Octopus Titan VCT plc (“Titan” and “the Company”)Annual Report and Accounts for the period ended 31 December 2019Titan today announces the final results for the period to 31 December 2019 as below.These results were approved by the Board of Directors on 16 April 2020.You may view the Annual Report in full at www.octopusinvestments.com shortly. All other statutory information will also be found there.Octopus Titan VCT plc (‘Titan’ or ‘the Company’) is a venture capital trust (‘VCT’) which aims to provide shareholders with attractive tax-free dividends and long-term capital growth by investing in a diverse portfolio of predominantly unquoted companies. The Company is managed by Octopus Investments Limited (‘Octopus’ or ‘Portfolio Manager’) and Octopus AIF Management Limited (the ‘Manager’).Financial Summary*Total return is an alternative performance measure calculated as movement in NAV per share in the period plus dividends paid in the period, divided by the NAV per share at the beginning of the period.**Calculated as total return/opening NAV.***Payable on 30 April 2020 to those shareholders on the share register on 14 April 2020.Key DatesFinal dividend payment date 30 April 2020Annual General Meeting 26 May 2020Interim Results to 30 June 2020 published September 2020Chairman’s StatementI am pleased to present the annual results for Octopus Titan VCT for the fourteen months ended 31 December 2019. As we announced on 12 July 2019, the Company’s accounting reference date was changed from 31 October to 31 December to better align with our fundraise schedule.Whilst the commentary presented below refers primarily to the position at 31 December, shareholders will be aware that since that date the world has experienced the Coronavirus pandemic. Octopus Titan VCT has already felt the effects of this situation and the full consequences upon our Company will not be fully identified for some time. However, we have reviewed the portfolio twice in March and April in advance of recent share allotments and this has led to our announcing a reduction in the NAV per share from 95.2p to 91.0p at 2 April 2020.As part of the interim review process, the Portfolio Manager carries out a detailed assessment of the portfolio, which will include the impact of the Coronavirus pandemic on the valuations. There could be a significant downward impact on a number of valuations and some portfolio companies may enter administration. This is kept under continual review by the Portfolio Manager and we expect to announce the interim results in September.Further references to the effects of the Coronavirus pandemic are included later in my statement and elsewhere in the Annual Report and Accounts.The NAV at 31 December 2019 was 95.2p, a net increase of 7.1p per share from 31 October 2018. The Total Value (NAV plus cumulative dividends paid per share since launch) at the end of the period was 171.2p (31 October 2018: 164.1p). The tax-free annual compound return for the original shareholders since Titan’s launch in October 2007 is now 5.2%.We were delighted to have raised £231 million in last year’s fundraise which closed on 30 April 2019. On 16 September 2019, we launched a new offer to raise up to £120 million, with an over-allotment facility of up to £50 million. Following our recent allotments, and subsequent closing of the Offer on 9 April, we are pleased to have raised £124 million. We now have cash reserves of £295 million which will help us withstand the impact of potential macro shocks including Brexit and the effects of Coronavirus, and to continue to support our portfolio of approximately 80 companies whilst also allowing us to invest in new early stage high growth businesses which embody the overall objectives of the VCT scheme. We would like to take this opportunity to welcome all new shareholders and to thank all existing shareholders for their continued support.In the fourteen months to 31 December 2019, we utilised £201 million of our cash resources, comprising £128 million in new and follow-on investments, £33 million in dividends, £18 million in share buybacks and £22 million in investment management fees and other running costs which, together, accounted for the utilisation of 114% of our cash and cash equivalents at 31 October 2018.Investment Portfolio ReviewI am pleased to report a net uplift in the value of the portfolio of £104 million since 31 October 2018, excluding additions but including gains and losses on disposals, representing a 24% return on the value of the portfolio at the start of the period. This includes the sales of Zynstra to NCR Corporation, which represented a significant uplift in value during the period.During the fourteen months to 31 December 2019, the uplift in valuation has been driven by the strength of performance of a number of companies in the portfolio. In particular, Bought By Many, Elliptic, Depop and Permutive have all achieved material increases in value. Collectively, 43 investee companies drove an uplift of £154 million. Many of our portfolio companies have made great progress over this period and hit exciting milestones. More detail on some of these achievements can be found in the Portfolio Manager’s Review.In the period, as mentioned above, Titan has benefitted from the sale of Zynstra to NCR Corporation for £100 million in December 2019. We first invested in Zynstra in 2013 and participated in all subsequent funding rounds. The realisation of Titan’s investment in Zynstra yielded proceeds of £23.9 million (compared to a cost of £8.3 million), a small proportion of which is deferred and expected to be paid within 24 months. Since 31 December, we have also realised our investment in We Got POP (Pop Global Limited), which was acquired by Entertainment Partners, and BridgeU, which was acquired by Kaplan UK. We Got POP and BridgeU represent our first realisations from female-led management teams. We are pleased to be able to add these successes to our history of profitable realisations.Conversely, as is to be expected, 29 companies saw a collective decrease in valuation of £50 million. The significant contributors were Systum, MyTomorrows, Uniplaces and Picsoneye (Edgify) where performance has been more challenging. 