28 March 2023
TMT INVESTMENTS PLC
("TMT" or the "Company")
Results for the year ended 31 December 2022 and Notice of AGM
TMT Investments Plc (AIM: TMT), the venture capital company investing in high-growth technology companies, is pleased to announce its final results for the year ended 31 December 2022.
Highlights:
· NAV per share of
· Total NAV of US$201.7 million (down from
· 5-year IRR of 22.8% per annum
·
· Diversified global portfolio of over 50 companies focused mainly around SaaS (software-as-a-service), marketplaces, big data/cloud, EdTech, FinTech, e-commerce, and FoodTech solutions
·
Alexander Selegenev, Executive Director of TMT, commented:
"Despite global political and economic volatility, 2022 saw continued investor interest in high-growth, high-quality digital technology companies, resulting in positive revaluations of several of TMT's portfolio companies. Accern, Outfund, FemTech, Spin Technology, Muncher, Cyberwrite and Feel received further validation for their business models by raising fresh equity capital at higher valuations. In tandem, many other portfolio companies have continued to either grow their businesses quietly in the background, or diligently react to the evolving market situation, adapting and repositioning their businesses as required. At the same time, as always, TMT has proactively been reducing valuations in the portfolio companies that have started to experience difficulties adapting to the current environment, whose business models have not been proven quickly enough, or those with unclear prospects of raising new capital.
A challenging macro-economic environment in 2022 meant that many companies, both tech and non-tech, large and small, are having to react to the changed outlook and improve their business models and financial management.
At TMT, we believe that the current macro-economic and market challenges will widen the gap between winners and losers in the technology sector. This is a double-edged sword, with the better companies being rewarded more handsomely as investors pay up for the best quality companies, whilst the weaker companies are likely to suffer more than under previously more benign environments. We are therefore favouring companies demonstrating profitability or a clear path to profitability and with the management skills, commercial acumen and adaptability to succeed against a tougher macro-economic backdrop.
Given the high level of market uncertainty and volatility, TMT chose to invest selectively in 2022, investing approximately
TMT's five largest holdings by value (Bolt, Backblaze, 3S Money, Pandadoc and Scentbird) make up 64% of TMT's portfolio value, and are companies that are generating double or triple digit revenue growth, with the exception of Scentbird. Scentbird generated single digit revenue growth in 2022, a no mean feat in the current environment, and is targeting positive EBITDA in 2023. All of TMT's five largest holdings are well capitalised, with well-established business operating models and strong management that place them in good stead in the current environment.
Early and mid-stage companies represented 45% of TMT's total portfolio value and 93% of the total number of portfolio companies, providing a large pipeline from which to keep growing tomorrow's winners.
The significantly reduced share prices of publicly traded technology companies negatively affected the value of TMT's equity stake in NASDAQ-traded cloud storage company Backblaze (www.backblaze.com), resulting in a
Consistent with TMT's prudent valuation policy, the Company has also decided to reduce the fair value of its equity stake in Bolt (www.bolt.eu) by 33%, despite the fact that the previous valuation level was established on the back of Bolt's successful
TMT is continuing to identify investment opportunities very selectively and at appropriate valuation levels, whilst employing an extremely cautious general investment approach for the time being. With no financial debt and cash and cash equivalent reserves of approximately
Notice of AGM
The Company's Annual General Meeting will be held on 23 May 2023 at 13 Castle Street,
Copies of the Annual Report and Accounts for the year ended 31 December 2022 and Notice of AGM will shortly be available on the Company's website at www.tmtinvestments.com.
For further information contact:
|
TMT Investments Plc Alexander Selegenev Executive Director
|
+44 (0)1534 281 800 (Computershare - Company Secretary)
alexander.selegenev@tmtinvestments.com
|
|
Strand Hanson Limited (Nominated Adviser) James Bellman / James Dance
|
+44 (0)20 7409 3494 |
|
Cenkos Securities plc (Joint Broker) Ben Jeynes
|
+44 (0)20 7397 8900 |
|
Hybridan LLP (Joint Broker) Claire Louise Noyce
|
+44 (0)20 3764 2341 |
|
Kinlan Communications David Hothersall
|
+44 (0)20 7638 3435 |
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
About TMT Investments Plc
TMT Investments Plc invests in high-growth technology companies globally across a number of core specialist sectors. Founded in 2010, TMT has a current investment portfolio of over 50 companies and net assets of
EXECUTIVE DIRECTOR'S STATEMENT
2022 saw substantially increased market and economic volatility, with the larger-cap public market sell-off throughout the year leading to reduced valuations for some privately held start-ups. A challenging macro-economic environment has meant that many companies, both tech and non-tech, large and small, are having to react to the changed outlook and improve their business models and financial management.
Developments in the Technology Venture Capital Sector
As 2022 progressed, we observed an acceleration of two existing trends: first, an increasing focus by investors on examining a tech start-up's profitability/path to profitability, and second, increasing divergence in how tech companies are reacting to the changed market and operational environment.
Turning to the first trend, venture capital investors are now much more reticent than previously to subsidise revenue growth or market share gains at the expense of profitability or a clear path to profitability. This rebalancing by investors towards a greater focus on profitability and away from "revenue growth at any cost" accelerated as 2022 progressed. This is to be expected: an innovative technology solution only becomes valuable to investors if it can achieve a product market fit (right product or service for the right client at the right price) that is ultimately focused on profitability.
TMT was early to observe this trend and we commented on this already in our 2020 Annual Report, when tech companies' business models were tested by the COVID-caused disruption in 2020, and had already sought to implement this insight in terms of TMT's portfolio selection by tilting the portfolio toward companies that recognised the importance of having viable business models focused on visible profitability and strong management of their financial resources.
Turning to the second trend, the knock-on effect of this rebalancing in the venture capital industry is now forcing the majority of start-ups of all stages to prioritise profitability over growth, with growth only being rewarded if it is achieved in a tightly controlled cost environment. This means that being a tech company with an innovative business model, product or service has ceased to be sufficient per se to attract immediate investor attention. As a result, tech companies are having to reassess their underlying business models and profitability timelines and work harder to ensure their product market fit is well positioned to retain and grow market share.
The marked change in how investors value technology companies is creating a "survival of the fittest" market dynamic, as companies react to a changed market environment and how they are valued by investors. On the one hand, companies with superior business models that have reacted quickly and adopted successful measures have continued to grow and flourish, albeit at lower speeds. On the other hand, companies with weaker business models that were more dependent on future funding and have failed to react successfully have come under increased pressure.
TMT's portfolio has not been immune to these developments, and we are naturally seeing an increasing divergence between the stronger and weaker performers. A first group of companies were quick to react in early 2022 by reducing burn-rates and accelerating their paths to profitability, continuing to refine their business models, or taking other required measures. In many cases this has led to lower revenue growth rates, but a stronger and more sustainable business position overall. A second group only started reacting in late 2022 / early 2023. Those companies that were slower to react to the tougher economic environment may have grown their revenues a bit faster compared to the first group, but their recent aggressive burn rates are now forcing them to have to look for new funds at lower valuation levels and/or implement business optimisation measures in a more stressed environment. A third group includes well capitalised companies with high levels of cash reserves and typically low burn rates or close to achieving profitability. Such companies are in the fortunate position of being able to choose whether to focus on revenue growth or profitability, depending on what they see as a priority for success in their respective market sectors.
Technology Company Valuations
Despite the challenging macroeconomic and political outlook, investors in 2022 continued to back high-growth, high-quality digital technology companies, taking into account the above noted trends in the tech company universe. This resulted in positive revaluations of several of TMT's portfolio companies. We were pleased to see Accern, Outfund, FemTech, Spin.ai, Muncher, and Cyberwrite receive further validation for their business models by raising fresh equity capital at higher valuations to TMT's previous entry points.
TMT adopts a conservative approach to valuing its portfolio investments and therefore regularly reviews and writes down investments that are not showing the progress TMT believes is required to justify the previously reported valuation level. As a result, in addition to Bolt and Backblaze, TMT partially or fully wrote down the value of twelve of its smaller investments during the period (excluding further write-downs related purely to exchange rate fluctuations).
The significantly reduced share prices of publicly traded technology companies negatively affected the value of TMT's equity stake in NASDAQ-traded cloud storage company Backblaze (www.backblaze.com), resulting in a
Consistent with TMT's prudent valuation policy, the Company has also decided to reduce the fair value of its equity stake in Bolt (www.bolt.eu) by 33%, despite the fact that the previous valuation level was established on the back of Bolt's successful
As can be seen from the BVP Cloud Index (https://cloudindex.bvp.com/), median valuation multiples for larger-cap publicly traded technology companies have fallen sharply, in effect returning to the more sustainable levels seen in 2013-2017.
The negative effect of increased market and economic volatility on earlier-stage start-ups has been the generally lower disbursement levels of funding that we are currently seeing, as investors continue to carefully assess how tech companies are reacting to the current challenges. 'Dry powder' cash levels available for investment remain very high globally, as the State of European Tech 2022 report indicates, but founders are having to go the extra mile to prove the quality and potential of their businesses as investors become more discerning. This is to be expected and bodes well for high levels of funding to continue being available to tech companies with strong business models, a successful differentiated offering and savvy financial management.
NAV per share
The Company's NAV per share in 2022 decreased by 28.7% to
Operating expenses
In 2022, the Company's administrative expenses of US$1,443,395 were below corresponding 2021 levels (2021: US$1,924,650), reflecting the Company's reduced level of investment and business development activities during the period.
Financial position
As of 31 December 2022, the Company had no financial debt and cash reserves of approximately
With regard to the recent developments surrounding Silicon Valley Bank ("SVB"), TMT's main banking partner, the Company notes that, after the measures implemented by the
Outlook
TMT has a diversified investment portfolio of over 50 companies, focused primarily on big data/cloud, SaaS (software-as-a-service), marketplaces, e-commerce, FinTech, EdTech and FoodTech, most of which continue to benefit from the ongoing shift to online consumer habits and remote working.
2022 saw a dramatic change for the venture capital and technology company environment, with most investors "returning to basics" by looking to support ultimately profitable business models at sensible valuations. Start-ups have now realised that the "growth at any cost" approach has rapidly been replaced with a focus on "fundamentally profitable growth at the right valuation". Start-ups' ability to reposition and adjust to the changed market environment will largely define their success/survival rate in the near future.
