IBIS Media VCT 1 plc Annual Report & Financial Statements for the year ended 31 January 2016 Incorporated in England and Wales with registration number 5660269 Contents Financial Summary 1 Strategic Report Chairman’s Statement 2 Investment Adviser’s Review 4 Objectives and Key Policies 13 Reports from the Directors The Board, Investment Committee & Investment Adviser 15 Directors’ Report 16 Statement of Corporate Governance 18 Statement of Directors’ Responsibilities 21 Directors’ Remuneration Report 22 Report of the Independent Auditor 25 Financial Statements Income Statement 27 Balance Sheet 28 Statement of Changes in Equity 29 Cash Flow Statement 30 Notes to the Financial Statements 31 Information for Shareholders Notice of Annual General Meeting 40 Form of Proxy 43 Corporate Information 45 IBIS Media VCT 1 plc 1 Financial Summary Year ended 31 January 2016 2015 Net assets £3,836,419 £5,593,882 Net asset value per share 35.30p 51.47p Investment income £89,593 £104,854 Return on ordinary activities before tax - Revenue £(90,201) £4,551 - Capital £(1,667,262) £(617,771) - Total £(1,757,463) £(613,220) Return per share - Revenue (0.83)p 0.04p - Capital (15.34)p (5.73)p - Total (16.17)p (5.69)p Dividend per share declared in respect of the year - Revenue Nil Nil - Capital Nil Nil - Total Nil Nil Share price at end of year 21.0p 21.5p 2 IBIS Media VCT 1 plc Strategic Report Chairman’s Statement The aim of the Strategic Report is to provide shareholders with the ability to assess how the Directors have performed their duty to promote the success of the Company for shareholders’ collective benefit. This report has been prepared by the Directors in accordance with the requirements of Section 414 of the Companies Act 2006. Company Overview but are held at nil value until there is and the net asset value total return per The improved trading at Steel River more visibility on each company’s share decreased from 60.47p to Media, the holding company for prospects. 44.30p, a decrease of 16.17p per share Contagious, and Freshwater UK or 26.7%. reported at IBIS’ half-year continued in Financial Performance The net cash inflow during the year was the second half of 2015. However, £1,582 due to operating activities. despite an encouraging first six months The Board, in consideration of the Company’s performance and taking Over the same period, the FTSE All- of 2015, Get Me Media’s financial Share Media Index increased by 4.58%. position deteriorated rapidly in October account of the comparatively long-term nature of the Company’s investments, A graph comparing the Company’s and, despite discussions with various share price total return, the Company’s strategic investors and well-regarded pays particular attention to the net asset value total return per share net asset value total return per share individuals from the media industry, the and the total return from a notional company entered a creditors’ voluntary performance against the FTSE All- Share Media Index (which IBIS Private investment of 100p in the FTSE All- liquidation which concluded in January Share Media Index over the period from 2016. Regrettably, there are no Equity Partners LLP (the “Investment Adviser”) considers to be the most 5 April 2006 to 31 January 2016 is distributions available to creditors or presented on page 24. shareholders, including IBIS. As a appropriate broad equity market index result of the insolvency, IBIS has written for comparative purposes) and the total The total expense ratio, calculated as its investment off, resulting in a expense ratio. the year’s expenses (as disclosed in £1,161,831 decrease in the Company’s The net asset value total return per the profit and loss account) divided by net asset value over the 12 month share comprises the net asset value the average net asset value across the reporting period attributable to Get Me plus cumulative dividends paid per year, was 6.78% (2015: 3.43%). The Media. Further details of Get Me Media share. Net asset value is calculated at current year’s expenses include a short and IBIS’ investment in it are provided least quarterly with investments valued term loan of £75,000 and £86,893 of in the Investment Adviser’s Review. in accordance with the International interest which were written off when Get Private Equity and Venture Capital Me Media entered administration. If There is more encouraging news to these exceptional costs are excluded report on Contagious and Freshwater Valuation Guidelines. As at 31 January 2016, the Company’s net asset value from the calculation, the total expense UK. Both companies reported another ratio for the current year is 3.62%. full year of profitable and improving total return per share was 