8 of these 29 companies saw a reduction in value of 5% or less, typically due to modest downward trends in valuation factors in the relevant sectors as a result of broader macro issues rather than individual company’s performance. The Portfolio Manager believes that a number of these businesses have the potential to overcome the issues they face and return to their ambitious growth plans, notwithstanding the unknown impact of the Coronavirus pandemic. The Portfolio Manager continues to work with these companies to help them achieve their ambitions and, where appropriate, this will include providing further funding to ensure the business has sufficient capital to execute on its strategy. This can be seen in the cases of both Patch and MyTomorrows, where Titan invested further during the period despite Titan’s holdings in the companies being valued at less than cost at the period end.Unfortunately, Swoon (Sourceable Limited) was placed into Administration in December 2019, having failed to secure terms for further funding or an acceptable offer for acquisition despite considerable efforts from the management team and Octopus.Turning to investments made during the fourteen months to 31 December 2019, £50 million was invested into 14 new companies (further detailed in the Portfolio Manager’s Review) and £77 million was invested into 48 follow-on investments as listed below. We are delighted that the volume and quality of investment opportunities was so strong during this period.In addition, there have been five new investments and nine follow-on investments totalling £40.1 million, since 31 December 2019. The new investments were into: Digital Therapeutics, a company creating Cognitive Behavioural Therapy based programmes to tackle harmful addictions; Skew, which aims to become the leading provider of financial data, tools and services related to cryptoassets for institutional investors; Stackin, an SMS-based recommendation engine that combines financial education and personalised financial product advice; Quantum Motion Technology, a spin out from the University of Oxford and UCL to exploit ground-breaking research and IP in quantum computing; and TaxScouts, which automates large parts of the tax returns process so consumers can do returns in a few clicks at a low cost.Performance Incentive feesTitan’s performance since 31 October 2018 has meant that a performance fee of £17 million has been charged. The performance fee is calculated as 20% on all gains above the High Water Mark, the highest total value as at previous year ends, of 164.1p as at 31 October 2018. See Note 19 of the financial statements for further details.DividendsFollowing careful consideration, I am pleased to confirm that the Board has decided to declare a second interim dividend of 3.0p per share in respect of the current financial year, which will be paid on 30 April 2020 to shareholders on the register as at 14 April 2020, resulting in dividends for the period of 5.0p per share. This represents a tax-free yield of 5.4% on the opening NAV. As shareholders will know, our ambition is to pay an annual dividend of 5.0p per share, supplemented by special dividends when appropriate.As shareholders will have seen in our announcement on 30 March, we have suspended the Dividend Reinvestment Scheme (DRIS) in relation to this interim dividend in view of the current market conditions and potential valuation uncertainties surrounding Coronavirus. The Board intends to reinstate this facility as soon as practical. To clarify, this means that even if you are one of the 28% of shareholders who usually take advantage of the DRIS, in this instance, you will receive your dividend as cash rather than additional shares in Titan.Fundraise and BuybacksAs previously stated, Titan successfully raised £231 million (£223 million net of up-front fees) during the period, excluding funds raised through the DRIS. The Board announced a further fundraise of up to £120 million (plus a potential over-allotment facility of a further £50 million), giving new and existing shareholders the opportunity to invest into Titan. On 13 December, £28 million (£27.2 million net of costs) was allotted under this offer and additional unallocated applications received to 31 December amounted to over £5.5 million. Having considered the strength of inflows and the market environment, on 30 March, the Board confirmed that up to £15 million of the over-allotment facility of up to £50 million may be used in relation to this offer, increasing the maximum amount that could be raised to £135 million. In March and April, a further £66 million (£64 million net of costs) was allotted, and the Offer subsequently closed on 9 April having raised a total of £124 million. As always, we would like to thank shareholders for their ongoing support, particularly during the recent challenging macro environment.During the period, Titan repurchased 20.2 million shares (representing 3.1% of the share capital as at 31 October 2018). Further details can be found in Note 14 of the financial statements. The Board continues to buy back shares from shareholders at no greater than a 5% discount to NAV, subject to a maximum of 5% of the share capital in any one year.VCT Qualifying StatusPricewaterhouseCoopers LLP (PwC) provides both the Board and Octopus with advice concerning ongoing compliance with HMRC rules and regulations concerning VCTs and have advised that Titan continues to comply with the conditions laid down by HMRC for maintaining approval as a VCT.As at 31 December 2019, over 96% of the portfolio (as measured by HMRC rules) was invested in VCT-qualifying investments, significantly above the 80% current VCT-qualifying threshold.Annual General Meeting (‘AGM’)As a Board, we have been deliberating the potential impact of the Coronavirus outbreak on the arrangements for our forthcoming Annual General Meeting (“AGM”). These arrangements will evolve, and we will keep shareholders updated of any changes through regulatory announcements and on our Manager’s website at www.octopusinvestments.com/coronavirus-updates. Formal notices will also be sent to shareholders by their preferred method (e-mail or post).We are required by law to hold an AGM within 15 months of the previous AGM, therefore a lengthy postponement or adjournment is not possible in this case. Our AGM will therefore be held at noon on 26 May 2020, at 33 Holborn, London, EC1N 2HT. We are putting in place contingency arrangements which mean that the meeting is unlikely to follow the same format as in previous years, but will still meet the minimum legal requirements for an AGM. As a result, there