instruments measured using revenue-multiple valuation methodology were £321.7 million (31 March 2020: £401.3 million). As
at 30 September 2020, financial instruments measured at NAV of the underlying fund (adjusted where relevant) were £91.2 million (31 March
2020: £68.1 million).
Each portfolio company will be subject to individual assessment. Where the Group invests in fund of fund investments, the value of the
portfolio will be reported by the fund to the Group. The Group will ensure that the valuations comply with the Group policy.
The valuation multiple is the main assumption applied to valuation based on a revenue-multiple methodology. The multiple is derived
from comparable listed companies or relevant market transaction multiples. Companies in the same industry and geography, and, where
possible, with a similar business model and profile are selected and then adjusted for factors including liquidity risk, growth potential and
relative performance. They are also adjusted to represent our longer-term view of performance through the cycle or our existing assumption.
The portfolio we have is diversified across sectors and geographies and the companies within our core portfolio holdings which have
valuations based on revenue-multiples have an average multiple of 3.4x.
If the multiple used to value each unquoted investment valued on a revenue-multiples basis as at 30 September 2020 were to decrease
by 10%, the investment portfolio would decrease by £32.2 million (31 March 2020: £40.1 million). If the multiple increases by 10% then the
investment portfolio would increase by £32.2 million (31 March 2020: £40.1 million).
If the multiple used to value each unquoted investment valued on a revenue-multiples basis as at 30 September 2020 were to decrease
by 15% the investment portfolio would decrease by £48.3 million (31 March 2020: £60.2 million). If the multiple increases by 15% then the
investment portfolio would increase by £48.3 million (31 March 2020: £60.2 million).
30
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
18. Financial instruments risk
Financial risk management
Financial risks are usually grouped by risk type: market, liquidity and credit risk. These risks are discussed in turn below.
Market risk – Foreign currency
A significant portion of the Group’s investments and cash deposits are denominated in a currency other than sterling. The principal currency
exposure risk is to changes in the exchange rate between GBP and USD/EUR. Presented below is an analysis of the theoretical impact of 10%
volatility in the exchange rate on shareholder equity.
Theoretical impact of a change in the exchange rate of +/-10% between GBP and USD/EUR would be as follows:
Foreign currency exposures – Investments
30 Sep 2020
£’000s
30 Sep 2019
£’000s
31 Mar 2020
£’000s
Investments – exposures in USD/EUR
521,692
486,255
557,567
10% decrease in GBP*
579,658
540,338
619,519
10% increase in GBP**
474,265
415,327
506,879
*
£386.7 million (Sept 2019: £280.0 million, March 2020: £376.5 million) denominated in USD and £193.0 million (Sept 2019: £260.0 million, March 2020: £242.9 million) denominated in EUR.
** £316.4 million (Sept 2019: £215.0 million, March 2020: £ 308.1 million) denominated in USD and £157.9 million (Sept 2019: £200.0 million, March 2020: £198.8 million) denominated in EUR.
Certain cash deposits held by the Group are denominated in Euros and US Dollars. The theoretical impact of a change in the exchange rate
of +/-10% between GBP and USD/EUR would be as follows:
Foreign currency exposures – Cash
30 Sep 2020
£’000s
30 Sep 2019
£’000s
31 Mar 2020
£’000s
Cash denominated in EUR
19,090
14,473
6,976
10% decrease in EUR: GBP
17,181
13,026
6,278
10% increase in EUR: GBP
20,999
15,921
7,673
Cash denominated in USD
12,879
5,921
3,627
10% decrease in USD: GBP
11,591
5,329
3,264
10% increase in USD: GBP 10% increase in EUR: GBP
14,167
6,513
3,990
The combined theoretical impact on shareholders’ equity of the changes to revenues, investments and cash and cash equivalents of a
change in the exchange rate or +/- 10% between GBP and USD/EUR would be as follows:
Foreign currency exposures – equity
30 Sep 2020
£’000s
30 Sep 2019
£’000s
31 Mar 2020
£’000s
Shareholders’ Equity
714,738
677,045
659,618
10% decrease in EUR:GBP/USD:GBP
643,264
609,341
593,656
10% increase in EUR:GBP/USD:GBP
786,212
744,750
725,580
Market risk – Price risk
Market price risk arises from the uncertainty about the future prices of financial instruments held in accordance with the Group’s investment
objectives. It represents the potential loss that the Group might suffer through holding market positions in the face of market movements,
which have been heightened due to COVID-19.