The recent military conflict in
Despite the ongoing volatility, investors continue to be interested in high-quality technology businesses at the right valuation levels. TMT is continuing to identify such opportunities very selectively, whilst employing an extremely cautious general investment approach for the time being. With no financial debt and cash reserves of approximately
Alexander Selegenev
Executive Director
27 March 2023
PORTFOLIO DEVELOPMENTS
The following developments have had an impact on, and are reflected in, the Company's NAV and/or financial statements as of 31 December 2022 in accordance with applicable accounting standards.
Full and partial cash exits, and positive revaluations:
· Accern, a no-code AI platform for the financial service industry (www.accern.com), completed a new equity funding round. The transaction represented a revaluation uplift of
· MTL Financial, trading as Outfund, a revenue-based financing provider (www.out.fund), completed a new equity funding round. The transaction represented a revaluation uplift of
· FemTech, a
· Spin.ai, an all-in-one SaaS data protection platform for mission-critical SaaS apps (www.spin.ai), completed a new equity funding round. The transaction represented a revaluation uplift of
· Muncher, a cloud kitchen and virtual food brand operator in
· Cyberwrite, an AI cyber insurance platform providing cybersecurity insights and risk quantification for businesses worldwide (www.cyberwrite.com), completed a new equity funding round. The transaction represented a revaluation uplift of
· In its 2021 Annual Report, the Company reported that Delivery Hero SE, one of the world's leading local food delivery platforms, had announced in October 2021 that it had entered into an agreement with TMT's portfolio company Hugo Technologies Ltd. ("Hugo") (www.hugoapp.com), to acquire Hugo's multi-category marketplace's core food delivery and quick commerce business in
· TMT's equity stake in 3S Money Club Limited (www.3s.money) was revalued on the back of independent secondary equity transactions in 3S Money shares. The relevant secondary transactions represented a revaluation uplift of
In addition, TMT's investment in eAgronom had a minor increase in value thanks to the exchange rate movement as of 31 December 2022.
Negative revaluations:
The following of the Company's portfolio investments were negatively revalued in 2022:
|
Portfolio Company |
Write-down amount (US$) |
Reduction as % of fair value reported as of 31 Dec 2021 |
Reasons for write-down |
|
Backblaze |
40,153,509 |
64% |
Based on the closing mid-market price of |
|
Bolt |
33,618,816 |
33% |
Based on comparable company analysis, and supported by a partial buying order received by TMT from a bona fide financial buyer |
|
Pandadoc |
5,341,305 |
33% |
Based on comparable company analysis |
|
Affise |
1,675,190 |
48% |
Based on comparable company analysis |
|
Remote.it |
1,381,443 |
91% |
Independent convertible note round |
|
MEL Science |
1,758,040 |
66% |
Based on comparable company analysis; lack of progress in the last 2 years |
|
Estateguru |
979,500 |
55% |
Based on comparable company analysis (plus exchange rate effect); extra exposure to the current financial market volatility |
|
StudyFree |
1,000,000 |
100% |
Serious lack of progress in the last 2 years |
|
EdVibe |
750,001 |
50% |
Insufficient progress in the last 1.5 years; revenue exposure to |
|
Academy of Change |
670,000 |
67% |
Insufficient progress in the last 1.5 years; previous revenue exposure to |
|
3D Look |
499,999 |
50% |
Lack of progress in the last 2 years |
|
Usual |
450,015 |
100% |
Independent highly dilutive equity capital raise |
|
Hugo |
338,222* |
9% |
Acquisition by Delivery Hero announced in Oct 2021 completed in Nov 2022. Value of TMT's investment partially reduced due to the expedited receipt of relevant proceeds. |
|
Anews |
330,000 |
100% |
Company liquidated |
|
Total |
88,946,040 |
|
|
*- adjusted for the
In addition, the following of TMT's non-USD denominated investments decreased in value due to exchange rate fluctuations as of 31 December 2022: Feel, Timbeter, Hinterview, MTL (Outfund), Conte.ai (Postoplan), Outvio, Sonic Jobs, Bairro, and Laundry Heap.
Key developments for the five largest portfolio holdings in 2022 (source: TMT's portfolio companies):
Bolt (ride-hailing and food delivery service):
· Active in over 500 cities globally (up from over 400 cities as of 31 December 2021)
· Double-digit revenue growth
Backblaze (cloud storage provider):
· Double-digit revenue growth
· Multiple new integrations and partnerships building basis for future growth
· Targeting adjusted EBITDA breakeven point in Q4 2023
PandaDoc (proposal automation and contract management software):
· Double-digit revenue growth
· Over 40,000 paying clients (from over 30,000 as of 31 December 2021)
· Acquisition of LiveNotary to launch a remote online notarisation service
3S Money Club (provider of corporate multi-currency bank accounts):
· Triple-digit revenue growth
· Profitable and cash flow positive
Scentbird (Perfume, wellness and beauty product subscription service):
· Single-digit revenue growth
· Acquisition of car air freshener company Drift
· Targeting positive EBITDA in 2023
New investments:
Given the high level of market uncertainty and volatility, TMT was even more selective in 2022, investing approximately
· Initial
· Initial
· Initial
· Initial
· Additional
· Additional
· Additional
· Additional
· Additional
Events after the reporting period
In January and March 2023, TMT received a total additional
In February 2023, TMT invested an additional
In February 2023, TMT invested an additional
In February 2023, TMT received
In March 2023, Silicon Valley Bank ("SVB"), a key banking partner of TMT and many of its investee companies, experienced liquidity issues. As a result of the various measures implemented by the
CORPORATE GOVERNANCE
AIM quoted companies are required, pursuant to the AIM Rules for Companies, to set out details of the recognised corporate governance code that the Board of Directors has decided to adopt, how the Company complies with that code and provide reasons for any departures where it does not comply with that code.
Introduction
The Board fully endorses the importance of good corporate governance and has adopted the 2018 Quoted Companies Alliance Corporate Governance Code for Small and Mid-Sized Companies (the "QCA Code"), which the Board believes to be the most appropriate corporate governance code given the Company's size, stage of development and that its shares are admitted to trading on AIM. The QCA Code is a practical, outcome-oriented approach to corporate governance that is tailored for small and mid-size quoted companies in the
In accordance with the QCA Code and AIM Rule 26, the report below provides a high-level overview of how TMT has applied the principles of the QCA Code and any areas in which the Company's governance structures and practices depart from or differ from the expectations of the QCA Code.
Chairman's Corporate Governance Statement
Dear Shareholder,
As Chairman, it remains my responsibility, working with my fellow Board colleagues, to ensure that good standards of corporate governance are embraced throughout the Company. I am therefore pleased to report that, in accordance with the revisions made to the AIM Rules for Companies, the Board chose to adopt the QCA Code effective 28 September 2018.
The adoption of the QCA Code supports the Company's success by creating and supporting a strong corporate governance environment for the benefit of the Company, its shareholders and its stakeholders.
The Board is committed to good governance across the business, at executive level and throughout its operations and we believe that the QCA Code provides us with the right governance framework: a flexible but rigorous outcome-oriented environment in which we can continue to develop our governance model to support our business. The Company applies the QCA Code by seeking to address all of its requirements and ensuring that the QCA Code is embedded in the Company's operations and corporate culture.
As Chairman, I am responsible for leading an effective Board, fostering a good corporate governance culture, maintaining open communications with shareholders and ensuring appropriate strategic focus and direction for the Company.
Good governance is the fundamental underpinning of ESG
The focus on ESG (Environmental, Social & Governance) by both businesses and society at large continued to evolve in 2022, as countries around the world emerged from the devastating social and economic fallout provoked by the COVID pandemic. Investor attention has been driven by three main factors: regulatory pressure, underlying investor demand and a recognition that current levels of ESG data available remain opaque and under-developed in many sectors, resulting in new business opportunities to meet this shortfall.
The Company has been monitoring ESG issues before they reached the mainstream investment agenda. As such, TMT has made a number of investments in ESG-focused companies that also meet TMT's investment objectives.
In 2021, TMT started formalising its ESG Policy under the guiding principles that it be relevant, realistic and accountable, and finalised it as published in its Interim Results 2022. Starting with 2022 and going forward, TMT will also be providing an annual update on ESG developments in TMT's portfolio.
A corporate culture based on transparency, innovation and continuous improvement
The Board not only sets expectations for the business but works towards ensuring that strong values are set and carried out by the Directors across the business. The Company's corporate culture is based on the three values of transparency, innovation and continuous improvement. These three values support the Company's objectives, strategy and business model.
Transparency
As a publicly quoted company that provides investors with a liquid route to investing in private companies, transparency is fundamental to how we operate and communicate with our shareholders. The Company therefore endorses a culture of transparency and seeks to provide investors with as much information as is practically possible regarding its portfolio investments and its own operations as a company.
Innovation
Innovation supports the Company's objective of investing in successful, long-term companies that have innovation at the core of their own business models. In parallel, the Company seeks to apply an innovative approach to how it manages its own operations. The Company therefore seeks to review its operations and capabilities on an ongoing basis to ensure it can continue to successfully operate as an investing company and make best use of its range of capabilities.
Continuous improvement
Continuous improvement reflects the Company's objective of assessing its own performance and identifying areas for improvement across its investment processes and operations on an ongoing basis.
We place a special focus on monitoring and promoting a healthy corporate culture, which the Company currently enjoys. Nevertheless, there is always room for improvement and we will continue to pursue programmes that keep us advancing in this regard.
The importance of engaging with our shareholders underpins the essence of the business, and we welcome investors' continued engagement with both the Board and executive team.
In the statements that follow, we explain our approach to corporate governance, how the Board and its committees operate, and how we seek to comply with the QCA's 10 principles.
Yuri Mostovoy
Chairman
PRINCIPLE 1
ESTABLISH A STRATEGY AND BUSINESS MODEL WHICH PROMOTE LONG-TERM VALUE FOR SHAREHOLDERS
The Company has been established for the purpose of making investments in the Technology, Media and Telecommunications sector ("TMT sector") where the Directors believe there is potential for growth and the creation of shareholder value.
Investment Strategy
TMT currently focuses on identifying attractive investment opportunities in the following segments of the TMT sector:
· Big Data/Cloud
· SaaS (software-as-a-service)
· Marketplaces
· EdTech
· E-commerce
· FinTech
· FoodTech
Among other features, TMT seeks to identify companies that have:
· Competent and motivated management founders - managing high-growth companies requires a rare combination of skills
· High growth potential - companies with a product or service that can be scaled up globally
· Growth stage - companies that are already generating revenues (TMT's typical minimum revenue threshold is
· Series A / Pre-Series A stage TMT's typical investment range:
· Viable exit opportunities - assessing potential exit scenarios from the start
The Company has identified a number of challenges in executing its strategy. We describe these risks and how we manage them in Principle 4.