will be no presentation from the Manager at the AGM though we plan to offer an alternative format and date for this when there is better visibility on what will be permissible and practical due to the Coronavirus measures.Full details of the business to be conducted at the AGM are given in the Notice of the Meeting on pages 68 and 69 of the Annual Report and Accounts. In proposing Resolution 8, we are taking the opportunity to seek authority to issue a further 20% of the share capital which may alleviate the need for a further General Meeting in the autumn to authorise our expected 2020/21 fundraise.Shareholders’ views are important, and the Board encourages shareholders to vote on the resolutions within the Notice of Annual General Meeting on pages 68 and 69 of the Annual Report and Accounts using the proxy form, or electronically at www.investorcentre.co.uk/eproxy. The Board has carefully considered the business to be approved at the AGM and recommends shareholders to vote in favour of all the resolutions being proposed.In light of the current Coronavirus stay at home measures in the UK, the AGM will be run as a closed meeting and shareholders will not be able to attend in person. Shareholders attempting to attend the AGM will be refused entry. However, we encourage shareholders to submit their votes by proxy, rather than attending in person.We always welcome questions from our shareholders at the AGM but this year, to ensure we are able to respond to any questions you may have for either the Portfolio Manager or Titan VCT Board, please send these via email to [email protected]. All questions received will be included on the website along with the relevant replies at www.octopusinvestments.com/our-products/octopus-titan-vct.Principal Risks and UncertaintiesThe Board continues to regularly review the risk environment in which Titan operates. Other than the impact of the Coronavirus pandemic, there have been no significant changes to the key risks described on pages 9 and 10 of the Annual Report and Accounts. In addition, the Coronavirus pandemic has presented the Company with additional immediate risks in respect of the performance and valuation of portfolio companies as well as potential risks such as future fundraising.OutlookWe are delighted at the successful fundraise and the positive response to the current offer from both new and existing shareholders. While the General Election in December 2019 resulted in a majority government, and should offer more political stability in the UK, the macro environment remains uncertain in the near term following the Coronavirus pandemic which has caused so much disruption, and the Brexit transition period (to end on 31 December 2020).As shareholders will have seen, we reduced the NAV per share on 10 March and again on 2 April prior to recent allotments and buybacks. Obviously, a number of our investee companies have been negatively affected by these events, especially those in the travel sector, and it will take time to fully understand the long-term impact of Coronavirus on such businesses. However, change can represent opportunity and enterprising management teams can reap rewards. As such, a number of the companies Titan has invested in are also thriving. Having reviewed the portfolio in detail, we announced the NAV as at 2 April was 91.0p per share, and this was therefore used for all share allotments in April. Our Manager continues to work closely with the companies in our portfolio to mitigate the impact of the current pandemic and maximise the chances of success for those able to take up new opportunities.Our fundraising offer, which has now closed having raised £124 million, means that we have £295 million in cash and cash equivalents. This will allow us to continue to support the most promising companies in our portfolio, as well as back the UK and Europe’s pioneering entrepreneurs intent on building world changing businesses. The investment team’s focus on the ‘pods’; Future of Health, Future of Money and Deep Tech has deepened over the last year. The Future of Health pod is helping the pioneers who are improving lives through digital health, tackling ‘taboo’ issues and creating essential software to power health systems. The Future of Money pod is looking to back the companies that will transform the way we exchange and allocate resources as a society. And finally, the Deep Tech pod is focusing on the tools and technologies that will power the next industrial revolution. These include human computer interface, edge and quantum computing, robotics and synthetic biology. Regardless of the pod, all opportunities being considered by Octopus for investment for Titan have technology or a tech-enabled offering in common. The power of this specialisation is starting to show as each pod has been able to develop a deep understanding of these areas and proactively search for the most exciting, early stage opportunities in these verticals. The team has also been working closely with universities across the UK to ensure it is building relationships and sourcing new technology at its earliest stage. Shareholders can read more on this in “Research to Riches”, a fascinating piece of research published by Octopus Ventures in November 2019 which included an entrepreneurial impact ranking of universities (available at www.octopusventures.com/entrepreneurial-impact-ranking-2019).Despite disappointing news from some investee companies in the last year, the Board remains positive about the prospects of the existing portfolio. The companies we have invested into have ambitious goals; we look forward to working with Octopus to help optimise their chances of success in future and hope to see further profitable realisations in the coming years as a result. As previously counselled, as investments are made at such an early point in a company’s life cycle, successful realisations are expected to take time to come to fruition, while some of these companies will not be as successful and some may fail. However, I am pleased to say that our failure rate to date has been below the historic rate normally seen for early stage/start-up technology ventures.We believe that the UK has the opportunity to remain a key entrepreneurial hub in Europe post-Brexit and Coronavirus. VCTs have long provided a compelling opportunity for UK investors to provide funding for such businesses in a tax-efficient way and, with a new