Final Results

Final Results

NEW CENTURY AIM VCT PLC

New Century AIM VCT plc

 

28th February

2010

Report and Accounts for the year to 28th February 2010

Financial Summary

Investment Objective

Chairman's Statement

Details of Directors

Management and Administration

Directors

Investment Manager’s Review

Investment Portfolio

Top Ten Investments

Directors' Report

Directors’ Remuneration Report

Corporate Governance

Independent Auditors' Report

Income Statement

Balance Sheet

Cash Flow Statement

Notes to the Financial Statements

Shareholder Information

Notice of Annual General Meeting

New Century AIM VCT plc
Financial Summary

 

 

Year ended

28 February

2010

  Year ended

29 February

2009

Revenue return per share (pence) for the year

0.60

1.44

Total return per share (pence) for the year

7.03

(61.55)

Proposed dividends per share (pence)

0.55

0.19

Net asset value per share (pence)

60.25

53.03

Cumulative value of shareholder investment (net asset value plus cumulative dividends per share) (pence)

 

64.76

 

57.09

Shareholders’ funds (£’000)

5,852

4,799

Investment Objective

New Century AIM VCT PLC is a Venture Capital Trust (“VCT”) established under the legislation introduced in the Finance Act 1995. The company’s principal objectives as set out in the prospectus are to achieve long term capital growth through investment in a diversified portfolio of Qualifying Companies primarily quoted on AIM.

New Century AIM VCT plc
Chairman’s Statement

The year to 28th February, 2010 saw some return of confidence helped by an easing of the tight credit restrictions. This in turn, led to a return of buyers to the AIM market, and more of a two way market ensued. This gave the fund an opportunity to offload many of the less promising holdings, though the net losses on realisations amounted to £658,652. The better conditions led to a 13.7% increase in net asset value of the fund to 60.25p per share.

Qualifying investments now represent 82.13% of the overall fund by cost which gives a useful cushion over the required 70%.

During the year, many companies reduced their dividends or did not pay any at all with the result that the net income received by the fund fell from £154,792 to £85,841. However, the company’s revenue reserves increased sufficiently for us to declare a dividend for the year of 0.55p per share compared to 0.19p in the previous year.

We do not envisage the current year being easy. Bringing down the country's debt through increased taxation and expenditure cuts is likely to lead to less work, higher unemployment and reduced purchasing power which is not an encouraging scenario for companies. However, your fund is well spread with investments in 71 companies, many of which are well established and profitable.

I would like to thank the investment managers and co-directors for their help throughout the year, all of which has been carried out without remuneration.

Annual General Meeting

The annual general meeting will be held at 11.30am on (Date) 2010 at 17-21 New Century Road, Laindon, Essex SS15 6AG. I look forward to meeting those shareholders who are able to attend.

Geoffrey Charles Gamble

Chairman

28 June 2010

New Century AIM VCT plc
Details of Directors

Michael Barnard (Aged 60)

Michael has been employed in stockbroking since 1971. In 1974 he became a Member of the Stock Exchange. During his career his duties have spanned investment advising, investment research, dealing and company management. In 1988 he started his own stockbroking company, M D Barnard, which now has a staff (including self employed registered representatives) of 21. Based in Laindon, Essex, it has offices in London, Wells, Exeter and Colchester. Since 1995, he has been either managing or advising unit trust, private client and pension company portfolios with a total value of approximately £115 million.

Geoffrey Gamble (Aged 51)

Geoffrey started his career with National Westminster Bank plc. He joined Publishing Holdings plc in 1984 and became a director in 1986. He took part in an MBO in 1988, backed by Schroder Ventures (now Permira) to form Charterhouse Communications Group Ltd and was instrumental in the satisfactory venture capital exit from that company and its flotation on AIM in 1996. He became managing director of Charterhouse Communications plc in 1999.

Peter William Riley (Aged 65)

Peter qualified as a solicitor in 1969 and in that year became partner of Mitchells, Solicitors. In 1977, he became a partner in his present solicitor practice, Daybells, where he specialises in property law with an emphasis on large commercial properties.

Ian Cameron-Mowat (Aged 60)

Ian has a 1st class BSC in Electronics and was involved in the early development of computers at Burroughs Machines. He is currently a consultant radiologist to the NHS Trust.