The Group is exposed to equity price risk in respect of equity rights and investments held by the Group and classified on the balance sheet as
financial assets at fair value through profit or loss (note 17). These equity rights are held in unquoted high growth technology companies and
are valued by reference to revenue or earnings multiples of quoted comparable companies, last round price, or NAV of underlying fund – as
discussed more fully in note 5(a). These valuations are subject to market movements.
The Group seeks to manage this risk by routinely monitoring the performance of these investments, employing stringent investment
appraisal processes.
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Theoretical impact of a fluctuation in equity prices of +/-10% would be as follows:
£’000s
Revenue-
multiple
NAV of
underlying fund
Last round
price
As at 30 September 2020
32,170
9,106
28,726
As at 31 March 2020
40,131
6,810
23,169
We further flexed by 15% given the volatility resulting from the COVID-19 pandemic. Theoretical impact of a fluctuation in equity prices of
+/-15% would be as follows:
£’000s
Revenue-
multiple
NAV of
underlying fund
Last round
price
As at 30 September 2020
48,254
13,659
43,090
As at 31 March 2020
60,197
10,216
34,753
Liquidity risk
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of 3 months or less held in readily accessible
bank accounts. The carrying amount of these assets is approximately equal to their fair value. Responsibility for liquidity risk management rests
with the Board of Draper Esprit plc, which has established a framework for the management of the Group’s funding and liquidity management
requirements. The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash
flows. The utilisation of the loan facility and requirement for utilisation requests is monitored as part of this process.
All trade payable amounts are short-term.
Lease liabilities fall due over the term of the lease – see note 16 for further details. The debt facility has a term of 3 years – for further details,
see note 12. All other Group payable balances at balance sheet date and prior periods fall due for payment within one year.
As part of our seed fund of funds strategy, we make commitments to funds to be drawn down over the life of the fund. Projected
drawdowns are monitored as part of the monitoring process above. See further details in note 19.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss. The Group is exposed to
this risk for various financial instruments, for example by granting receivables to customers, placing deposits. The Group’s trade receivables
are amounts due from the investment funds under management, or underlying portfolio companies. The Group’s maximum exposure to
credit risk is limited to the carrying amount of financial assets at 30 September is summarised below:
Classes of financial assets impacted by credit risk, carrying amounts
30 Sep
2020
£’000s
30 Sep
2019
£’000s
31 Mar
2020
£’000s
Trade receivables
2,938
3,262
2,669
Loan to related investment vehicle
–
–
3,692
Cash at bank and on hand
59,870
43,654
32,255
Restricted cash
2,255
1,878
1,883
The Directors consider that all the above financial assets that are not impaired or past due for each of the reporting date under review are
of good credit quality. In respect of trade and other receivables the Group is not exposed to significant risk as the principal customers are the
investment funds managed by the Group, and in these the Group has control of the banking as part of its management responsibilities.
32
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Investments in unlisted securities are held within limited partnerships for which Esprit Capital Partners LLP acts as manager, and
consequently the Group has responsibility itself for collecting and distributing cash associated with these investments. The credit risk of
amounts held on deposit is limited by the use of reputable banks with high quality external credit ratings and as such is considered negligible.
Cash at 30 September 2020 is held with the following institutions: (1)Barclays Bank Plc; (2) Silicon Valley Bank Plc; and (3) Investec Bank Plc.
Capital management
The Group’s objectives when managing capital are to
– safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other
stakeholders, and
– maintain an optimal capital structure.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or sell assets to manage cash.
Interest rate risk
The Group’s interest rate risk arises from borrowings on the £60.0 million loan facility with Silicon Valley Bank and Investec, which was entered into
in June 2019 and increased and extended in June 2020. Prior to the period ending 30 September 2019, the Group did not have any borrowings. The
Group’s borrowings are denominated in GBP and are carried at amortised cost.