government in place, we look forward to their ongoing support for small businesses as well as the VCT scheme.Regardless of the changing macro environment, Octopus Ventures continues to work closely with the portfolio, providing practical mentoring to the entrepreneurs we invest in, giving them skills and contacts to increase the likelihood that they will succeed. They work with the entrepreneurs by holding workshops on strategy, advising on sales and marketing plans, as well as providing connections to other companies who could help. They also believe strongly that the quality of the team can make or break a young business. To achieve this, they have hired an expert on start-up ‘talent’ in 2019, solely focused on partnering and supporting our portfolio company leaders. This initiative has helped those leaders to build the optimal teams around them to succeed and has proved so valuable to the portfolio that Octopus is now expanding the resource, as well as that of the investment team, to allow it to best originate, make, manage and realise investments on behalf of Titan. The Octopus Ventures team now numbers over 30, spanning investment, portfolio, talent and operational expertise.I would like to conclude by thanking both the Board and the Octopus Ventures team on behalf of all shareholders for their hard work, without which our Company would not continue to achieve such performance.John Hustler
Chairman
16 April 2020Portfolio Manager’s ReviewThanks to ShareholdersWe continue to be delighted by the support from investors and the resulting success of the fundraising which closed in April 2019. Further, we have already seen significant inflows for the fundraise launched in September 2019, which closed on 9 April 2020 having raised £124 million. We’d like to take this opportunity to thank existing shareholders and welcome new shareholders for their support in our fundraising efforts.Personal ServiceAt Octopus, we focus on both managing your investments and providing investors with regular and open communication. Our updates are designed to keep you informed about the progress of your investment.Octopus was established in 2000 and has a strong commitment to both smaller companies and to VCTs. We currently manage four VCTs, including Titan, and manage over £1.2 billion in the VCT sector.Investment StrategyOctopus Ventures helps pioneers change the world. The pioneers we back with investments from Titan VCT dare to reimagine the Future of Health, the Future of Money, and Deep Tech by creating new markets or radically improving traditional industries. The quality of our deal flow means that we are typically in a position to select the most talented teams leading technology or technology-enabled businesses to achieve this. The opportunity here is significant as back in 2010, there were only two European technology companies formed since 2000 valued at more than a billion dollars. By 2014, it had risen to 30, and in 2019, there were over 80, with more than 25 of them based in the UK. With second and third places held by Germany (with 11 such companies) and Israel (with nine), this makes the UK the largest producer of billion-dollar companies in Europe by some margin. Titan provides VCT investors with potential exposure to exciting investment opportunities.We’re proud to have seen a number of successes in the portfolio over previous years from which shareholders have benefitted from multiple high-profile exits, which have enabled Titan to pay out tax-free dividends (both regular and special), including Zoopla, SwiftKey, Magic Pony, GetOptics, Tails.com and partial exits from Secret Escapes and Graze. This period we were delighted to have completed the exit from Graze and exited Zynstra to NCR Corporation, which were followed by the exits of both We Got POP and BridgeU post period end. By executing on our strategy of investing in unusually talented entrepreneurs addressing large markets and industries ripe for disruption, we have created a diverse portfolio for Titan of approximately 80 companies spanning multiple industries and business sectors.Within the VCT rules of a maximum annual investment of £10 million per company and a lifetime limit of £20 million for Knowledge Intensive companies (which most Titan portfolio companies qualify as), we typically look to invest in significant minority equity stakes in these companies, first investing a relatively modest amount at the early stages of a company’s lifecycle, and typically investing further as the portfolio companies develop and perform well against the milestones we agree with management teams on an ongoing basis. Our investment provides the capital for businesses to grow their operations and build their product suite and/or market reach. We usually expect to realise our investments through trade sales (for example, to a larger technology company such as Amazon, Google or Microsoft, all acquirers of former Titan portfolio companies), private equity sales or IPO. Our view is that if we continue to identify, support and realise investments from category leading businesses, the returns we can generate for Titan shareholders can be significant, particularly with the UK continuing to show such leadership for successful entrepreneurism in Europe.Many portfolio companies meet and exceed the expectations initially set. In these situations, we actively seek to increase our investment exposure as the company demonstrates its ability to create a significant and valuable business. Recent examples here include Bought By Many, Elliptic, DePop and Permutive, amongst others, where we have proactively looked to invest further in subsequent rounds of funding and increase our ownership stake, with the intent of maximising the impact of a positive realisation on Titan’s returns.Whilst many of our investments go on to become successful companies and sometimes household names, it is inevitable that some companies will not perform. We typically look to take a board seat when we make an investment which enables us to closely monitor progress and bring in the appropriate support from within our team or wider network to help each portfolio company reach its potential. In situations where a company is performing less well and not meeting the pre-agreed milestones, we will consider a variety of courses of action. We may work with the company to help them secure funding from a new investor and still invest alongside that