44.30p. trading results. Contagious has During the year under review, the Under the terms of the Investment received in-bound acquisition interest Company’s net assets decreased by Adviser agreement, the running costs from multiple parties and Freshwater £1,757,463. This decrease comprises of the Company (excluding the has increased its dividend payments to an unrealised capital loss of £500,155 Investment Adviser’s performance shareholders, with IBIS receiving an due to a decrease in the fair value of related incentive fee, irrecoverable VAT, interim dividend of £11,036 in May Ginx TV, a realised capital loss of trail commission and costs of any 2015, a final dividend increased by £1,074,938 due to the write off of the significant corporate activity) are 10% to £24,281 in January 2016 and a Company’s investment in Get Me restricted to a maximum of 3.5% of the further interim dividend increased by Media, a realised capital loss of average value of the Company’s net 50% to £16,555 announced since the £92,169 comprising investment adviser assets. Any excess will be paid by the Company’s year-end. Ginx TV fees allocated to capital and a revenue Investment Adviser. completed an equity fundraising in loss of £90,201 (which includes January 2016 and is in discussions with £86,893 of written off accrued loan Dividends a number of strategic investors to fund interest due from Get me Media). a rebranded channel dedicated to Therefore, the net asset value per share No dividend was paid for the year eSports (competitive video gaming). decreased from 51.47p to 35.30p, a ended 31 January 2015 and the Board Masher Technologies and Riva Digital decrease of 16.17p per share or 31.4%, proposes that the Company pays no Media remain within the IBIS portfolio dividend for the year ending 31 January IBIS Media VCT 1 plc 3 2016. The Board believes that at this Digital Media remain within the IBIS stage of the Company’s development portfolio but are both held at nil value the payment of future dividends should following write downs in prior years. be more directly linked to the proceeds Both companies will be held at nil value of realisations from the remaining until there is more visibility on each portfolio companies. This is likely to company’s prospects. lead to a future flow of dividends that is more irregular both with regards to timing and to size. Outlook We are pleased to report another year of profitable and improving trading at Investment Performance Contagious and Freshwater. It is No new or follow-on investments in IBIS encouraging to see in-bound portfolio companies were made during acquisition interest in Contagious, the year and no investments were although it is still too early to determine directly realised. The carrying value of the outcome of various discussions. the Company’s venture capital Freshwater is now a business with a investments decreased by £1,243,466, strong balance sheet and improving taking the fair value of the portfolio to outlook, with the prospect of increasing £3,938,872 as at 31 January 2016. dividends to shareholders. Ginx TV is in Despite profitable and improving discussions with a number of major trading results reported by Contagious strategic investors, a positive outcome and Freshwater, we held the valuation of which could materially improve the of our investments in both companies future prospects of the company. unchanged over the 12 month These three companies now represent reporting period. In order to support 100% of the Company’s current Ginx TV’s fundraising, we agreed to portfolio net asset value between them. convert our £637,500 loan note, The Board is grateful for the support of £191,250 redemption premium and the Company’s shareholders and £256,627 in accrued loan interest into would encourage them (or their the company’s ordinary shares, advisers) to contact the company conditional upon a successful equity secretary on 0131 243 7210 with any crowdfunding campaign in January questions they may have about either 2016. We reduced the carrying value of the Company or their shareholdings in our investment in Ginx TV by £500,155 it. The Investment Adviser also to reflect the price of the most recent maintains a website for the Company third party investment in the company. which may be accessed at As a result of Get Me Media entering a www.ibiscap.com. creditors’ voluntary liquidation in January 2016, IBIS has written off £999,938 in equity and long-term loans, £75,000 in short-term loans and £86,893 in accrued loan interest, resulting in a £1,161,831 decrease in Sir Robin Miller the Company’s net asset value over the Chairman 12 month reporting period attributable 31 May 2016 to the Company’s investment in Get Me Media.