Molten Ventures — High emphasis on capital preservation

Molten Ventures (AIM: GROW)

Currency in GBP

Last close As at 03/02/2023

GBP3.95

43.20 (12.28%)

Market capitalisation

GBP538m

Research: Financials

Molten Ventures — High emphasis on capital preservation

Molten Ventures reported a c 11% decline in NAV per share to 837p in H123 versus FY22, broadly in line with its trading update in early November. Its gross portfolio value was down 17% in constant currency, partially offset by a 5% positive foreign exchange impact from a stronger US dollar. While the enterprise values (EVs) of its portfolio holdings were marked down on average by c 35% (primarily in response to the softening valuations across public equities year-to-date), we note that the portfolio was more resilient than the broader IT market on the back of exposure to disruptive tech, including enterprise software. On top of that, the impact on Molten’s NAV was partially offset by 90% of its investments being structured as preference shares. The company invested £112m in H123 but plans a slower pace in H223 and targets £150m for FY23.

Milosz Papst

Written by

Milosz Papst

Director, Financials

Financials

Molten Ventures

High emphasis on capital preservation

H123 results

Listed venture capital

9 December 2022

Price

372p

Market cap

£569m

Net debt (£m) at 30 September 2022

61.5

Shares in issue

153.0m

Free float

93%

Code

GROW

Primary exchange

LSE

Secondary exchange

Euronext Dublin

Share price performance

Business description

Molten Ventures (formerly Draper Esprit) is a London-based venture capital firm that invests in the European technology sector. It has a portfolio of c 70 investee companies and includes a range of funds (seed, EIS and VCT) within the group, as well as its flagship balance sheet VC fund.

Next events

Preliminary full year results

Estimated April 2023

Analysts

Milosz Papst

+44 (0)20 3077 5720

Michal Mordel

+44 (0)20 3077 5720

Molten Ventures is a research client of Edison Investment Research Limited

Molten Ventures reported a c 11% decline in NAV per share to 837p in H123 versus FY22, broadly in line with its trading update in early November. Its gross portfolio value was down 17% in constant currency, partially offset by a 5% positive foreign exchange impact from a stronger US dollar. While the enterprise values (EVs) of its portfolio holdings were marked down on average by c 35% (primarily in response to the softening valuations across public equities year-to-date), we note that the portfolio was more resilient than the broader IT market on the back of exposure to disruptive tech, including enterprise software. On top of that, the impact on Molten’s NAV was partially offset by 90% of its investments being structured as preference shares. The company invested £112m in H123 but plans a slower pace in H223 and targets £150m for FY23.

Period end

Plc cash*
(£m)

Gross portfolio
value* (£m)

NAV
(£m)

NAV/share
(p)

Discount/premium
to NAV (%)**

03/21

160.7

983.8

1,033.1

743

9

09/21

156.2

1,350.2

1,357.4

887

12

03/22

78.1

1,531.5

1,433.8

937

(17)

09/22

28.5

1,448.9

1,279.9

837

(64)

Note: *Includes restricted cash but not funds held on behalf of EIS/VCT investors. **Calculated based on share price at respective period-end.

Why consider Molten Ventures now?

As a leading listed venture capitalist (VC) in Europe, Molten provides exposure to a carefully selected portfolio of high-growth European technology companies, with management expecting average top-line increases across its ‘Core’ portfolio of over 60% and 70% in 2022 and 2023, respectively. VC deal volumes and valuations are undoubtedly under pressure from macroeconomic headwinds, which have also influenced Molten’s recent returns. Still, we note that the impact of any further market downturn on Molten’s share price may be at least partially cushioned by (1) direct investments largely made through preference shares; (2) its shares trading at a 56% discount to last reported NAV, with 63% of its unlisted portfolio now valued at an average 27% discount to last funding round; and (3) a high portfolio weighting to enterprise software (42% at end-September 2022).

The analyst’s view

As exit activity across VC/private equity (PE) markets dried up, Molten realised £12.9m in H123 (vs £67.5m in H122), mostly from selling down part of its stake in the listed UiPath. We estimate that its pro-forma end-September 2022 liquidity (see details below) amounts to more than £108m. This fully covers its undrawn commitments within its fund-of-funds strategy (including Earlybird) of £80.7m at end-H123 (which are likely to be drawn gradually over several quarters/years). At the same time, its operating expenses net of fee income remain limited at below 1% of NAV. Having said that, Molten needs to secure liquidity for potential follow-on rounds to extend the cash runway of some of its existing holdings, even if management highlighted that over 75% of its ‘Core’ portfolio has more than 18 months of cash runway. Consequently, management intends to focus on preserving capital by reducing the near-term pace of new investments (£38m expected in H223) while continuing to seek disposal opportunities.