investor to maintain Titan’s holding in the business. This helps a company to build the company’s potential sources of help and funding which can help maximise its chances for success. In other cases, we may have to make more difficult decisions. Where performance and progress continue to lag behind expectations, we may decide not to invest further, and will seek to recover value where possible.PerformanceThe Total Value has seen a significant increase since Titan’s first year end (31 October 2008) as shown on the graph, from 89.9p to 171.2p at 31 December 2019. This represents an increase of 90% in value since the first full year of Titan, and dividends paid or announced since inception of 76.0p. Since launch, a total of over £143 million has been distributed back to Titan shareholders as tax free dividends.As at 31 December 2019, the NAV was 95.2p per share, compared to 93.1p per share as at 31 October 2018 which represents an increase in NAV of 7.1p per share after adding back dividends paid during the period of 5.0p (2018: 5.0p) per share. This represents an increase of 7.6% (2018: 1.8%). The performance of the portfolio has continued to be strong this year with uplifts in fair value which totalled over £154 million. Downward revaluations in the period totalled £50 million. In aggregate, the value of the portfolio, excluding new and follow-on investments in the year, increased by 24%.The performance over the five years to 31 December 2019 (where the most recent year represents a fourteen month period) is shown below:There has been an increase in valuation of Titan’s cash and cash equivalent investments of £1.8 million in the period to 31 December 2019. Shareholders may recall that it was decided in 2018 to take less risk with the cash and cash equivalent investments for the foreseeable future, with the objective of these investments generating sufficient returns to cover costs, at limited risk to capital. The allocation across these products is reviewed regularly by the Titan Board and may include investments into other products managed by Octopus (though this was not the case in the period).To take account of the Coronavirus outbreak, which has arisen since the 31 December 2019, the Board reviewed the portfolio as at 10 March 2020 and decided to apply a 25% discount to the equity valuations as at 31 December 2019, for portfolio companies operating in the travel sector. This resulted in a revised NAV of 93.8p per share, which was used for the allotment on 11 March 2020.The Board also declared a further interim dividend of 3.0p per share the period ended 31 December 2019. The record date for the dividend is 14 April 2020 with payment to be made on 30 April 2020. It is not anticipated that any further dividends will be declared in respect of this period.Further to this, the Board reviewed the portfolio as at 2 April 2020. This resulted in a revised NAV of 91.0p per share which was used for the allotments on 3, 4 and 7 April 2020, and was the basis for the share buyback on 9 April 2020. This NAV change reflects valuation adjustments across the portfolio, which is carried at fair value. These valuation adjustments are largely related to portfolio companies operating in the travel sector, as advised by the Portfolio Manager and approved by the Board.We have increased our dialogue with our portfolio companies and continue to provide them with operational support, advice, including financial planning and in relation to accessing various elements of the Government’s financial assistance packages, as well as other measures to mitigate the impact of current trading conditions. Titan is also able to provide further funding to the portfolio where appropriate given its significant cash holdings, which as at 2 April 2020 totalled £295 million, held in cash and cash equivalents.Portfolio ReviewThe current portfolio encompasses investments in 81 companies (79 unquoted and two quoted, excluding two companies in liquidation and two in administration, but including the two underlying companies in Zenith). The progress made by many of the portfolio companies in the last fourteen months has been impressive. Within the portfolio, some particular highlights include:Big Health won the Impact Award at the Employer Health Innovation Roundtable (EHIR);By Miles, the pay-by-mile car insurance provider, launched a “connected car” insurance policy specifically for Tesla drivers in December. The new insurance product pulls real-time mileage information directly from a car owner’s Tesla account and uses the distance they have driven to price their insurance each month. It claims to be the first car insurance policy to take data from a car without the need for a “black box” or aftermarket device;Cazoo, the latest venture from Alex Chesterman, who previously founded Zoopla, launched its offering in December 2019 and sold £10 million-worth of cars in its first eight weeks. It is set to transform how 8 million used cars are bought each year by putting the entire process online and offering home delivery, much like buying any other product today. The company announced a £100 million funding round in March 2020;DeadHappy, the life insurance provider with a difference, launched and was listed sixth in Forbes’s top 15 Social Media Campaigns of 2019. The success of a social marketing campaign ultimately depends on how appealing the audience finds it and if it feels the need to engage with the brand as a result of the campaign;Blockchain analytics company Elliptic added XRP, the native currency of the Ripple payment network, to its risk management suite in November and identified $400 million in XRP transactions linked to illicit activity, including scams, theft and money laundering. Elliptic has made its name monitoring the bitcoin network and providing data, including suspicious patterns, and analytics services to financial institutions and law enforcement agencies. The crypto businesses and financial institutions it works with will now be able to screen XRP transactions for links to criminal activity and sanctioned entities;Elvie develops products to improve women’s lives through smarter technology. It launched its silent breast pump during the year which proved so popular the waiting list ran to over 10,000 people and the company won both Venture-funded Business of the Year and Women in Business Award at the Startup Awards at the end of 2018;Sofar Sounds was voted as the