The Company believes it is well placed to deliver shareholder value in the medium and long-term through the application of its business model, investment strategy and risk mitigation measures, as described in this document.
PRINCIPLE 2
SEEK TO UNDERSTAND AND MEET SHAREHOLDER NEEDS AND EXPECTATIONS
The Company places great importance on communication with shareholders and potential investors, which it undertakes through a variety of channels, including the annual report and accounts, interim accounts, and regulatory announcements that are available on the Company's website www.tmtinvestments.com. On request, hard copies of the Company's reports and accounts can be mailed to shareholders and other parties who have an interest in the Company's performance.
The Directors review the Company's investment strategy on an ongoing basis. Any material change to the Investing Policy will be subject to the prior consent of the shareholders in a general meeting.
Developing a good understanding of the needs and expectations of all elements of the Company's shareholder base is fundamental to the Company's progress. The Company has developed a number of initiatives that it holds on a regular basis to meet this need. As part of its regular dialogue with shareholders, the Company seeks to understand the motivations behind shareholder voting decisions as well as manage shareholders' expectations.
The Company's shareholder base has grown in numbers as well as become more diversified since its admission to AIM in December 2010. The Company's shareholder base is comprised of institutional investors, family offices, high net worth individuals and retail investors.
The Company engages two brokers, Cenkos Securities plc ("Cenkos") and Hybridan LLP ("Hybridan") as Joint Brokers to TMT. Together with the Company's other advisors, both brokers arrange regular meetings with
The Company continues to be committed to engaging with retail investors by holding private investor events arranged by the Company's public relations adviser. As part of these retail investor events, feedback surveys are provided to attendees. The feedback includes information on amount, type and quality of information provided, presentation style and areas of investor interest. Investor feedback collected is incorporated into the planning of future events on an ongoing basis. During the restrictions imposed by the Covid-19 pandemic, the Company made increased use of online and social media communications to maintain communication with all types of investors. Interested parties are able to subscribe for notifications of such future events by contacting tmt@kinlancommunications.com.
Shareholder enquiries should be directed to Alexander Selegenev, Executive Director at ir@tmtinvestments.com, or to the Company's advisors, contact details for whom are included on the Company's web site.
PRINCIPLE 3
TAKE INTO ACCOUNT WIDER STAKEHOLDER AND SOCIAL RESPONSIBILITIES AND THEIR IMPLICATIONS FOR LONG-TERM SUCCESS
The Company's business model is that of a publicly quoted venture capital investing company investing in the TMT sector. As such, it relies on the continued growth of the TMT sector and access to promising investment opportunities. In relation to its wider stakeholders, the Company needs to ensure that it:
· Maintains a good reputation as a credible investor in its chosen investment sector;
· Is fully compliant with all regulatory requirements;
· Takes into account its wider stakeholders' needs; and
· Takes into account its social responsibilities and their implications for long-term success.
The Company regards its employees, advisors, shareholders and investee companies, as well as the technology and start-up community, to be the core of its wider stakeholder group:
The technological and start-up community
The Company sources its investments from the global technological universe of companies. All members of the Company's team maintain good relationships with the global technological start-up community through arranging meetings with prospective investees, attending tech and tech investor events, and through ongoing building of their professional network, both online and in person. This is essential to maintaining a valuable level of accumulated tech knowledge, being connected to the latest developments in our core sectors and having access to a pipeline of attractive investments in the innovative world of technology investing.
Professional advisors
The Company's professional advisors include its Nominated Adviser (Nomad), Brokers, Accountants, Auditors, and Legal and Financial PR advisors. The Company works closely with its professional advisors to ensure that it is fully compliant with all regulatory requirements at all times.
Regulators
The Company is quoted on AIM and is subject to regulation by the London Stock Exchange. The Company is also subject to the
Other suppliers
The Company has banking relationships in place to service its operations as well as a number of administrative and other suppliers, such as the Registrar and Company Secretary.
Internal stakeholders
The Company's workforce
The Company's investment performance relies on the retention and incentivisation of its directors, employees and consultants.
The Company has put in place the Bonus Plan for Directors, officers, employees of, or consultants to, the Company, as summarised in the Executive Director's Statement above. In November 2020, the Company announced an extension to its Bonus Plan until 31 December 2024. Under the Company's Bonus Plan, subject to achieving a minimum hurdle NAV and high watermark conditions, the team receives an annual cash bonus equal to 7.5% of the net increases in the Company's NAV, adjusted for any changes in the Company's equity capital resulting from issuance of new shares, dividends, share buy-backs and similar corporate transactions. As announced on 25 November 2020, this has been increased from 7.5% to 10.0% with effect from 1 January 2021.
The Company engages with its stakeholders during the course of its day-to-day activities, seeking feedback as the occasion arises. The Company evaluates feedback and assesses its incorporation into its decisions and actions and, if appropriate, its operations, on an ongoing basis. Details of the Company's most regular interactions with shareholders, through which the Company gains feedback from shareholders, are provided in Principle 2 above.
PRINCIPLE 4
Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Directors are responsible for the Company's internal control framework and for reviewing its effectiveness. Each year the Board reviews all controls, including financial, operational and compliance controls and risk management procedures. The Directors are responsible for ensuring that the Company maintains a system of internal control to provide them with reasonable assurance regarding the reliability of financial information used within the business and for publication, and that assets are safeguarded. There are inherent limitations in any system of internal financial control. On the basis that such a system can only provide reasonable but not absolute assurance against material misstatement or loss, and that it relates only to the needs of the business at the time, the system as a whole was found by the Directors at the time of approving the accounts to be appropriate given the size of the business.
In determining what constitutes a sound system of internal controls the Board considers:
· The nature and extent of the risks which they regard as acceptable for the Company to bear within its particular business;
· The threat of such risks becoming reality;
· The Company's ability to reduce the incidence and impact on its business if the risk crystallises; and
· The costs and benefits resulting from operative relevant controls.
The Board has taken into account the relevant provisions of the QCA Code and associated guidance in formulating the systems and procedures which it has put in place. The Board is aware of the need to conduct regular risk assessments to identify the deficiencies in the controls currently operating over all aspects of the Company. The Board conducts a formal risk assessment on an annual basis but will also report by exception on any material changes during the year.
The Board regularly reviews the risks faced by the Company and ensures the mitigation strategies in place are the most effective and appropriate to the Company. There may be additional risks and uncertainties which are not known to the Board and there are risks and uncertainties which are currently deemed to be less material, which may also adversely impact performance. It is possible that several adverse events could occur and that the overall impact of these events would compound the possible impact on the Company. Any number of the below risks could materially adversely affect the Company's business, financial condition, results of operations and/or the market price of the ordinary shares.
The Company has identified the following principal risks in executing its strategy and addresses these in the following ways:
Key people risk
The Company's management team is relatively small in number and the resignation or unavailability of members of the management team could potentially have an effect on the performance of the Company.
Mitigation:
The Company ensures that the databases it maintains for investment selection and monitoring are shared across the senior management team, reducing the possibility of loss of information due to any one individual leaving or not being available. In addition, the Company's bonus plan serves to ensure that compensation is benchmarked to ensure staff retention.
The Company invests in earlier stage companies
Investing in earlier stage companies is inherently risky. These businesses may not successfully scale up their technology or offering, may fail to secure the necessary funding (attract further investment) and may lose key personnel, amongst other risks.
Mitigation:
The TMT team is experienced in investing in earlier stage technology companies and conducts extensive analysis through its four-filter investment process, as well as due diligence on the companies before it makes any investment.
Portfolio valuation may be dominated by single or limited number of companies
The success or failure of companies in our portfolio in growing revenues and/or attracting further investment is likely to have a significant impact on their valuation, increasing or decreasing significantly. These valuations are driven by market forces and are outside of our control.
Mitigation:
The Company has built and continues to build a diversified portfolio across its core investment sectors. The Company also sells partial stakes from time to time in its more successful holdings in order to reinvest in other companies and/or keep the Company's portfolio appropriately balanced.
Large number of investment opportunities
The sectors in which the Company invests are characterised by large numbers of new companies being launched with similar business models and across many countries. The sheer multitude of companies can make identifying the best companies a challenge in terms of analysis, the monitoring of performance before investing and the overall assessment of an investee's potential.
Mitigation:
The Company focuses on a small number of core segments within the TMT sector in which it has expertise and established professional networks, in order to benefit from its competitive information advantage.
The Company uses a filtering system that is designed to identify companies with the best potential to become scalable businesses with rapid growth potential. A special emphasis is placed on assessing the exit opportunities for investments under consideration, taking into account sector trends, valuations, M&A trends and other relevant criteria.
Speed of technological change
Technological change is taking place at ever increasing tempos. The speed of technological innovation can make it harder to assess an investee company's potential, especially at an early stage of development.
Mitigation:
We address this challenge by typically investing in companies that are already generating revenue and therefore have a proven revenue generating business model at the time of the Company's initial investment.
Valuation of investments
The Company invests in companies that at times operate in extremely competitive sectors. Given the nature of the companies we invest in, it is not likely that all will be a success. It is therefore inevitable that some investments will require impairment.
Mitigation:
To mitigate this risk, the Company reviews all its investments, as a minimum, every six months. For each of its portfolio companies, the Company maintains a database with data provided by its portfolio companies that includes their key performance indicators (KPIs). Through this process, the Company actively monitors the performance of KPIs and other indicators that can affect fair value revaluations.
The Company has a small number of shareholders who hold a large proportion of the total share capital of the Company
The decision by one or more of these shareholders to dispose of their holding in the Company may have an adverse effect on the Company's share price.
Mitigation
The Company seeks to build a mutual understanding of objectives between itself and its shareholders. The Company maintains regular contact with its shareholders through meetings and presentations held throughout the year.
Non-controlling positions in portfolio companies
Non-controlling interests in portfolio companies may lead to a limited ability to protect the Company's position in such investments.
Mitigation
As part of its investment in portfolio companies, the Company will seek to secure board representation where possible. Fundamentally, however, the success of a start-up depends greatly on the abilities of its founder-managers. The Company therefore places extremely high importance on investing in companies backed by highly skilled, professional and trustworthy founders.
Proceeds from the realisation of investments may vary substantially from year to year
The timing of portfolio company realisations is uncertain and depends on factors beyond the Company's control. As an investing company that does not generate sales, the Company faces the potential challenge of insufficient funds to meet its financial obligations or make new investments. Cash returns from the Company's portfolio are therefore unpredictable.