Portfolio marked down to reflect the softer valuation environment in H123

After a strong 37% net growth in fair value in FY22 (to end-March 2022), Molten posted an NAV total return (TR) decline of 11% in H123 (ended September 2022), with gross portfolio value (GPV) down by £82m or 12% (see Exhibit 1). The value of Molten’s ‘Core’ portfolio (21 companies, which made up 64% of GDV at end-September 2022) declined during H123 by c £200m before currency movements, while the fall in its ‘Emerging’ portfolio was less pronounced at c £60m, due to both a lower share in total GDV and a more limited fall in valuations of early-stage VC compared to later-stage VC across the broader market. The latter is because (1) late-stage VC valuations (especially for pre-IPO candidates) were more inflated in 2020–21; (2) late-stage VC companies are more often valued based on revenue multiples versus public peers; and (3) early-stage VC-backed companies are further away from a VC exit, thus having more time to realise their valuation potential. The portfolio value decline in local currency was partly offset by a positive foreign exchange effect of £82.8m (mostly US dollar appreciation vs sterling), excluding which Molten’s GPV would have fallen by 17%. We note that after the sell-off since last year, Molten’s listed holdings included in its ‘Core’ portfolio (Trustpilot, UiPath and Cazoo) represented only 1.6% of GPV at end-September 2022, with a carrying value of £23.2m. This compares with £169.6m of proceeds Molten has realised so far from Trustpilot and UiPath, corresponding to realised multiples of invested capital of at least 2.5x and 6.0x, respectively (Molten has not made any realisations from Cazoo so far).

Average discount of 27% applied to carrying values based on last funding round

Molten adopts a relatively conservative approach to portfolio valuation. It predominantly relies on the last funding round (62% of the private portfolio, of which 79% completed the funding round in the last 12 months), which is calibrated to account for movements in the revenue multiples of public peers since the deal closure, as well as any subsequent technical/product milestones and the trading performance of the company compared to expectations at the time of the funding round. Molten’s aim is to reflect the current revenue trajectory in its carrying values (rather than the full prospective growth path, which normally determines valuations of funding rounds), as it prefers to gradually recognise the ‘success story’ of its portfolio winners. As a result, Molten applied a valuation discount to 83% of the holdings valued based on last funding round, ranging from 4% to 82%, with a weighted average discount of 27%. Given that Molten’s shares currently trade c 56% below its last reported NAV, the above-mentioned discount reflected in the carrying values of Molten’s holdings translates into a look-through discount of c 63% to recent funding round valuations.

A further 20% of the private portfolio was valued relative to peers based on forward revenue multiples, which in the case of interim valuations are based on the blended revenue of the current and coming year. Here, the weighted average revenue multiple declined to 6.9x at end-September 2022 from 7.8x at end-March 2022. The remaining 17% of the private portfolio represents Molten’s fund-of-fund investments, valued based on net asset values provided by general partners (GPs).

Exhibit 1: Molten’s portfolio value development in H123 (£m)

Source: Molten Ventures, Edison Investment Research

Impact from broader market de-rating cushioned by preference shares and solid top-line growth

Overall, valuations calibrated to reflect public market peers resulted in a reduction in EVs in Molten’s ‘Core’ portfolio of c 35% on average. The fall in portfolio value was less pronounced than the downturn in public high-growth tech companies, partially due to Molten’s exposure to disruptive tech and enterprise software rather than consumer-reliant businesses. On top of that, 90% of Molten’s direct investments (81% of total portfolio fair value) are structured as preference shares (carrying a liquidation preference). This has limited the carrying value decline for 45% of them. Molten’s portfolio valuations were also supported by the continued good top-line performance of portfolio companies, with Molten’s management expecting the average ‘Core’ portfolio revenues to grow by 62% to US$271m in 2022 (only slightly down from the 77% expected at the time of FY22 results release) and by 78% to US$483m in 2023.

We consider Molten’s valuation approach as prudent. While valuations are prepared internally, they follow the International Private Equity and Venture Capital Valuation (IPEV) guidelines, which is the main VC/PE industry standard. We also note that these valuations are subject to the review of the Audit, Risk and Valuations Committee of Molten’s independent board, as well as external audits performed twice a year (currently carried out by PwC). Finally, they were recently subject to a third-party review at end-June 2022 as part of the arrangement of Molten’s new credit facility (going forward, lenders may commission quarterly independent valuations of the investment portfolio).