number two most innovative music company in the world in 2019 according to Fast Company. Sofar also announced its $25 million funding round led by Battery Ventures, joined by Union Square Ventures;Token.io, an open banking platform that helps banks remain compliant and generate new revenue streams, was selected by Mastercard to power the connectivity layer of its Open Banking Hub. It also won Fintech Startup of the Year at the FStech Awards;Trouva, an online marketplace for independent boutiques, raised $22 million in further funding. The funding will be used to fuel its international growth; andZynstra, which has developed an intelligent software infrastructure for retail stores to virtualise their back and front office store, won awards for both Infrastructure Innovation of the Year and UK Innovation and Entrepreneurship at the UK IT Industry Awards in November, a major event with over 1200 people in attendance and 30 awards made. It was also acquired by NCR Corporation in December 2019 (more detail below).DisposalsTitan made two full disposals in the fourteen-month period (Zynstra and Bowman Power). Graze was also disposed of from the Zenith Holding Company portfolio in February 2019. We are delighted to have successfully realised our investment in Zynstra in December 2019. Zynstra has developed a pioneering intelligent software infrastructure for enterprises and retail stores to virtualise back and front office technology including traditional and next generation Point-of-Sale (POS), and was acquired by NCR Corporation for £100 million in December 2019. NCR is a global enterprise technology company for the retail, hospitality and banking industries, and is listed on the New York Stock Exchange with a market cap of more than $4 billion. We first invested into Zynstra as part of their seed round in 2013, and are proud to have been part of their journey to exit to NCR. The realisation of Titan’s investment in Zynstra resulted in proceeds of £23.9 million (vs a cost of £8.3 million), a small proportion of which is expected to be held back, and paid within 24 months.This adds to the successful acquisition of Graze by Unilever N.V in February 2019. Launched in 2007, the business delivers healthy snacks through the post. Having first invested in 2009 and making partial disposals in 2012 and 2013, Titan realised its remaining holding in Graze.com (held via Zenith Holding Company) as part of the Unilever transaction.Both Graze and Zynstra are great examples of businesses Titan only gained access to due to Octopus’s propriety deal flow channels – the founding team of Zynstra included a founder of LOVEFiLM.com, while Zynstra was introduced by one of the founding team of SwiftKey, both companies the Octopus Ventures team had previously invested in.Unfortunately, despite all our and the managements teams’ efforts, both MIRACL and Swoon have been placed into Administration during the period. Both had received significant investment from Titan, but due to a combination of factors, struggled to secure further funding from third parties to enable them to execute on their growth plans and were no longer able to continue trading. It is always disappointing for shareholders when such action has to be taken, but is an inevitable risk associated with a venture capital portfolio. This risk is increasingly apparent in light of the Coronavirus pandemic.Bowman Power has struggled with customer challenges and delayed orders for some years. As a result, we agreed terms to realise our investment at a significant loss versus cost.New and follow-on investmentsTitan completed 48 follow-on investments in the fourteen month period into 36 existing portfolio companies and made 14 new investments, together totalling £127 million (comprising £77 million invested into the existing portfolio and £50 million into new companies). Following this, the portfolio totals £640 million as at 31 December 2019. This compares to a twelve month period in 2018 when Titan made 20 new investments and 25 follow-on investments, together totalling £123 million.As previously reported, we have proactively increased the size of the Octopus investment team over the last 5 years to enable us to increase the rate of new investments and appropriately manage the growing portfolio. With this additional resource, the team has also refined its focus towards technology and technology-enabled businesses in our three key areas of the Future of Health, Future of Money and Deep Tech. Having visibility over the best available deals in the market is largely due to the increasing prominence of Octopus in supporting many of the fastest growth technology businesses in Europe (e.g. Swiftkey and Zoopla) which in turn makes Octopus an increasingly attractive investment partner for technology entrepreneurs looking to build global businesses. The investment team receives thousands of investment opportunities each year and is in the privileged position of being able to diligence these in order to identify the small number of deals that will be taken to Investment Committee ahead of making an investment.Given the health of the underlying portfolio and the cash requirement to scale these businesses, we have good visibility into the opportunity to invest further into companies we already know and understand. It is for this reason that the majority of funds raised will be invested in follow-on deals. The funds raised during the period have given us the capability to ensure we continue to invest sufficiently into the highest quality investment opportunities we are seeing in the market, including those already in our portfolio, and we are on target to deploy the capital raised in line with our budget.A few technical changes to VCT qualification rules have been introduced in recent years, such as VCTs having to invest at least 30% of funds raised into qualifying holdings within 12 months from 6 April 2018, and the proportion of funds that VCTs must hold in qualifying investments rising from 70% to 80% from 6 April 2019. Given Titan’s current qualifying proportion of over 96% and its current and intended investment rate, these changes have not had a material impact on Titan and we do not anticipate they will do so. From 6 April 2018, it was also announced that “Knowledge Intensive” companies (i.e. those that have a high proportion of Research & Development or innovation spend) are able to raise up to £10 million each year from