Mitigation
To address this challenge, the Company focuses on investing in companies that it considers to have good exit opportunities, via a trade sale, IPO or other exit route. This increases the likelihood of generating cash returns, which can then be used to reinvest or satisfy financial obligations if necessary. The Company has also conducted a number of equity fund raises since its admission to trading on AIM. As part of its fundraising efforts, the Company has committed significant resources to developing its shareholder base. The Company seeks to maintain sufficient cash resources to manage its ongoing operating and investment commitment and undertakes regular working capital reviews.
The Company's approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company.
The Company has low liquidity risk thanks to maintaining adequate cash reserves, by continuously monitoring actual cash flows and by matching the maturity profiles of financial assets and current liabilities.
The Company believes it is well placed to deliver shareholder value in the medium and long-term through the application of its business model and investment strategy and risk mitigation, as described above.
PRINCIPLE 5
MAINTAIN THE BOARD AS A WELL-FUNCTIONING, BALANCED TEAM LED BY THE CHAIR
The Board is responsible to shareholders for the overall management of the Company and may exercise all the powers of the Company, subject to the provisions of relevant statutes and any directions given by special resolution of the shareholders.
The Board, led by the Chairman, consists of four directors, three of whom are Non-executive.
The Board comprises of the Non-executive Chairman (Yuri Mostovoy), two Non-executive Directors (James Joseph Mullins and Andrea Nastaj) and the Executive Director (Alexander Selegenev). James Mullins and Andrea Nastaj, both Non-executives, are considered by the Board to be independent. James Mullins was appointed to the Board in December 2010. Whilst James Mullins has now served as independent Non-executive Directors for over ten years, the QCA Code states that the fact that a director has served for over nine years does not automatically affect independence. The Board is satisfied that James Mullins continues to be free from any business or other relationship which could interfere with the exercise of their independent judgement. In line with the QCA Code recommended good practice, James Mullins will be subject to annual re-election on an ongoing basis.
The Board considers that it has the necessary industrial, financial, public markets and governance experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long-term (details of which are set out in the responses to Principle 6 of the QCA Code below).
The Non-executive Chairman is required to dedicate at least seven days every month to his duties with the Company. The Executive Director is expected to dedicate the substantial part of his time to his duties with the Company. The Non-executive Directors are normally required to dedicate at least two days a month to their duties with the Company.
The Board delegates certain responsibilities to its Committees, so that it can operate efficiently and give an appropriate level of attention and consideration to relevant matters. The Company has an Audit Committee, a Remuneration Committee and a Nomination Committee, all of which operate within a scope and remit defined by specific terms of reference determined by the Board. The Board and its Committees are provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight.
The Directors have access to the Company's advisers and are able to obtain advice from other external bodies as and when required.
Board meetings
Six board meetings were held in 2022. One meeting of the Audit Committee, one meeting of the Remuneration Committee and one meeting of the Nomination Committee were held in 2022. The number of meetings attended by the Directors is set out below.
|
|
Board |
Audit Committee |
Remuneration Committee |
Nomination Committee |
|
Director |
meetings |
meetings |
meetings |
meetings |
|
Yuri Mostovoy |
6 |
- |
- |
|
|
Alexander Selegenev |
5 |
- |
- |
1 |
|
Petr Lanin |
1 |
1 |
1 |
|
|
Andrea Nastaj |
3 |
|
|
|
|
James Mullins |
6 |
1 |
1 |
1 |
|
Total meetings |
6 |
1 |
1 |
1 |
PRINCIPLE 6
ENSURE THAT BETWEEN THEM THE DIRECTORS HAVE THE NECESSARY UP-TO-DATE EXPERIENCE, SKILLS AND CAPABILITIES
The Board considers that it has the necessary industrial, financial, public markets and governance experience, possessing the necessary mix of experience, skills, personal qualities and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long-term. The Directors' individual experience is set out below.
Yuri Mostovoy, Non-Executive Chairman, was appointed to the Board in June 2011. Yuri brings over 39 years expertise in investment banking, software development and business to his role as Chairman of the Company. Yuri has held a number of previous Board positions at a number of companies, and brings this experience to the Board. He has been involved in a number of internet start-ups in the areas of medical devices, software development, and social media.
Yuri Mostovoy is actively involved in the start-up investment community, especially in some of the tech hubs in the
Alexander Selegenev, Executive Director, was appointed to the Board in December 2010. The Executive Director has the responsibility of leading the business and the executive management team, ensuring that strategic and commercial objectives are met. Alexander has over 20 years of experience in investment banking and venture capital, with specific expertise in international corporate finance, equity capital markets and mergers and acquisitions at a number of
Alexander Selegenev is an active member of the Company's investment committee, allowing him to keep very close to developments and current thinking on innovative technologies, market trends, company valuations and fund raising activities.
Alexander Selegenev is a member of the Company's Nomination Committee.
James Mullins, independent Non-executive Director, was appointed to the Board in December 2010. He brings to the Company a strong combination of accountancy, experience of working with public markets and institutional investors. James, with his financial background, provides the experience required as chairman of the audit committee to challenge the business internally and also the Group auditors. From 2004 to 2007, he was the Finance Director at Rambler Media and was involved in its successful admission on AIM and subsequent sale. He has been a director of numerous funds and companies including a fund listed on the Bermuda Stock Exchange. He was previously a partner in First Mercantile and FM Asset Management Ltd. He previously worked for PricewaterhouseCoopers, Deloitte and British Coal where he was a national investment manager. He was recently Chairman of the Scottish Salmon Company, which is listed on the Oslo Bors. James is a Fellow of the Association of Chartered Certified Accountants and he holds a Bachelor of Science degree and a Master of Arts degree from Trinity College,
James Mullins has completed an online course with University of Oxford Said Business School entitled "Oxford Blockchain Strategy Programme".
James Mullins serves as Chairman of the Audit, Remuneration and Nomination committees.
Andrea Nastaj, independent Non-executive Director, was appointed to the Board in May 2022, succeeding Petr Lanin. Andrea is an experienced executive within the financial sector, having held senior positions at a number of financial institutions. He has, for the past decade, served as Head of Compliance for Capital Mill OÜ, the commercial real estate investor and manager. Prior to this, Andrea held the position of Vice-President at Banque Profil de Gestion, the independent bank whose primary services are private and investment banking. Banque Profil de Gestion merged with One Swiss Bank SA in June 2021 and is listed on the SIX Swiss Exchange (SIX:ONE). His appointment to the Board as an independent non-executive director of the Company brings to the team a wealth of corporate governance, compliance and financial services experience. Andrea has a Master's in Accounting and Finance from the University of St. Gallen,
Andrea Nastaj is a member of the Company's Audit and Remuneration Committees.
PRINCIPLE 7
EVALUATE BOARD PERFORMANCE BASED ON CLEAR AND RELEVANT OBJECTIVES, SEEKING CONTINUOUS IMPROVEMENT
The Company conducts evaluation of the effectiveness of its Board and committees and that of the Executive and Non-executive Directors' performance in accordance with the QCA Code. The results of such reviews are used to determine whether any alterations are needed or whether any additional training would be beneficial. After considering different alternatives the Board made the decision to undertake the evaluations internally.
The fifth such formal evaluation for the year ended December 2022 took place in February 2023. The previous such evaluation had been for the year ended December 2021, which started in January 2022 and concluded in February 2022. Compared to the previous year, the responses to the various evaluation questionnaires showed similar and positive results.
The evaluations involved both a numeric and discursive self-assessment by each Board member in response to a questionnaire, on the role and functioning of the Board and its members and Committees. Responses were collated and fed back to the Board at its meeting held in March 2023.
In general, the responses found the Board, its members and Committees to be operating effectively. We provide further information below on the various evaluations that took place and their outcomes.
Board effectiveness
The Board effectiveness evaluation involved the completion of a detailed questionnaire by Board directors. The following items and their respective criteria were assessed as a measure of effectiveness at Board level, whereby all Board members were asked to provide a rating (on a scale of 1 - 5).
TMT's Board effectiveness questionnaire content had been updated in 2021 in light of the QCA's "Board Performance Review Guide" published by the QCA in 2021, and as detailed in TMT's 2021 Annual Report (Board effectiveness review). TMT therefore continued to make use of the same board effectiveness questionnaire to conduct its 2022 evaluation, with some minor updates.
The evaluation addressed the following items:
• Board composition - Evaluating the Board's right balance of skills, knowledge and experience to govern the Company effectively.
• Board engagement - How timely is the Board's engagement with its internal and external stakeholders
• Governance structure - Is the Board's Committee structure clear and providing members with assurance to discharge their duties effectively.
• Risk management - How well is the Board addressing the key business risks and adhering to internal controls.
• Board agenda and forward plan - Is the Board's meeting agenda and forward plan ensuring that members are focusing on the right areas at the right time.
• Director's self-assessment of awareness of current issues faced by the Company.
• Board reporting - How comprehensive, accurate, easy to understand, timely and appropriate is the information received by Board members.
• Board dynamics - How effectively do Board members operate as a team, striking the right balance between trust and challenge.
• Personal development - how well are development needs identified and satisfy requirements.
• Chair's leadership - How effective is the Chair as a leader of the Board.
• Performance evaluation - Are the Board members continually improving as a group and as individuals.
• Succession planning for Board members - How robust is succession planning.
The Board effectiveness evaluation concluded that the Board is confident that it is addressing the key issues facing the company at its stage of development, size, business and operating model needs, complexity and shareholder structure. The Board was also confident it is maintaining its competitive advantage and examining the creation of new advantages and strengths.
Audit Committee effectiveness
As part of the Audit Committee evaluation exercise, the two members of the Audit Committee completed a self-assessment questionnaire. Each member was asked to rate (on a scale of 1 - 5) the extent to which the Audit Committee is properly constituted, with regard to the knowledge, behaviours and processes relevant to the effective functioning of the Audit Committee. The evaluation concluded the committee was functioning effectively, taking into consideration as well the updated QCA Audit Committee Guide 2019.
Remuneration Committee effectiveness
As part of the Remuneration Committee evaluation, the two members of the Remuneration Committee completed a self-assessment questionnaire. Each member was asked to rate (on a scale of 1 - 5) the extent to which the Remuneration Committee is properly constituted, with regard to the knowledge, behaviours and processes relevant to the correct functioning of the Remuneration Committee. The evaluation concluded the committee was functioning effectively, taking into consideration as well the updated QCA Remuneration Committee Guide 2020.
Nomination Committee effectiveness
By way of evaluation of succession planning, all Board members were asked to respond to a questionnaire which reviewed succession planning, the processes by which the Company determines board and other senior appointments and the professional development of the Company's employees and management. The evaluation concluded that the processes in place for succession planning are adequate in view of the size and scope of operations of the Company.