A drawdown totalling £35.0 million was rolled during the period (maximum drawn during the period of £45.0 million) at an interest rate of 7.5%
– this was repaid as at 30 September 2020 (all drawn amounts were repaid during the period). Future drawdowns may be subject to a different
interest rate. The facility agreement has an interest rate calculated with reference to the Bank of England base rate (currently 0.10%) with a
Margin of 6.75%. The agreement has an interest rate floor of 7.5%. As such, if the base rate increases, the interest charged on future drawdowns
will increase.
If the Bank of England base rate had been 1.0% higher during the period to 30 September 2020 the difference to the condensed consolidated
interim statement of comprehensive income would have been an increase in finance costs of £0.1 million. If the Bank of England base rate had
been 1.0% higher during the period to 30 September 2020 the difference to the consolidated statement of cash flows would have been an increase
in expenditure of £0.1 million.
19. Related party transactions
The Group has various related parties stemming from relationships with Limited Partnerships managed by the Group, its investment portfolio, its
advisory arrangements (board seats) and its key management personnel. In addition, the Company has related parties in respect of its subsidiaries
in the form of management fees and expense recharges.
The Group may require that one of its members be appointed to the board of a portfolio company in a non-executive role. In certain cases, an
administration fee is charged to the portfolio company for the provision of Director services. Fees of £22k have been invoiced during the current
period (6-month period to 30 September 2019: £22k, year to 31 March 2020: £44k). At the period-end, there was a balance of £24k outstanding
(30 September 2019: £16k, 31 March 2020: £6k). At times, expenses incurred relating to director services can be recharged to portfolio companies –
these are immaterial.
During the period, the Company invoiced Elderstreet, an associate, £0.2 million (6-month period to 30 September 2019: £39k, year to 31 March
2020: £0.4 million), with a balance outstanding at period-end of £0.2 million (31 March 2020: £nil; 30 September 2019: £nil).
In the year ended 31 March 2020, the Company loaned £3.7 million to Esprit Capital Fund No 1 & No 2 LP on an arm’s length basis. The loan was
repaid during the period along with accrued interest of £0.4 million.
For the period ending 30 September 2020, management fees of £4.6 million from related parties are included in the condensed consolidated
interim statement of comprehensive income (6-month period to 30 September 2019: £4.0 million, year to 31 March 2020: £8.4 million).
During the period, employees of Draper Esprit plc exercised share options – see note 15 for further details.
33
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Interim financial statements
Interim results | Six months ended 30 September 2020
Notes to the condensed consolidated interim financial statements
Unconsolidated structured entities
The Group has exposure to a number of unconsolidated structured entities as a result of its venture capital investment activities.
The Group ultimately invests all funds via a number of limited partnerships and some via Draper Esprit plc’s wholly owned subsidiary, Draper
Esprit (Ireland) Limited. These are controlled by the Group and not consolidated, but they are held as investments at fair value through the
profit and loss on the consolidated balance sheet in line with IFRS 10 (see note 3b of the Draper Esprit plc annual report for the year ended
31 March 2020 for further details and for the list of these investment companies and limited partnerships). The material assets and liabilities
within these investment companies are the investments, which are held at FVTPL in the consolidated accounts. See further details in the
table below.
Name of undertaking
Registered office
Activity
Holding
Country
30-Sep-20
£’m
31-Mar-20
£’m
Esprit Investments
(1) (B) LP
20 Garrick Street,
London, WC2E 9BT
Limited Partnership
100%
England
6.7
16.5
Esprit Investments
(2) (B) LP
20 Garrick Street,
London, WC2E 9BT
Limited Partnership
100%
England
86.0
61.6
Draper Esprit
(Ireland) Limited
32 Molesworth Street,
Dublin 2, Ireland
Investment company
100%
Ireland
529.7
553.3
Draper Esprit (Ireland) Limited invests via the following limited partnerships: Esprit Investments (1) LP, Esprit Investments (2) LP, Esprit
Capital IV LP, Esprit Capital III LP.