VCTs and EIS, up from £5 million previously. Titan typically invests in knowledge intensive companies and so has benefitted from this change.The 14 new investments in the fourteen months to December 2019 are comprised of:Aire Labs: a technology platform that allows lenders to serve more customers by automating the data collection for those with thin credit files, removing the traditional costly human interaction previously required to assess these individuals;AudioTelligence: real time audio processing technology;By Miles: a pay-per-mile car insurance provider;Cazoo: an online platform which allows consumers to purchase used cars and arrange any finance necessary. Cazoo is founded by Alex Chesterman, Founder and CEO of Zoopla Property Group and previously at LOVEFiLM;Cred Investments: an online marketplace that will enable professional athletes to sell a share of their future salary and endorsement to their fans;Gleam: direct-to-consumer, personalised acne treatment;Glofox: gym management software for boutique fitness studios;Inrupt: is working to bring Sir Tim Berners-Lee’s distributed data ownership model that is Solid into the mainstream, by building enterprise tools for companies who need to use customer data;Mosaic Smart Data: a data analytics tool for professionals in the capital markets to help improve investment decisions;Ometria: Customer retention marketing platform for retailers;Systum: a business and inventory management platform for wholesale distributors;ThirdEye Labs: a software solution for retailers to leverage existing security cameras to understand what is happening in store in real time to help prevent theft, stock shortages and queues;Unmade: a fashion software company that limits waste by manufacturing on demand; andvHive: an artificial intelligence solution that enables enterprises to deploy autonomous drone hives for the acquisition, management and processing of field data.Subsequent to the year end five new investments and nine follow-on investments were made, totalling £40 million. Further details can be seen in Note 17 of the financial statements.Supporting our portfolio companiesBacking entrepreneurs and helping them reach their ambitions goes well beyond just providing finance. We give them a platform to succeed, providing practical support to the companies, helping them find and hire the right people and introducing them to valuable contacts, among other activities.Since Titan was launched, we’ve built the Octopus Ventures team, which manages the Titan portfolio, from five people to more than 40, including our Operating Partners. In 2018, Octopus increased its resource commitment to manage Titan by expanding the investment team by nearly 50% to 17 people, as well as adding further portfolio and operational support to make sure we continue to be able to make new investments and manage the expanding portfolio. Octopus Ventures now has a combined investment experience of 150 years and brings together a wide range of specialist skills and individual insights.Early-stage companies often need nurturing. So, we don’t just make an investment, we also actively participate in the company’s growth journey. Usually someone from Octopus Ventures sits on the board of the company they invest into, which allows them to play a prominent role in the company’s ongoing development and supporting those teams through the often perilous activity of company building.Some of the ways we help the entrepreneurs we back include holding workshops on strategy, advising on sales and marketing plans, as well as providing connections to other companies who may be helpful. We know that, as with many companies, the quality of the team can make or break a business. We have often introduced people who go on to become key members of senior management teams within our portfolio companies – for example, in the case of SwiftKey, we introduced the CFO, COO and Chairman to the business. With talented management teams being so crucial to the success of early stage companies, we’ve created a group focussed on start-up ‘talent’. The group of three (one of which is based in New York) is focused on partnering and supporting our portfolio company leaders with building and developing the teams around them. We’re also in a great position to help companies expand internationally. Octopus Ventures itself is spread between offices in London and New York, so we can better help companies understand both the opportunities and challenges of expanding globally.The team is also bolstered by a group of Operating Partners, a select group of entrepreneurs and business experts who offer expertise in areas such as CEO leadership, sales and international expansion. They are based in London, San Francisco, Shanghai and Singapore and their purpose is to help Titan portfolio companies reach their full potential and achieve their global ambitions.This combined approach can be a useful tool for winning the most competitive deals and proving our value beyond simply investment.Outlook
The rapid development of the Coronavirus pandemic has spread fear and disrupted global economic activity. Central banks have been swift to reduce interest rates and Governments have announced unprecedented peacetime financial support and stimulus in response.The impact has been felt across the portfolio and will continue to be felt for months to come. The challenges are numerous, and are experienced in a variety of ways; from the reduction in demand for products and services, to the disruptions associated with the transition to remote working. Some companies are being more significantly affected than others, notably those in the travel and leisure sectors, but on the positive side, companies that are at a structural advantage versus incumbent competitors are experiencing record trading (i.e. ecommerce, and digital-first services).Many companies in the portfolio are well funded having recently closed large funding rounds, or are in the final stages of completing those rounds. We continue to work very closely with all of the portfolio companies to plan appropriately, take necessary action, assess potential funding requirements and to engage with existing funders early.We are at a time of maximum uncertainty with regards to the Coronavirus. It is currently too early to accurately predict the effects on the portfolio and the economy more broadly, but we will continue to work with our portfolio companies