The Nomination Committee works closely with the Board to identify the skills, experience, personal qualities and capabilities required for any next stages in the Company's development, linking the Company's strategy to future changes on the Board.
Disclosure Committee effectiveness
The Disclosure Committee conducted an annual review in 2022 of its procedures, performance, constitution and terms of reference, which concluded it was operating effectively.
Individual effectiveness
The individual effectiveness evaluation involved the completion of a detailed questionnaire. The following items and their respective criteria were assessed as a measure of effectiveness at the individual level, whereby all Board members were asked to provide a rating (on a scale of 1 - 5). The evaluation concluded that all Board members were operating effectively. The evaluation addressed the following items:
· Relationships with the Board of directors and major shareholders
· Knowledge of the Company's business as it continues to evolve
· Active engagement in robust discussions during and between board meetings
· Personal accountability for promoting the success of the Company
· An open and questioning approach to reviewing risk in the organisation
· Strategic planning, financial management, people management and relationships, and conduct of business
· Assessing the time commitment required from each director
· Development, training or mentoring needs of individual directors
The Board reviews on an ongoing basis the human resource needs of the Company and the expected availability of its directors, employees and consultants. The review seeks to identify any potential changes in the make-up of the Board and senior management, in order to allow sufficient planning to appoint a replacement or other suitable arrangements.
PRINCIPLE 8
PROMOTE A CORPORATE CULTURE THAT IS BASED ON ETHICAL VALUES AND BEHAVIOURS
The Board not only sets expectations for the business but works towards ensuring that strong values are set and carried out by the Directors across the business. The Board places significant importance on the promotion of ethical values and good behaviour within the Company and takes ultimate responsibility for ensuring that these are promoted and maintained throughout the organisation and that they guide the Company's business objectives and strategy. The Board ensures sound ethical practices and behaviours are deployed at Company board meetings.
The Company's corporate culture is based on the three values of transparency, innovation and continuous improvement. These three values support the Company's objectives, strategy and business model. These are explained in more detail in the Chairman's corporate governance statement, which reflects how the Company's corporate culture is consistent with the Company's objectives, strategy and business model.
The Board has very regular interaction with Company employees, thereby ensuring that ethical values and behaviours are recognised and respected. Given the size of the Company, the Board believes this is the most efficient way of ensuring that a good corporate culture is maintained, which the Board deems to be good and healthy.
The Company's approach to governance, and how that culture is consistent with both the Company's objectives and the creation of long-term stakeholder value, is set out in the Chairman's statement on corporate governance at the start of this document.
In 2021, TMT started formalising its ESG Policy under the guiding principles that it be relevant, realistic and accountable, and finalised it as published in its Interim Results 2022. Starting with 2022 and going forward, TMT will also be providing an annual update on ESG developments in TMT's portfolio.
The Company has been monitoring and following ESG issues before they reached the mainstream agenda. As such, TMT has made a number of investments since inception in ESG-focused companies that also meet TMT's investment objectives.
PRINCIPLE 9
MAINTAIN GOVERNANCE STRUCTURES AND PROCESSES THAT ARE FIT FOR PURPOSE AND SUPPORT GOOD DECISION-MAKING BY THE BOARD
Yuri Mostovoy, as Chairman, is responsible for leading an effective Board, fostering a good corporate governance culture and ensuring appropriate strategic focus and direction.
Alexander Selegenev, as Executive Director, has overall responsibility for managing the group's business and promoting, protecting and developing the investment business of the Company. Alexander also has active responsibility for the implementation of and adherence to the financial reporting procedures adopted by the Company and the Company's financial reporting obligations under the AIM Rules.
The Board's committees
The Board is assisted by various standing committees which report regularly to the Board. The Board has formally established Audit, Remuneration and Nomination Committees in accordance with the recommendations of the QCA Corporate Governance Code ("QCA Code") as well as a Disclosure Committee, which was established in 2021.
The membership of these committees is regularly reviewed by the Board. When considering committee membership and chairmanship, the Board aims to ensure that undue reliance is not placed on particular Directors. The terms of reference of the Audit Committee, Remuneration Committee and Nomination Committee provide that no one other than the particular committee chairman and members may attend a meeting unless invited to attend by the relevant committee.
Details of the committees of the Board are set out below.
Audit Committee
The Audit Committee should meet at least twice a year and currently comprises James Mullins and Andrea Nastaj being non-executive members of the Board, with James Mullins appointed as chairman. The Audit Committee reviews its terms of reference annually. The committee is responsible for the functions recommended by the QCA Code including:
· Review of the annual financial statements and interim reports prior to approval, focusing on changes in accounting policies and practices, major judgmental areas, significant audit adjustments, going concern and compliance with accounting standards, AIM and legal requirements;
· Receive and consider reports on internal financial controls, including reports from the auditors and report their findings to the Board;
· Consider the appointment of the auditors and their remuneration including the review and monitoring of independence and objectivity;
· Meet with the auditors to discuss the scope of their audit, issues arising from their work and any matters the auditors may wish to raise;
· Develop and implement policy on the engagement of the external auditor to supply non-audit services; and
· Review the Company's corporate review procedures and any statement on internal control prior to endorsement by the Board.
Remuneration Committee
The Remuneration Committee currently comprises James Mullins and Andrea Nastaj, with James Mullins appointed as chairman. The committee has the following key duties:
• Reviewing and recommending the emoluments, pension entitlements and other benefits of any Executive Directors and other senior executives; and
• Reviewing the operation of any share option schemes and/or bonus plans implemented by the Company and the granting of options and/or bonus awards under such schemes.
Nomination Committee
The Company has established a Nomination Committee, which considers the appointment of directors to the Company's Board and makes recommendations in this respect. The Nomination Committee currently comprises James Mullins and Alexander Selegenev, with James Mullins appointed as Chairman.
Disclosure Committee
The Company has established a Disclosure Committee, which considers matters relating to the management and disclosure of inside information by the Company. The Disclosure Committee currently comprises Alexander Selegenev, German Kaplun, Levan Kavtaradze and Andrey Konstantinov, with Alexander Selegenev appointed as Chairman. Andrey Konstantinov is the Company's Legal Counsel.
Matters reserved for the Board
The Board of Directors of the Company meets at least four times per year, or more often if required. The matters reserved for the attention of the Board include inter alia:
• The preparation and approval of the financial statements and interim reports, together with the approval of dividends, significant changes in accounting policies and other accounting issues;
• Board membership and powers, including the appointment and removal of Board members, and determining the terms of reference of the Board and establishing and maintaining the Company's overall control framework;
• Approval of major communications with shareholders, including any shareholder circulars and financial results required to be announced pursuant to the AIM Rules or the Market Abuse Regulation (save where such communications have been delegated to the Disclosure Committee of the Board in accordance with the terms of reference of the Disclosure Committee);
• Senior management and Board appointments and remuneration, contracts, approval of bonus plans, and grant of share options;
• Financial matters including the approval of the budget and financial plans, and changes to the Company's capital structure, business strategy and investing policy (subject to shareholder approval); and
• Other matters including regulatory and legal compliance.
Share dealings
The Company has adopted a share dealing code and all Company directors, officers and employees receive annual training on the share dealing code and insider dealing requirements (including, without limitation, the provisions of MAR). The share dealing code was updated in 2021 and approved at the Board of Directors meeting held in March 2022. Jersey law contains no statutory pre-emption rights on the allotment and issue by the Company of equity securities (being shares in the Company, or rights to subscribe for, or to convert securities into, such shares). However, the Company's articles of association contain certain provisions as to Directors' authority to issue equity securities and pre-emption rights on issues of equity securities by the Company, further details of which are set out in paragraphs 8 and 9 of Part 3 of the Company's AIM Admission Document which can be found on the Company's website.
Conflicts of interest policy
The Company's directors, officers and employees ("Applicable Persons") may not: (a) appropriate for their benefit, or for the benefit of any family member or any other third person, any business opportunity that comes to their knowledge and that may directly or indirectly relate to, compete or lead to competition with, or might be of benefit to, the Company's business or (b) divert or redirect any business opportunities away from the Company.
It is an Applicable Person's responsibility to disclose any transaction or relationship that could reasonably be expected to give rise to a conflict of interest with the Company to the Initial Investment Committee, which shall be responsible for determining whether such transaction or relationship constitutes a conflict of interest.
From time to time, Applicable Persons may want to personally invest in certain opportunities that may fall within the Company's Investing Policy or may otherwise conflict with the Company's interests. In order to avoid conflicts of interest and ensure such Applicable Persons' continuing focus on their TMT-related duties, the Company has adopted a Conflict of Interest Policy.
As the Company grows, the directors will ensure that the governance framework remains in place to support the development of the business.
PRINCIPLE 10
COMMUNICATE HOW THE COMPANY IS GOVERNED AND IS PERFORMING BY MAINTAINING A DIALOGUE WITH SHAREHOLDERS AND OTHER RELEVANT STAKEHOLDERS
The Company communicates with shareholders through the annual report and accounts, regulatory announcements, the annual general meeting and one-to-one meetings with large existing shareholders or potential investors. A range of corporate information (including all Company announcements and presentations) is also available on the Company's website. In addition, the Company seeks to maintain dialogue with shareholders through the organisation of shareholder events, and employee stakeholders are regularly updated on the development of the Company and its performance.
Audit Committee report
The Company has established an audit committee, which comprises James Mullins (Chairman) and Andrea Nastaj. The audit committee's main functions include, inter alia, reviewing and monitoring internal financial control systems and risk management systems on which the Company is reliant, considering annual and interim accounts and audit reports, making recommendations to the Board in relation to the appointment and remuneration of the Company's auditors and monitoring and reviewing annually their independence, objectivity, effectiveness and qualifications.
The Audit Committee met formally once in March 2022 to approve the 2021 Annual Report & Accounts. The aforementioned Audit Committee meeting was attended by James Mullin (Chairman) and Petr Lanin (Non-executive director and Audit Committee member at the time).
Remuneration committee report
The Company has established a remuneration committee, which comprises James Mullins (Chairman) and Andrea Nastaj. The remuneration committee met once in April 2022 to discuss and approve the allocation of the 2021 bonus pool. The aforementioned Remuneration Committee meeting was attended by James Mullin (Chairman) and Petr Lanin (Non-executive director and Remuneration Committee member at the time).
Nomination committee report
The Company has established a nomination committee, which comprises James Mullins (Chairman) and Alexander Selegenev. The nomination committee met once in May 2022 to discuss and approve the appointment of Andrea Nastaj as Non-executive director.