H123 investments strong but likely to slow down in the near term

Following a particularly high investment pace in FY22 of £311m, Molten invested a sizeable amount of £112m in H123, of which £56m was spent on five primary investments (agreed in the previous fiscal year):

HiveMQ (enterprise software, Series A) – a messaging platform designed for the fast, efficient and reliable movement of data to and from connected internet of things (IoT) devices (the company entered Molten’s ‘Core’ portfolio alongside Fintech OS and Schüttflix in H123).

Friday Finance (formerly Airbank, enterprise software, Series A) – finance management software for companies and start-ups.

&Open (enterprise software, Series A) – a corporate gifting platform

SettleMint (enterprise software, Series A) – a platform for building blockchain applications.

Altruistiq (climate tech/enterprise software, seed funding) – a climate tech company providing a SaaS platform that enables enterprises to automate sustainability data measurement, management and exchange.

We note that all of these are early-stage VC investments, while Molten’s general investment approach is to make most direct investments into later-stage companies (Series B and later). Another £31m was provided to existing portfolio companies as follow-on investments, with the ratio of Molten’s primary to follow-on investments in H123 being consistent with recent years (see Exhibit 2). The balance of Molten’s H123 investments was related to drawdowns from the seed fund-of-funds (£19.4m) and the seed/Series A Earlybird funds (EB, £6.2m). A further £17m was invested by Molten-managed enterprise investment schemes (EIS) and venture capital trusts (VCTs) on behalf of third-party investors.

Exhibit 2: Capital deployed by deal type (£m)

Source: Molten Ventures. Note: *Investments made at the start of the strategic partnership with Earlybird.

Staying on course despite near-term slowdown in capital deployment

While the company’s investment pace in the first half of FY23 was relatively high, management expects it to slow materially in H223, with an FY23 target of £150m (broadly in line with its targeted normalised average rate going forward). In November 2022, Molten made some minor follow-on investments in Series B rounds of BeZero (hardware & deeptech) and Aktiia (digital health & wellness), bringing its year-to-date investment to £117m. Management also expects EIS/VCT capital deployment to be relatively flat throughout H223 versus H123. The EIS and VCTs had £57.8m available cash to invest (broadly in line with the £60.5m at end-March 2022). As the secular enterprise technology theme remains intact, management continues to seek the best companies to leverage this trend. It also highlighted that, except for selected pockets of ‘hot’ companies, it already sees a normalisation of valuations for potential new investments (when compared to levels from 12–18 months ago). On the other hand, management highlights that during global downturns new innovative businesses emerge to create efficiencies where the economy has left a vacuum, which was the case in dot-com bubble, global financial crisis and the COVID-19 pandemic.

Exits muted in line with broader VC markets

Molten’s cash realisations were rather limited at £12.9m (vs £67m in H122) and came mostly from the partial sale of UiPath (£11.2m, remaining stake valued at £1.2m at end-H123), as well as Minit. After the reporting date, Molten sold Roomex (a European online B2B accommodation platform) to Fleetcore Technologies at an undisclosed (but positive) uplift to its last carrying value.

Exhibit 3: Cash realisations as % of opening portfolio since IPO (£m)

Source: Molten Ventures, Edison Investment Research

We believe that the limited realisations reflect the broader trends in the European VC markets, where exits fell by 95.3% y-o-y and 81.7% q-o-q to €2.8bn in Q322, the lowest quarter since Q120, according to PitchBook. This brought the year-to-date decline to 70.4% y-o-y, though we note that this is from a very high base in 2021 and PitchBook believes that with 878 exits in the year to end-September 2022 could be the second-best year in terms of exit count.

Unsurprisingly, exits through public listings fell the most with only seven transactions completed in Q322 across Europe. Here, we note that 70% of Molten’s exits historically were executed through a trade sale rather than initial public offering (IPO), which makes the company well-placed to benefit from a rebound in the M&A market (even if IPO activity does not pick up to the same extent). We also note that software exits remained quite resilient and represented 51% of VC exit value in Europe in 2022 to end-September, according to PitchBook. Enterprise tech is the largest sub-sector within Molten’s portfolio with 42% at end-September 2022, followed by hardware & deeptech (28%), consumer tech (21%) and digital health & wellness (9%). Looking at the broader context of the European VC market, it is worth noting that it has been gradually reducing the gap in terms of deal volumes to the US VC market, with European VC deal value at c 39% of US in 2022 to date (based on Dealroom data as at October).