as they navigate this challenging environment and provide further follow on funding where appropriate.Stepping back from the immediate concerns, we feel it is important to remind our investors of the quality and maturity of the entrepreneurial ecosystem in the UK and across Europe. We remain excited by the opportunities presenting themselves, and our more recent focus on the Future of Health, the Future of Money and Deep Tech has allowed us to deepen our knowledge of and access to some of the most exciting and pioneering companies within this ecosystem. Regardless of sector, technology remains a driving force behind many businesses as they look to disrupt, replace or reinvent industries. The UK remains one of the most exciting markets to start, scale and exit a technology business, despite some of the ongoing political uncertainty following the UK’s exit from the European Union in January 2020 and the Coronavirus pandemic. While some companies can struggle in such an environment, many can also successfully seize the opportunities afforded to small businesses such as those in the Titan portfolio, with many ultimately able to thrive where other larger incumbents may stumble. However, as is always the case when investing in small businesses, it is likely the portfolio will see some turbulence as well as success, as has been seen during the course of the last fourteen months. Ensuring Titan’s investee companies continue to have sufficient funds to drive for growth and capitalize on any appropriate new prospects, as well as providing support through our own team and wider network of experienced advisors continues to be important to the potential future success of our companies.Often early stage companies need more than just access to funding to achieve such success. As detailed in our report, we offer a suite of assistance which is highly valued by the teams seeking funding for their ambitious ideas, and not only helps add value to the existing companies in the portfolio in a practical way, but also helps attract and secure some of the best investment opportunities in the market. As a result, we’re proud to be known as a trusted and valued partner for entrepreneurs intent on building global businesses valued in the billions, and this in turn helps Titan win competitive investment opportunities. Whilst there are a number of portfolio companies which have been very successful already and delivered significant value to Titan and its shareholders, we are confident many more have the potential to at least equal that success.Valuation MethodologyOverviewEach unquoted portfolio investment will be valued at least twice a year, usually at the Titan interim and year end dates (30 June and 31 December, respectively), although this may vary according to fund raising schedules. The portfolio investments are valued in accordance with International Private Equity and Venture Capital (IPEV) valuation guidelines – December 2018. This means the investments are valued at fair value. The value of the unquoted portfolio investments will be combined with the value of the quoted portfolio investments, together with the value of the Company’s other assets, investments and liabilities to generate the overall Net Asset Value of the Company. General PrinciplesFor all investment companies, we will consider several triangulated valuation methodologies including recent funding rounds, relevant trading comparables, recent M&A comparables and investment comparables to inform the company valuation, and may adjust up or down accordingly. For companies that have raised funds within the previous 12 months of the valuation point, the price of the most recent funding round may be an indicator of fair value. However, it may be appropriate to update this value, even if less than 12 months since the last investment, if this value is no longer deemed to be fair value. This may include both downward revisions reflecting underperformance, or valuation increases.The investment costs and amounts invested in the year for each portfolio company are tabulated below.Investment Portfolio1 Investment cost reflects the amount invested into each investee company from Titan’s 1 – 5 before the 2014 merger and from Titan after the merger. This is different to the book cost which includes the holding gains/(losses) on assets which transferred from Titan’s 1, 3, 4 and 5 to Titan 2 (now Titan) during the 2014 merger, as Titan purchased these assets at fair value.2 Owns stakes in Secret Escapes Limited and Calastone Limited.3 These companies have also been invested into by other funds managed by Octopus.4 The figures for Secret Escapes relate to Titan’s direct investment only.Review of Investments
Listed below are details of Titan’s ten largest investments by value.
If you have any questions on any aspect of your investment, please call one of the Octopus team on 0800 316 2295.Octopus Ventures Team16 April 2020NON-STATUTORY ACCOUNTSThe financial information set out below does not constitute the Company’s statutory accounts for the periods ended 31 December 2019 or 31 October 2018 but is derived from those accounts. Statutory accounts for the year ended 31 October 2018 have been delivered to the Registrar of Companies and statutory accounts for the period ended 31 December 2019 will be delivered to the Registrar of Companies in due course. The Auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The text of the Auditor’s reports can be found in the Company’s full Annual Report and Accounts at www.octopusinvestments.comIncome Statement• The ‘Total’ column of this statement is the profit and loss account of the Company; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies.• All revenue and capital items in the above statement derive from continuing operations.• The Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds.Titan has no other comprehensive income for the period.Balance Sheet*Cash held but not yet allotted.The statements were approved by the Directors and authorised for issue on 16 April 2020 and are signed on their behalf by:John Hustler
ChairmanCompany No: 6397765Statement of Changes in Equity*Reserves are available for distribution.**This is net of allotment fees of £9.9m.*Reserves are available for distribution.**This is net of allotment fees of £6.6m.Cash Flow Statement*This includes the distribution from Zenith of £2.16 million following the part disposal of Graze.
(GlobeNewsWire)