The Company seeks to publicly disclose the outcomes of all shareholder votes in a clear and transparent manner, although voting decisions (including votes withheld or abstentions) are not posted on the Company's website or contained in the announcement released via RNS. The outcomes of all shareholder votes are publicly notified to the market via RNS and are available for review in the Company's regulatory announcements section of its AIM Rule 26 website.
If a significant proportion of independent votes were to be cast against a resolution at any general meeting, the Board's policy would be to engage with the shareholders concerned in order to understand the reasons behind the voting results. Following this process, the Board would make an appropriate public statement regarding any different action it has taken, or will take, as a result of the vote.
The Company's financial reports for the last five years can be found on the Investor Relations sections of the TMT Investments Plc website www.tmtinvestments.com
Notices of General Meetings of the Company for the last five years can be found on the Investor Relations sections of the TMT Investments Plc website www.tmtinvestments.com
All of the Company's RNS announcements, including those confirming voting results, can be found on the Investor Relations sections of the TMT Investments Plc website www.tmtinvestments.com
ESG POLICY
Introduction
As with most business sectors, technology has the capacity to make the world a better place. Given the high pace of technology innovation we are witnessing, TMT believes this capacity is intensified in the case of technology. However, technological innovation for its own sake is meaningless unless it results in tangible benefits in terms of productivity, improved user experience, higher efficiency, positive impact in its chosen sectors, improved profitability or other desired objectives.
ESG evaluation can be carried out in a number of different ways. Among other factors, its effectiveness will depend on the questions being addressed, the principles being applied and the quality of data available. Indeed, at times the prioritising of some principles can have a negative impact on others, given the asymmetric nature of benefits that can sometimes arise. An example is when alleviation of poverty in the short term comes at a higher environmental cost.
The social and economic fallout from the COVID-19 pandemic served to put the ESG agenda into sharper relief and has accelerated the intensity of focus. As an investing company, TMT has been monitoring ESG issues and taking them into account before they began to enter the mainstream investment agenda. TMT started to formalise its approach to ESG in its initial ESG Policy announced in its 2021 Annual Report.
TMT holds minority positions in its portfolio companies and therefore can exert influence on ESG matters in two main ways: first, by screening investments for exclusion from investment and second, by engaging in constructive dialogue with portfolio companies and monitoring progress. The Company's ESG policy reflects this approach.
TMT itself, as an investing company with limited internal resources, has little impact on the environment. The Company's team is mindful of reducing its travel, paper consumption, energy costs and other environmental impact wherever possible. TMT has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code for Small & Mid-Sized Companies, which already covers a number of well-established ESG items.
TMT's ESG policy is outlined below.
TMT's 3 guiding ESG principles for portfolio companies: relevant, realistic and accountable
TMT's three ESG principles guide and inform potential portfolio companies of the Company's approach to ESG and are at the core of what good ESG looks like. They are specific and challenging, whilst allowing portfolio companies to engage with them both at an earlier stage of development and as they grow in size.
Relevant
· Is the investee addressing ESG where it can make the greatest impact in terms of its business model?
· Has the investee undertaken an ESG materiality assessment and, if so, how has this informed its ESG framework?
· Have ESG red flags, as well as opportunities, been identified?
Realistic
· Is the investee developing an ESG roadmap as part of its business plan?
· Are the investee's ESG objectives achievable and proportionate in view of its current resources?
· What resources does the investee need to consider in order to progress its ESG roadmap?
Accountable
· How is the investee evaluating its ESG activities and engagement?
· Is the investee conducting ESG benchmarking against its peers?
· Does the investee review its ESG metrics and reporting process in view of latest ESG, scientific and technological developments?
TMT's approach
TMT's ESG policy is based on a 3-step approach:
Step 1: Filter out by Exclusion list
TMT's exclusion list sets out the sectors, businesses and activities in which the Company will not invest due to having as their objective, or direct impact on, any of the following:
1. Slavery, human trafficking, forced or compulsory labour, or unlawful / harmful child labour.
2. Production or sale of illegal or banned products, or involvement in illegal activities.
3. Activities that compromise endangered or protected wildlife.
4. Production or sale of hazardous chemicals, pesticides and waste.
5. Manufacture, distribution or sale of arms or ammunitions.
6. Manufacture of, or trade in, tobacco or drugs.
7. Manufacture or sale of pornography.
8. Trade in human body parts or organs.
9. Animal testing other than for the satisfaction of medical regulatory requirements.
10. Production or other trade related to unbonded asbestos fibres.
Step 2: Assess level of ESG Engagement
Step 2 focuses on assessing how the proposed portfolio company incorporates ESG in its business model and company culture.
In its investment selection process, TMT examines how each potential investee company is addressing and incorporating ESG issues based on TMT's principles of being relevant, realistic and accountable, feeding the results into a presentation to TMT's Initial Investment Committee and the Formal Investment Committee. If necessary, remedial actions or areas for improvement are agreed with the investee company. For follow-on investments, TMT requires a formal update from the investee highlighting any divergence from TMT's initial assessment.
Step 3: Engagement with portfolio companies on ESG
ESG by its very nature is a journey, which needs to adapt to changing environmental, social and governance dynamics, in view of latest developments. Two-way dialogue and engagement with portfolio companies is an essential part of this journey, in which both parties are sharing and learning. TMT therefore includes ESG topics as part of its continuous engagement with portfolio companies.
ESG developments in TMT's portfolio
As the understanding and application of ESG evolves over time, an increasing number of companies globally are focusing or seeking to incorporate ESG frameworks within their business models. TMT recognizes that a sound application of ESG objectives can help companies create a distinct offering that meets evolving customer requirements and makes for a stronger business model.
TMT therefore takes into account an investee's approach to ESG when reviewing investment opportunities alongside TMT's main investment criteria, the latter being as follows:
· Competent and motivated management founders - managing high growth companies requires a rare combination of skills
· High growth potential - companies with a product or service that can be scaled up globally
· Growth stage - companies that are already generating revenues (TMT's typical minimum revenue threshold is
· Series A / Pre-Series - A stage TMT's typical investment range:
· Viable exit opportunities - assessing potential exit scenarios from the start
We classify TMTs' portfolio companies according to their intensity of focus on ESG as part of their business model. To do this we review their stated level of engagement with the United Nations Social & Development Goal (UN SDGs).
ESG-focused: Companies whose business objectives focus on one or more of the UN SDGs
ESG-partial: Companies that address one or more of the UN SDGs in the way they conduct their business
Non-ESG: Companies that do not focus or explicitly address one or more of the UN SDGs in the way they conduct their business
ESG-focused companies in TMT's portfolio
At present, there are seven companies in TMT's portfolio whose business objectives focus on one or more of the UN SDGs. During 2022 all of them made good progress in developing their business models and revenues. This gives us confidence that their ESG focus is leading to a distinct offering that meets market demand and strengthens their business model.
Timbeter, a SaaS solution for quick and accurate timber measurement and data management, which is making the forestry industry more sustainable, profitable and efficient (www.timbeter.com); SDG 13 & 15
eAgronom, which provides a unique combination of services to grain farmers: carbon programmes, an AI-powered consulting service and farm management software enabling farmers to build sustainable businesses and preserve nature (www.eagronom.com); SDG 13 & 15
Mobilo, an eco-friendly solution allowing users to digitally share contact details instead of using paper/plastic business cards and turn meetings into leads (www.mobilocard.com); SDG 12 & 13
FemTechLab,
Go-x, US-based electric scooter hiring company (https://goxapp.com); SDG 11 & 13
Laundryheap, a professional laundry and dry cleaning company (https://www.laundryheap.co.uk); SDG 12 & 13
3S Money Club, an international payments service (https://3s.money); SDG 8 & 10
ESG-partial companies in TMT's portfolio
At present, there are eight companies in TMT's portfolio that address one or more of the UN SDGs in the way they conduct their business. These are VertoFX, 3D Look, Bolt, Feel, Metrospeedy, Moeco, Muncher and My Device Inc., trading as Whizz.
We continue to monitor developments in ESG initiatives among TMT's portfolio companies in order to better evaluate their ongoing contribution to investees' overall business models.
DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2022
The Directors present their report and audited financial statements of the Company for the year ended 31 December 2022.
Principal activity and review of the business
TMT Investments Plc ("TMT" or the "Company") was incorporated under the laws of Jersey. The Company has been established for the purpose of making investments in the TMT sector where the Directors believe there is a potential for growth and the creation of shareholder value. The Company primarily targets companies operating in markets that the Directors believe have strong growth potential and having the potential to become multinational businesses. The Company can invest in any region of the world.
Results and dividends
The loss for the year amounted to
Further information on the Company's results and financial position is included in the financial statements.
The board has decided that it will not recommend a final dividend (2021: nil).
Company listing
TMT is traded on the AIM market ("AIM") of the London Stock Exchange. The Company's ticker is TMT. Information required by AIM Rule 26 is available in the 'Investor Relations' section of the Company's website at www.tmtinvestments.com.
Board meetings
There were 6 Board meetings held in 2022. One meeting of the Audit Committee, one meeting of the Remuneration Committee and one meeting of the Nomination Committee were held in 2022. The number of meetings attended by the Directors is set out below.
|
|
Board |
Audit Committee |
Remuneration Committee |
Nomination Committee |
|
Director |
meetings |
meetings |
meetings |
meetings |
|
Yuri Mostovoy |
6 |
- |
- |
|
|
Alexander Selegenev |
5 |
- |
- |
1 |
|
Petr Lanin |
1 |
1 |
1 |
|
|
Andrea Nastaj |
3 |
|
|
|
|
James Mullins |
6 |
1 |
1 |
1 |
|
Total meetings |
6 |
1 |
1 |
1 |
Changes in share capital
The Company has one class of ordinary share that carries no right to fixed income, and each share carries the right to one vote at general meetings of the Company. As at 31 December 2022 and the date of this report, the Company's issued share capital consisted of 31,451,538 ordinary shares of no par value each in the Company.