The investments balance in the condensed consolidated statement of financial position also includes investments held by consolidated entities.
The Group also co-invests or historically co-invested with a number of limited partnerships (see note 3b of the Draper Esprit plc annual
report for the year ended 31 March 2020 for further details). The exposure to these entities is immaterial.
Capital commitments
The Group has made commitments to fund of funds investments as part of its investment activity. At 30 September 2020, the Group
was committed to approximately £40.6 million (31 March 2020: £39.1 million) in relation to investments in fund of funds vehicles. As at 30
September 2020, £16.6 million of this has been drawn.
A Strategic Partnership Agreement was entered into with Earlybird in the year ending 31 March 2019 to share deal flow and resources to
co-invest in high growth technology companies across Europe. The first stage of this partnership included a 50% commitment to EB VI of
approximately £79.7 million (€87.5 million) to 2022, of which £64.8 million has been deployed to 30 September 2020 (to 31 March 2020:
£56.4 million). Total exposure to the Group is £152.6 million of NAV (31 March 2020: £187.3 million) with undrawn commitments across all
Earlybird entities of £19.9 million (31 March 2020: £28.5 million).
20. Ultimate controlling party
The Directors of Draper Esprit plc do not consider there to be a single ultimate controlling party of the Group.
21. Alternative Performance Measures (“APM”)
The Group has included the APMs listed below in this report as they highlight key value drivers for the Group and, as such, have been deemed
by the Group’s management to provide useful additional information to readers of this report. These measures are not defined by IFRS and
should be considered in addition to IFRS measures.
Gross Portfolio Value
The Gross Portfolio Value is the gross fair value of the Group’s investment holdings before deductions for the fair value of carry liabilities and
any deferred tax. The Gross Portfolio Value is subject to deductions for the fair value of carry liabilities and deferred tax to generate the net
investment value, which is reflected on the interim condensed consolidated statement of financial position as financial assets held at fair
value through profit or loss. Please see page 12 for a reconciliation to the net investment balance.
NAV per share
The NAV per share is the Group’s net assets attributable to shareholders divided by the number of shares at the relevant reporting date.
See the calculation in note 7.
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Interim financial statements
Interim results | Six months ended 30 September 2020
22. Subsequent events
Post period-end, we have continued to see a strong pipeline of investments and have deployed £18.3 million post period-end, including our
investment co-leading PrimaryBid’s Series B round. PrimaryBid is a technology platform that allows retail investors fair access to public
companies raising capital.
In addition, an oversubscribed fundraise was announced post period-end in October 2020, in which Draper Esprit secured funding
commitments to raise gross proceeds of £110.0 million.
There are no further post balance sheet events requiring comment.
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Interim financial statements
Interim results | Six months ended 30 September 2020
Glossary
In this document, where the context permits, the expressions set out below shall have the meanings assigned thereto:
“Admission” or “IPO”
the Admission of the enlarged share capital to trading on AIM and Euronext Growth (formerly ESM) on
15 June 2016 and such admission becoming effective in accordance with the AIM Rules and the Euronext
Growth Rules respectively. The IPO included the acquisition of Esprit Capital Partners LLP and Draper Esprit
(Ireland) Limited.
“Act”
the UK Companies Act 2006.
“AIM”
AIM, the market of that name operated by the London Stock Exchange.
“Audit, Risk and Valuations
Committee”
the Audit, Risk and Valuations Committee of the Board.
“BOE”
Bank of England.
“Company” or “Draper Esprit”
or “plc”
Draper Esprit plc, a company incorporated in England and Wales with registered number 09799594 and
having its registered office at 20 Garrick Street, London, WC2E 9BT.
“Core Portfolio Companies”
the top companies by value that represent over 60% of the overall portfolio value.
“COVID”/”COVID-19”
/”Coronavirus”/”CV19”
Coronavirus disease, the infectious disease caused by a new strain of coronavirus in 2019/20.
“DEF” or “Digital East Fund”
Digital East Fund 2013 SCA SICAR.
“Directors” or “Board”
the directors of the Company from time to time.