Moving to capital preservation mode

Molten’s total liquidity at end-September 2022 stood at c £88.5m (vs £113.1m at end-March 2022), with £28.5m in cash (FY22: £78.1m) and £60m in an undrawn revolving credit facility (FY22: £35m). The company recently expanded its debt facility from £65m to £150m (bearing an interest rate of SONIA plus 5.5% pa on drawn amounts), with £90m (in the form of a term loan) drawn as at end-September 2022. After the reporting date, Molten also received £6.4m cash proceeds from the disposal of Roomex (with further escrow monies expected). Furthermore, it recently decided to syndicate part of its fund-of-funds programme, with Castlegate Investments acquiring a proportion of Molten’s existing seed portfolio for €15m (c £13m) and making another €15m of commitments for future investments. We calculate that all the above brings Molten’s pro-forma cash at end-September 2022 to more than £108m (see Exhibit 4). Finally, additional potential liquidity (if needed, subject to any lockups) comes from the company’s listed holdings (£23.2m as at end-September 2022).

In the event the subdued exit environment persists in the coming quarters, the above-mentioned liquidity would have to largely cover (1) new primary and follow-on investments, including capital calls from the funds Molten has outstanding commitments to; (2) operating expenses (net of fee income); and (3) interest on the drawn part of its debt facility.

In terms of its direct VC investments, Molten has the flexibility to adjust capital deployment as it deems fit (subject to any deals it has agreed to but not yet closed). Having said that, Molten also needs to preserve capital in case it needs to help extend the cash runway of some of its holdings through follow-on rounds. Management highlighted that, at present, over 75% of its ‘Core’ portfolio has more than 18 months of cash runway based on existing growth plans (vs 80% being fully funded until exit or having a cash runway of over 24 months at the time of FY22 results). The company also had £80.7m of outstanding commitments within its fund-of-fund investments (including Earlybird), though these are likely to be drawn gradually over a several quarters or years. As a result, absent any major pick-up in exit activity, we would expect Molten to make relatively few new direct primary investments in the near term and do not expect it to embark on any share buybacks despite the wide discount to NAV. Molten’s management expects H223 investments to come in at c £38m.

Exhibit 4: Molten’s available capital and outstanding commitments* (£m)

Source: Molten Ventures, Edison Investment Research. Note: *Available capital does not include the remaining proceeds from the Roomex disposal.

The company’s operating costs stood at £12.7m in H123 (H122: £15.7m), which were largely covered by its £11.4m fee income (management and director fees) from managing third-party capital through its EIS and VCTs (representing assets under management of c £0.3bn at end-September 2022). Consequently, its net operating expenses continue to be significantly below Molten’s target of 1% of period-end NAV. Over time, Molten intends to increase its fee income above its operating costs, though we assume that its earlier plan to launch a growth (ie Series B+) co-investment fund has been put on hold for now given the less favourable market environment.

Exhibit 5: Molten’s historical fee income and operating expenses

Source: Molten Ventures accounts, Edison Investment Research

Exhibit 6: Financial summary

Year end 31 March

£m

FY18

FY19

FY20

FY21

FY22

INCOME STATEMENT

IFRS

IFRS

IFRS

IFRS

IFRS

Change in unrealised gains on investments

66.6

114.7

40.8

276.3

329.4

Fee income

7.2

6.1

11.3

12.5

21.8

Revenue

 

 

73.8

120.8

52.0

288.8

351.2

Cost of Sales

-

-

-

-

-

Gross Profit

73.8

120.8

52.0

288.8

351.2

Operating costs

(5.9)

(7.9)

(10.3)

(14.5)

(20.2)

Investment and acquisition costs

(0.4)

(0.2)

(0.2)

(0.3)

(0.2)

Normalised operating profit

 

 

67.4

112.7

41.4

274.1

330.7

Amortisation of acquired intangibles

-

-

-

-

-

Exceptionals

(0.2)

(0.0)

-

0.1

(2.4)

Share-based payments

(4.9)

(3.1)

(1.0)

(1.5)

(3.7)

Reported operating profit

62.3

109.5

40.5

272.6

324.6

Net Interest

0.1

0.1

(1.3)

(1.8)

0.4

One-off items (incl FX)