Substantial shareholdings
The Directors are aware of the following shareholdings of 3% or more of the issued share capital of the Company as of 27 March 2023.
|
Shareholders |
Number of ordinary shares |
% of issued ordinary share capital |
|
Macmillan Trading Company Limited |
7,076,058 |
22.50% |
|
Wissey Trade & Invest Ltd |
5,000,000 |
15.90% |
|
Ramify Consulting Corp |
4,728,576 |
15.03% |
|
Zaur Ganiev |
2,443,810 |
7.77% |
|
Canaccord Genuity Group Inc |
2,154,939 |
6.85% |
|
Merit Systems Inc. |
2,054,865 |
6.53% |
|
Menostar Holdings Limited |
1,734,458 |
5.51% |
|
Eclectic Capital Limited |
1,355,806 |
4.31% |
|
Others |
4,903,026 |
15.59% |
|
Total |
31,451,538 |
100.00% |
Concert Party
A concert party, as defined in the City Code on Takeovers and Mergers (the "Code"), currently exists, consisting of the following shareholders:
|
Shareholder (legal holder) |
Beneficial holder (if different to legal holder) |
No. of Ordinary Shares |
% of issued share capital |
|
Macmillan Trading Company Limited ("Macmillan") |
Alexander Morgulchik 45.05%, German Kaplun 37.17%, Artemii Iniutin 17.78% |
7,076,058 |
22.50% |
|
Wissey Trade & Invest Ltd ("Wissey") |
Andrey Kareev |
5,000,000 |
15.90% |
|
Ramify Consulting Corp. ("Ramify") |
German Kaplun |
4,728,576 |
15.03% |
|
Merit Systems Inc. |
Artemii Iniutin |
2,054,865 |
6.53% |
|
Eclectic Capital Limited ("Eclectic") |
Nika Kirpichenko |
1,355,806 |
4.31% |
|
Menostar Holdings Limited ("Menostar") |
Dmitry Kirpichenko |
1,734,458 |
5.51% |
|
Natalia Inyutina (Adult daughter of Artemii Iniutin) |
727,156 |
2.31% |
|
|
Artemii Iniutin |
|
380,877 |
1.21% |
|
Vlada Kaplun (Adult Daughter of German Kaplun) |
363,578 |
1.16% |
|
|
Marina Kedrova (Adult Daughter of German Kaplun) |
363,578 |
1.16% |
|
|
German Kaplun |
|
138,938 |
0.44% |
|
Alexander Morgulchik |
|
138,938 |
0.44% |
|
Total |
|
24,062,828 |
76.51% |
Since September 2013, when the Company became subject to the Code, the concert party has been interested in, in aggregate, more than 50% of the Company's issued share capital at all times.
The total direct and indirect interest in TMT by the concert party's beneficial holders are as follows:
|
Beneficial holder |
No. of Ordinary Shares |
% of issued share capital |
|
German Kaplun |
7,497,458 |
23.84% |
|
Andrey Kareev |
5,000,000 |
15.90% |
|
Artemii Iniutin |
3,694,092 |
11.75% |
|
Alexander Morgulchik |
3,326,702 |
10.58% |
|
Nika Kirpichenko |
1,355,806 |
4.31% |
|
Dmitry Kirpichenko |
1,734,458 |
5.51% |
|
Natalia Inyutina |
727,156 |
2.31% |
|
Vlada Kaplun |
363,578 |
1.16% |
|
Marina Kedrova |
363,578 |
1.16% |
|
Total |
24,062,828 |
76.51% |
NOTES:
The majority of the ordinary shares held by Eclectic were previously held by Menostar, who invested in the Company at the time of its Admission. The beneficial owner of Eclectic is Nika Kirpichenko who is the wife of Dmitry Kirpichenko, the beneficial owner of Menostar. Wissey and Menostar both invested in the Company on its Admission and, along with Eclectic, have invested in and/or been otherwise involved with other business ventures associated with the two founders of the Company Alexander Morgulchik and German Kaplun.
The Company will update this disclosure in future annual financial reports and, if relevant, via RNS announcements.
Directors
During the financial year the following Directors held office:
Yuri Mostovoy Non-executive Chairman
Alexander Selegenev Executive Director
James Joseph Mullins Independent Non-Executive Director
Petr Lanin Independent Non-Executive Director (resigned on 23 May 2022)
Andrea Nastaj Independent Non-Executive Director (appointed on 23 May 2022)
The Directors' fees for 2022 and 2021 were as follows:
|
Director |
|
|
2022 |
2021 |
|
Yuri Mostovoy |
|
|
|
|
|
Alexander Selegenev |
|
|
|
|
|
James Joseph Mullins |
|
|
US$27,081 |
|
|
Petr Lanin |
|
|
US$9,347 |
US$11,000 |
|
Andrea Nastaj |
|
|
US$10,738 |
- |
Subsequent events post the period end
In January and March 2023, TMT received a total additional
In February 2023, TMT invested an additional
In February 2023, TMT invested an additional
In February 2023, TMT received
In March 2023, Silicon Valley Bank ("SVB"), a key banking partner of TMT and many of its investee companies, experienced liquidity issues. As a result of the various measures implemented by the USA's Federal Deposit Insurance Corporation and Federal Reserve, the Company expects to retain access to all its funds held at SVB and that therefore the developments regarding SVB are not expected to have any material impact on the financial position of TMT or any of its portfolio companies.
Statement of Directors' responsibilities in respect of the annual report and the financial statements
The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and UK-adopted International Financial Reporting Standards ("IFRSs").
The Companies (Jersey) Law 1991 (as amended) ("Companies Law") requires the Directors to prepare financial statements for each financial year. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that its financial statements comply with the Companies Law. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.
The Directors are responsible for the preparation of the Directors' report and corporate governance statement. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss for that period. In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and accounting estimates that are reasonable and prudent;
· state whether applicable UK-adopted IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
Directors' responsibility statement
Each of the Directors, whose names are listed in the Directors section above confirm that, to the best of each person's knowledge and belief:
· the financial statements, prepared in accordance with UK-adopted IFRSs, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and
· the Directors' report contained in the annual report includes a true and fair review of the development and performance of the business and the position of the Company.
Going concern
The Directors confirm that, after giving due consideration to the financial position and expected cash flows of the Company; they have a reasonable expectation that the Company will have adequate cash resources to continue in operational existence for the foreseeable future, and for at least one year from the date of approval of these financial statements and they have therefore adopted the going concern basis in preparing the financial statements.
Auditors
Each of the persons who is a Director at the date of approval of this annual report confirms that:
· so far as the Directors are aware, there is no relevant audit information of which the Company's auditors are unaware; and
· the Directors have taken steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
On behalf of the Board of Directors
Alexander Selegenev
Executive Director
27 March 2023
INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF TMT INVESTMENTS PLC FOR THE YEAR ENDED 31 DECEMBER 2022
Opinion
We have audited the financial statements of TMT Investments PLC (the 'Company') for the year ended 31 December 2022 which comprise the statement of comprehensive income, statement of financial position, statement of cash flows, statement of changes in equity, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation of the financial statements is UK adopted international accounting standards, as applied in accordance with the provisions of the Companies (Jersey) Law 1991.
In our opinion, the financial statements:
· give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of the Company's loss for the year then ended; and
· have been properly prepared in accordance with UK adopted international accounting standards; and
· have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included:
· Analysing the financial performance and financial strength of the business based on recently audited annual results; and
· Assessment of the liquidity of the business, including analysis of the quantum of investments that are readily realisable for cash; and
· Evaluating the on-going liabilities profile of the business not including performance-based expenses such as bonus fees; and
· Analysis of the share price over the past 12 months to ensure there have been no significant movements that suggest the Company's reputation in the marketplace presents a material threat to going concern; and
· Review of events and transactions subsequent to the balance sheet date that present a material threat to going concern.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows:
|
|
2022 |
2021 (based on 2022 approach) |
|
Materiality |
|
|
|
Basis for determining materiality |
2% of net assets |
2% of net assets |
|
Rationale for benchmark applied |
The Company's principal activity of that of venture capital investment, as such business performance is driven by the underlying value of investment assets held by the Company. |
The Company's principal activity of that of venture capital investment, as such business performance is driven by the underlying value of investment assets held by the Company. |
|
Performance materiality |
|
|
|
Basis for determining performance materiality |
70% of materiality |
70% of materiality |
|
Rationale for benchmark applied |
Given the judgemental nature of the valuation of investments as well as the Company's AIM-listed status a performance materiality has been applied reflecting that this is a higher risk engagement. |
Given the judgemental nature of the valuation of investments as well as the Company's AIM-listed status a performance materiality has been applied reflecting that this is a higher risk engagement. |
We reported all audit differences found in excess of our triviality threshold of
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account an understanding of the structure of the Company, its activities, the accounting processes and controls, and the industry in which it operates. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement.
The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and the management of specific risk.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identify during the audit.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit.
|
Valuation of investments |
|
|
Significance and nature of key risk The Company's investment strategy targets early stage/start-up businesses. To this end valuations of individual investments can be highly subjective, especially in the case of valuations linked to earnings-based multiples.
Given the inherent uncertainty as well as the highly material nature of the balance in the statement of financial position this is considered to be a key risk area.
Furthermore, as investments are carried at fair value through the profit or loss in the financial statements investment gains and losses in the year also drive underlying business performance.
The Company's investments accounting policy is outlined in note 2.6 of these financial statements. |
How our audit addressed the key risk We reviewed the investments portfolio and selected a sample of individual investments to review in detail. The selection basis for these investments was based on their relative value in the statement of financial position as well as investments that applied valuation methodologies that involved increased inherent uncertainty. This sample covered 96% of the total stated investments in the financial statements.
We confirmed the ownership percentage of each investment to appropriate signed documentation. Where investments are valued based on cost we have also vouched the initial cost of purchase to these documents as well.
For equity-based valuations we have obtained the source documentation determining the fair value per share and assessed this for reasonableness of assumptions made.
For earnings-based multiples we have obtained the valuation calculations and considered reasonableness of assumptions made, including the multiple applied.
For listed market investments we have independently recalculated the value of the Company's shareholding based on the market price as at 31 December 2022.
In the case of all investments we considered potential impairment indicators that might suggest a material overstatement of the investment value.
With respect to valuation methodologies subject to increased estimation uncertainty our specialist valuations team considered the reasonableness of the assumptions used.
|
|
Key observations communicated to the Audit Committee While there is inherent uncertainty in the valuation of many of the Company's investments, due to the very nature of the companies invested in, we have no material concerns over the appropriateness of the valuation methodologies applied, including individual assumptions made, with respect to investments reviewed as part of the statutory audit. |
|
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
· proper accounting records have not been kept by the company, or proper returns adequate for our audit have not been received from branches not visited by us; or
· the financial statements are not in agreement with the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are not made; or
· we have not received all the information and explanations we require for our audit.