“Draper Esprit Funds”
the Esprit Funds and the Encore Funds.
“Draper Esprit VCT”
Draper Esprit VCT plc, the Venture Capital Trust managed by Elderstreet.
“Draper Venture Network”
the self–governed network of 24 independent growth and venture funds, of which Esprit Capital is a member.
“EB IV” / “Earlybird Fund IV”
Earlybird GmbH & Co. Beteiligungs-KG IV.
“EB VI” / “Earlybird Fund VI”
Earlybird DWES Fund VI GmbH & Co. KG.
“EIS”
The EIS funds managed by Encore Ventures LLP. EIS funds being Enterprise Investment Scheme under the
provisions of Part 5 of the Income Tax Act 2007.
“Elderstreet”
Elderstreet Investments Limited.
“Encore Funds” / “Draper
Esprit’s EIS funds”
DFJ Esprit Angels’ EIS Co–Investment Fund, DFJ Esprit Angels’ EIS Co–Investment II, DFJ Esprit EIS III, DFJ Esprit
EIS IV, Draper Esprit EIS 5, and Draper Esprit EIS, each an “Encore Fund”.
“Encore Ventures”
Encore Ventures LLP, a limited liability partnership incorporated in England and Wales under the registration
number OC347590 with its registered office at 20 Garrick Street, London, WC2E 9BT.
“ESG”
Environmental, Social and Governance.
“ESM”
the Enterprise Securities Market operated and regulated by the Irish Stock Exchange.
“Esprit Capital”
Esprit Capital Partners LLP (previously Draper Esprit LLP), a limited liability partnership incorporated in
England and Wales under the registration number OC318087 with its registered office at 20 Garrick Street,
London, WC2E 9BT, the holding vehicle of the Group immediately prior to Admission.
“Euronext Dublin”
the trading name of the Irish Stock Exchange Plc.
“Euronext Growth”
the Euronext Growth securities market (formerly the Enterprise Securities Market) operated and regulated by
the Irish Stock Exchange plc (trading as “Euronext Dublin”).
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draperesprit.co.uk
Interim financial statements
Interim results | Six months ended 30 September 2020
“FCA”
the UK Financial Conduct Authority.
“FOF” or “FoF”
Fund of Funds.
“Gross Portfolio Value”
Gross Portfolio Value is the value of the portfolio of investee companies held by funds controlled by the
Company before accounting for deferred tax, external carried interest and amounts co–invested.
“Group”
the Company and its subsidiaries from time to time and, for the purposes of this document, including Esprit
Capital Partners LLP and its subsidiaries and subsidiary undertakings.
“HMRC”
HM Revenue & Customs.
“IFRS” or “IFRSs”
International Financial Reporting Standards, as adopted for use in the European Union.
“IPO”
the Company’s listing on the London Stock Exchange’s AIM market and the Irish Stock Exchange’s (trading as
Euronext Dublin) Euronext Growth Dublin market on 15 June 2016.
“IRR”
the internal rate of return.
“Net Asset Value” / “NAV”
the value, as at any date, of the assets of the Company and/or Group after deduction of all liabilities
determined in accordance with the accounting policies adopted by the Company and/or Group from time
to time.
“Ordinary Shares”
ordinary shares of £0.01 pence each in the capital of the Company.
“PricewaterhouseCoopers”
or “PwC”
PricewaterhouseCoopers LLP, a limited liability partnership registered in England and Wales under the
registration number OC303525 and having its registered office at 7 More London Riverside, London, SE1 2RT.
“IPEV”
the International Private Equity and Venture Capital Valuation Guidelines, as amended from time to time.
“SVB”
Silicon Valley Bank.
“VC”
venture capital.
“VCT”
The VCT funds of Draper Esprit VCT plc, under management of Elderstreet. VCT (venture capital trust) funds
being UK closed–ended collective investment schemes.
Interim financial statements
Interim results | Six months ended 30 September 2020
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Draper Esprit London HQ
20 Garrick Street
London, WC2E 9BT
Tel: +44 (0)20 7931 8800
draperesprit.com