(1.5)

1.5

1.2

(3.3)

-

Profit Before Tax (norm)

 

 

66.0

114.3

41.4

268.9

331.1

Profit Before Tax (reported)

 

 

60.9

111.2

40.4

267.4

325.0

Reported tax

0.0

0.0

(0.0)

(0.0)

(24.3)

Profit After Tax (norm)

66.0

114.3

41.4

268.9

331.1

Profit After Tax (reported)

60.9

111.2

40.4

267.4

300.7

Minority interests

(3.1)

(0.6)

(0.7)

-

-

Discontinued operations

-

-

-

-

-

Net income (normalised)

62.9

113.7

40.7

268.9

331.1

Net income (reported)

57.8

110.6

39.7

267.4

300.7

Basic average number of shares outstanding (m)

65

96

118

129

150

EPS - basic normalised (p)

 

 

96.7

118.4

34.5

208.7

220.6

EPS - diluted normalised (p)

 

 

96.0

113.6

33.6

207.3

218.0

EPS - basic reported (p)

 

 

88.9

115.1

33.6

207.5

200.3

Dividend (p)

-

-

-

-

-

Revenue growth (%)

97

64

(57)

455

22

Normalised Operating Margin

91

93

80

95

94

BALANCE SHEET

Fixed Assets

 

 

242.6

572.7

669.4

879.4

1,424.0

Intangible Assets

10.2

10.1

10.0

10.9

10.8

Tangible Assets

0.2

0.2

1.8

1.4

0.8

Investments

231.9

562.1

657.3

867.1

1,410.8

Investments in Associates

0.3

0.3

0.3

-

-

Deferred tax

-

-

-

-

1.6

Current Assets

 

 

61.5

51.5

41.9

164.4

80.9

Stocks

-

-

-

-

-

Debtors

4.8

1.1

7.7

3.7

2.8

Cash & equivalents

56.6

50.4

32.3

158.4

75.8

Restricted cash

-

-

1.9

2.3

2.3

Current Liabilities

 

 

(2.9)

(5.0)

(5.4)

(10.0)

(14.7)

Creditors

(2.9)

(5.0)

(5.0)

(9.6)

(14.3)

Tax and social security

-

-

-

-

-

Lease liabilities

-

-

(0.4)

(0.3)

(0.4)

Short term borrowings

-

-

-

-

-

Other (incl deferred consideration)

-

-

-

-

-

Long Term Liabilities

 

 

(0.7)

(0.6)

(46.2)

(0.6)

(56.4)

Long term borrowings

-

-

(44.6)

0.4

(30.0)

Lease liabilities

-

-

(1.0)

(0.7)

-

Other long-term liabilities

(0.7)

(0.6)

(0.6)

(0.4)

(26.4)

Net Assets

 

 

300.5

618.6

659.6

1,033.1

1,433.8

Minority interests

2.8

0.2

-

-

-

Shareholders' equity

 

 

297.7

618.3

659.6

1,033.1

1,433.8

NAV per share (p)

 

 

416

524

555

743

937

CASH FLOW

Op Cash Flow before WC and tax

67.6

112.8

42.0

274.7

331.5

Revaluation of investments held at fair value through P&L

(66.6)

(114.7)

(40.8)

(264.4)

(294.8)

Working capital

(62.2)

(212.9)

(61.8)

70.2

(214.3)

Exceptional & other

(0.1)

0.2

(0.0)

(9.9)

(34.2)

Tax

(0.1)

(0.0)

(0.0)

(0.0)

(0.4)

Net operating cash flow

 

 

(61.5)

(214.7)

(60.6)

70.6

(212.2)

Capex

(0.2)

(0.1)

(0.4)

(0.1)

(0.1)

Acquisitions/disposals

-

-

-

(0.7)

-

Equity financing

95.1

207.5

0.3

107.6

107.5

Dividends

-

-

-

-

-

Other

(0.0)

-

-

-

-

Net Cash Flow

 

 

(0.2)

(0.1)

(0.4)

(0.1)

(0.1)

Opening net debt/(cash)

(24.9)

(56.6)

(50.4)

12.4

(158.8)

FX

(1.5)

1.3

1.2

(3.3)

1.6

Other non-cash movements

(0.1)

(0.3)

(3.3)

(2.8)

(9.9)

Closing net debt/(cash)

 

 

(56.6)

(50.4)

12.4

(158.8)

(45.8)

Closing net debt/ (cash) (inc restricted cash)