Responsibilities of directors
The directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Capability of the audit in detecting irregularities, including fraud
Based on our understanding of the company and industry, and through discussion with the directors and other management (as required by auditing standards), we identified that the principal risks of non-compliance with laws and regulations related to anti-bribery. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies (Jersey) Law 1991. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to management bias in accounting estimates and judgemental areas of the financial statements such as the valuation of investments. Audit procedures performed by the engagement team included:
· Discussions with management and assessment of known or suspected instances of non-compliance with laws and regulations and fraud, and review of the reports made by management; and
· Assessment of identified fraud risk factors; and
· Identifying and assessing the design effectiveness of controls that management has in place to prevent and detect fraud; and
· Review of the integrity of banking records; and
· Challenging assumptions and judgements made by management in its significant accounting estimates; and
· Performing analytical procedures to identify any unusual or unexpected relationships, including related party transactions, that may indicate risks of material misstatement due to fraud; and
· Confirmation of related parties with management, and review of transactions throughout the period to identify any previously undisclosed transactions with related parties outside the normal course of business; and
· Reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with relevant tax and regulatory authorities; and
· Review of the valuation methodology and associated assumptions for investments held; and
· Review of significant and unusual transactions and evaluation of the underlying financial rationale supporting the transactions; and
· Use of data analytics in identifying and testing journal entries, in particular any manual entries made at the year end for financial statement preparation.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
· Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
· Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Use of our Report
This report is made solely to the company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Anne Dwyer BSc(Hons) FCA (Senior Statutory Auditor)
For and on behalf of
Kreston Reeves LLP
Chartered Accountants
Statutory Auditor
London
Date:
FINANCIAL STATEMENTS
Statement of Comprehensive Income
|
|
|
For the year ended 31/12/2022 |
|
For the year ended 31/12/2021 |
|
|
|
Notes |
USD |
|
USD |
|
|
(Losses)/Gains on investments |
3 |
(79,864,874) |
|
98,741,409 |
|
|
Dividend income |
|
105,844 |
|
48,333 |
|
|
Total investment (loss)/income |
|
(79,759,030) |
|
98,789,742 |
|
|
Expenses |
|
|
|
|
|
|
Bonus scheme payment charge |
6 |
- |
|
(9,676,043) |
|
|
Underpaid previous years' bonuses |
6 |
- |
|
(372,556) |
|
|
Administrative expenses |
5 |
(1,443,395) |
|
(1,924,650) |
|
|
Operating (Loss)/Gain |
|
(81,202,425) |
|
86,816,493 |
|
|
Net finance income |
7 |
9,729 |
|
- |
|
|
Currency exchange loss |
|
(201,137) |
|
(104,678) |
|
|
(Loss)/Gain before taxation |
|
(81,393,833) |
|
86,711,815 |
|
|
Taxation |
8 |
- |
|
- |
|
|
(Loss)/Gain attributable to equity shareholders |
|
(81,393,833) |
|
86,711,815 |
|
|
Total comprehensive (loss)/income for the year |
|
(81,393,833) |
|
86,711,815 |
|
|
|
|
|
|
|
|
|
(Loss)/Gain per share |
|
|
|
|
|
|
Basic and diluted (loss)/gain per share (cents per share) |
9 |
(258.78) |
|
291.58 |
|
Statement of Financial Position
|
|
|
At 31 December 2022 |
|
At 31 December 2021 |
||
|
|
Notes |
USD |
|
USD |
||
|
Non-current assets |
|
|
|
|
||
|
Financial assets at FVPL |
10 |
195,260,535 |
|
265,454,136 |
||
|
Total non-current assets |
|
195,260,535 |
|
265,454,136 |
||
|
|
|
|
|
|
||
|
Current assets |
|
|
|
|
||
|
Trade and other receivables |
11 |
1,382,811 |
|
2,050,649 |
||
|
Cash and cash equivalents |
12 |
10,102,683 |
|
25,527,801 |
||
|
Total current assets |
|
11,485,494 |
|
27,578,450 |
||
|
Total assets |
|
206,746,029 |
|
293,032,586 |
||
|
|
|
|
|
|
||
|
Current liabilities |
|
|
|
|
||
|
Trade and other payables |
13 |
5,012,099 |
|
9,904,823 |
||
|
Total current liabilities |
|
5,012,099 |
|
9,904,823 |
||
|
Total liabilities |
|
5,012,099 |
|
9,904,823 |
||
|
|
|
|
|
|
||
|
Net assets |
|
201,733,930 |
|
283,127,763 |
||
|
|
|
|
|
|
||
|
Equity |
|
|
|
|
||
|
Share capital |
14 |
53,283,415 |
|
53,283,415 |
||
|
Retained profit |
|
148,450,515 |
|
229,844,348 |
||
|
Total equity |
|
201,733,930 |
|
283,127,763 |
||
Statement of Cash Flows
|
|
|
For the year ended 31/12/2022 |
For the year ended 31/12/2021 |
|
|
|
Notes |
USD |
USD |
|
|
Operating activities |
|
|
|
|
|
Operating (loss)/gain |
|
(81,202,425) |
86,816,493 |
|
|
Adjustments for non-cash items: |
|
|
|
|
|
Changes in fair value of financial assets at FVPL |
3 |
79,638,928 |
(98,600,052) |
|
|
Currency exchange loss |
|
(201,137) |
(104,678) |
|
|
Impairment of receivables |
|
249,060 |
- |
|
|
|
|
(1,515,574) |
(11,888,237) |
|
|
Changes in working capital: |
|
|
|
|
|
Decrease/(Increase) in trade and other receivables |
11 |
418,778 |
(1,562,811) |
|
|
(Decrease)/Increase in trade and other payables |
13 |
(4,892,724) |
7,275,871 |
|
|
Net cash used in operating activities |
|
(5,989,520) |
(6,175,177) |
|
|
Investing activities |
|
|
|
|
|
Purchase of financial assets at FVPL |
10 |
(9,608,593) |
(40,540,924) |
|
|
Proceeds from sale/disposal of financial assets at FVPL |
10 |
163,266 |
18,489,994 |
|
|
Interest received |
7 |
9,729 |
- |
|
|
Net cash used in investing activities |
|
(9,435,598) |
(22,050,930) |
|
|
Financing activities |
|
|
|
|
|
Proceeds from issue of shares |
|
- |
14,749,620 |
|
|
Net cash generated from financing activities |
|
- |
14,749,620 |
|
|
Decrease in cash and cash equivalents |
|
(15,425,118) |
(13,476,487) |
|
|
Cash and cash equivalents at the beginning of the year |
|
25,527,801 |
39,004,288 |
|
|
Cash and cash equivalents at the end of the year |
12 |
10,102,683 |
25,527,801 |
|
Statement of Changes in Equity
For the year ended 31 December 2021 and for the year ended 31 December 2022, USD
|
|
Share capital |
|
Retained profit |
|
Total |
|
|
|
Note |
USD |
|
USD |
|
USD |
|
Balance at 31 December 2020 |
|
34,790,174 |
|
143,132,533 |
|
177,922,707 |
|
Gain for the year |
|
- |
|
86,711,815 |
|
86,711,815
|
|
Total comprehensive income for the year |
|
- |
|
86,711,815 |
|
86,711,815
|
|
Issue of shares |
|
18,493,241 |
|
- |
|
18,493,241 |
|
Balance at 31 December 2021 |
|
53,283,415 |
|
229,844,348 |
|
283,127,763 |
|
Loss for the year |
|
- |
|
(81,393,833) |
|
(81,393,833)
|
|
Total comprehensive loss for the year |
|
- |
|
(81,393,833) |
|
(81,393,833)
|
|
Balance at 31 December 2022 |
|
53,283,415 |
|
148,450,515 |
|
201,733,390 |
The financial statements were approved by the Board of Directors on 27 March 2023 and were signed on its behalf by:
Alexander Selegenev
Executive Director
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022
Company information
TMT Investments Plc ("TMT" or the "Company") is a company incorporated in Jersey with its registered office at 13 Castle Street, St Helier, Jersey, JE1 1ES, Channel Islands.
The Company was incorporated and registered on 30 September 2010 in Jersey under the Companies (Jersey) Law 1991 (as amended) with registration number 106628 under the name TMT Investments Limited. The Company obtained consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1985 on 30 September 2010. On 1 December 2010 the Company re-registered as a public company and changed its name to TMT Investments Plc. The Company's ordinary shares were admitted to trading on the AIM market of the London Stock Exchange on 10 December 2010.
The memorandum and articles of association of the Company do not restrict its activities and therefore it has unlimited legal capacity. The Company's ability to implement its Investment Policy and achieve its desired returns will be limited by its ability to identify and acquire suitable investments. Suitable investment opportunities may not always be readily available.
The Company seeks to make investments in any region of the world. The Company invests in high-growth technology companies globally across a number of core specialist sectors. The Company's objective is to generate an attractive rate of return for shareholders, predominantly through capital appreciation.
Financial statements of the Company are prepared by and approved by the Directors in accordance with International Financial Reporting Standards, UK-adopted International Accounting Standards and their interpretations issued or adopted by the International Accounting Standards Board ("IFRSs"). The Company's accounting reference date is 31 December.
2. Summary of significant accounting policies
2.1 Basis of presentation
The principal accounting policies applied by the Company in the preparation of these financial statements are set out below and have been applied consistently.
The financial statements have been prepared on a going concern basis, under the historical cost basis as modified by the fair value of financial assets at FVPL, as explained in the accounting policies below, and in accordance with IFRS. Historical cost is generally based on the fair value of the consideration given in exchange for assets.
On 15 September 2021, the Company established 100%-owned subsidiary TMT Investments II GP Limited. As the subsidiary was dormant at the year-end, consolidated accounts have not been prepared. We consider this entity to be highly immaterial to the Company's financial statements.
2.2 Going concern
The Directors confirm that, after giving due consideration to the financial position and expected cash flows of the Company and due to availability of highly liquid investments readily realisable for cash should this be needed; they have a reasonable expectation that the Company will have adequate cash resources to continue in operational existence for the foreseeable future, and for at least one year from the date of approval of these financial statements and they have therefore adopted the going concern basis in preparing the financial statements.
2.3 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker who is responsible for allocating resources and assessing performance of the operating segments and which has been identified as the Board that make strategic decisions. For the purposes of IFRS 8 'Operating Segments' the Company currently has one segment, being 'Investing in the TMT sector'.
Even though the Company only invests in the TMT sector, there are still geographical disclosures that need to be made to comply with IFRS 8 'Operating Segments'.
The Company analyses non-current financial assets according to the geographical location of the investment (see note 4).
2.4 Foreign currency translation
Functional and presentation currency
Items included in the financial statements of the Company are measured in United States Dollars ('US dollars', 'USD' or 'US