 

(56.6)

(50.4)

10.5

(161.1)

(48.0)

Source: Company accounts, Edison Investment Research

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This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

Frankfurt +49 (0)69 78 8076 960

Schumannstrasse 34b

60325 Frankfurt

Germany

London +44 (0)20 3077 5700

280 High Holborn

London, WC1V 7EE

United Kingdom

New York +1 646 653 7026

1185 Avenue of the Americas

3rd Floor, New York, NY 10036

United States of America

Sydney +61 (0)2 8249 8342

Level 4, Office 1205

95 Pitt Street, Sydney

NSW 2000, Australia

Frankfurt +49 (0)69 78 8076 960

Schumannstrasse 34b

60325 Frankfurt

Germany

London +44 (0)20 3077 5700

280 High Holborn

London, WC1V 7EE

United Kingdom

New York +1 646 653 7026

1185 Avenue of the Americas

3rd Floor, New York, NY 10036

United States of America

Sydney +61 (0)2 8249 8342

Level 4, Office 1205

95 Pitt Street, Sydney

NSW 2000, Australia

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Copyright: Copyright 2022 Edison Investment Research Limited (Edison).

Australia

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New Zealand

The research in this document is intended for New Zealand resident professional financial advisers or brokers (for use in their roles as financial advisers or brokers) and habitual investors who are “wholesale clients” for the purpose of the Financial Advisers Act 2008 (FAA) (as described in sections 5(c) (1)(a), (b) and (c) of the FAA). This is not a solicitation or inducement to buy, sell, subscribe, or underwrite any securities mentioned or in the topic of this document. For the purpose of the FAA, the content of this report is of a general nature, is intended as a source of general information only and is not intended to constitute a recommendation or opinion in relation to acquiring or disposing (including refraining from acquiring or disposing) of securities. The distribution of this document is not a “personalised service” and, to the extent that it contains any financial advice, is intended only as a “class service” provided by Edison within the meaning of the FAA (i.e. without taking into account the particular financial situation or goals of any person). As such, it should not be relied upon in making an investment decision.

United Kingdom

This document is prepared and provided by Edison for information purposes only and should not be construed as an offer or solicitation for investment in any securities mentioned or in the topic of this document. A marketing communication under FCA Rules, this document has not been prepared in accordance with the legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research.

This Communication is being distributed in the United Kingdom and is directed only at (i) persons having professional experience in matters relating to investments, i.e. investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO") (ii) high net-worth companies, unincorporated associations or other bodies within the meaning of Article 49 of the FPO and (iii) persons to whom it is otherwise lawful to distribute it. The investment or investment activity to which this document relates is available only to such persons. It is not intended that this document be distributed or passed on, directly or indirectly, to any other class of persons and in any event and under no circumstances should persons of any other description rely on or act upon the contents of this document.

This Communication is being supplied to you solely for your information and may not be reproduced by, further distributed to or published in whole or in part by, any other person.

United States

Edison relies upon the "publishers' exclusion" from the definition of investment adviser under Section 202(a)(11) of the Investment Advisers Act of 1940 and corresponding state securities laws. This report is a bona fide publication of general and regular circulation offering impersonal investment-related advice, not tailored to a specific investment portfolio or the needs of current and/or prospective subscribers. As such, Edison does not offer or provide personal advice and the research provided is for informational purposes only. No mention of a particular security in this report constitutes a recommendation to buy, sell or hold that or any security, or that any particular security, portfolio of securities, transaction or investment strategy is suitable for any specific person.

Frankfurt +49 (0)69 78 8076 960

Schumannstrasse 34b

60325 Frankfurt

Germany

London +44 (0)20 3077 5700

280 High Holborn

London, WC1V 7EE

United Kingdom

New York +1 646 653 7026

1185 Avenue of the Americas

3rd Floor, New York, NY 10036

United States of America

Sydney +61 (0)2 8249 8342

Level 4, Office 1205

95 Pitt Street, Sydney

NSW 2000, Australia

Frankfurt +49 (0)69 78 8076 960

Schumannstrasse 34b

60325 Frankfurt

Germany

London +44 (0)20 3077 5700

280 High Holborn

London, WC1V 7EE

United Kingdom

New York +1 646 653 7026

1185 Avenue of the Americas

3rd Floor, New York, NY 10036

United States of America

Sydney +61 (0)2 8249 8342

Level 4, Office 1205

95 Pitt Street, Sydney

NSW 2000, Australia

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