New Century AIM VCT plc
Management and Administration

Registered Office & Registered Number   4(th) Floor,
150-152 Fenchurch Street
London EC3M 6BB
 
5352611
 
Company Secretary Graham Urquhart
4(th) Floor,
150-152 Fenchurch Street
London EC3M 6BB
 
Registrar Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands B63 3DA
 

Solicitors

Dundas & Wilson

 

5th Floor, Northwest Wing
Bush House
Aldwych
London WC2B 4EZ
 
Investment Manager and Broker M D Barnard & Company Limited
17-21 New Century Road
Laindon, Essex SS15 6AG
 
Auditor & VCT Status Adviser UHY Hacker Young LLP
Quadrant House
4 Thomas More Square
London E1W 1YW
 
Bankers Bank of Scotland
New Uberior House
11 Earl Grey Street
Edinburgh EH3 9BN

New Century AIM VCT plc
Directors

Geoffrey Gamble (Chairman)  
Michael David Barnard
Peter William Riley
Robin Kirby (resigned 22/05/2009)
Ian Cameron-Mowat (appointed 22/05/2009)
 
All directors are non-executive.
 

Audit Committee:

 
Geoffrey Gamble (Chairman)
Peter William Riley
Ian Cameron-Mowat

New Century AIM VCT plc
Investment Manager’s Review

While we are pleased that the funds net asset value per share increased, five of the companies in which we invested went into administration, leading to a further write down of £400,000 during the year. On a more encouraging note, we realised a further £208,000 of profits from the disposal or our investment in Healthcare Locums.

It is now clear that many of the share price falls that occurred over a year ago were overdone and since then there have been some rapid and dramatic recoveries. The shares of Eco City, Educational Development, HML, Investec Preference, Net Dimensions and Velosi have all more than doubled over the year, while Arbuthnot, Belgravium, K3 Business Technology, Sanderson and Superglass are all up by over 50%.

The past two years have been difficult for your fund and while we expect the current year to be no easier, we do retain confidence in its recovery prospects.

Michael Barnard

28 June 2010

New Century AIM VCT plc
Investment Portfolio

28 February 2010   £   £   %   %
Security Cost Valuation Cost Valuation
 
Qualifying Investments 9,583,714 4,480,298 82.13 76.24
Non-qualifying Investments 1,751,076 1,062,250 15.01 18.08
11,334,790 5,542,548 97.13 94.31
Uninvested funds 334,339 334,339 2.87 5.69
11,669,129 5,876,887 100.00 100.00
Qualifying Investments
AIM quoted
Tristel plc 312,268 384,000 2.68 6.53
PHSC plc 182,910 63,000 1.57 1.07
DCD Media plc 555,263 68,000 4.76 1.16
Legion Group plc 175,875 62,500 1.51 1.06
K3 Business Technology Group 180,900 184,000 1.55 3.13
Belgravium Technologies 281,400 55,000 2.41 0.94
Healthcare Locums plc 16,306 68,735 0.14 1.17
ILX Group 753,750 192,500 6.46 3.28
Lighthouse Group plc 203,513 127,500 1.74 2.17
AT Communications Group 422,100 - 3.62 0.00
Invocas Group plc 100,400 18,000 0.86 0.31
Jelf Group plc 157,132 61,950 1.35 1.05
Relax Group 135,675 - 1.16 0.00
Brulines (Hldgs) plc 40,175 40,625 0.34 0.69
HML Holdings plc 351,549 155,000 3.01 2.64
CBG Group plc 99,947 48,750 0.86 0.83
Coolabi plc 237,071 128,863 2.03 2.19
IS Pharma 241,200 205,714 2.07 3.50
Western & Oriental plc 502,500 112,500 4.31 1.91
Lipoxen plc 72,115 75,600 0.62 1.29
Alliance Pharma plc 34,719 81,125 0.30 1.38
EBTM plc 640,888 - 5.49 0.00
Chime Communications plc 155,776 86,582 1.33 1.47
Sport Media Group 125,625 5,000 1.08 0.09
Southern Bear plc 633,150 161,250 5.43 2.74
Kurawood plc 150,750 - 1.29 0.00
Boomerang Plus plc 238,185 130,500 2.04 2.22
Fishworks plc 180,900 - 1.55 0.00
Optare plc 50,753 9,679 0.43 0.16
Advanced Computer Software 354,514 809,250 3.04 13.77
Cyan Holdings plc 100,500 175,000 0.86 2.98
Marechale Capital plc 202,005 25,000 1.73 0.43
Lombard Risk Mgt 180,900 191,250 1.55 3.25
Savile Group 126,254 60,000 1.08 1.02
Winkworth plc 72,360 75,600 0.62 1.29
Green Compliance plc 50,250 62,500 0.43 1.06
Bango plc 51,858 62,400 0.44 1.06
Access Intelligence plc 28,643 29,925 0.25 0.51
8,400,075 4,017,298 71.99 68.36

28 February 2010

 

£

 

£

 

%

 

%

Security

 

 Cost

 

Valuation

 

 Cost

 

Valuation

Plus Markets quoted
CKS Group plc 526,369 - 4.51 0.00
Air Touring 201,000 52,000 1.72 0.88
General Medical Clinics plc 205,020 186,000 1.76 3.16

 

932,389 238,000 7.99 4.05
Unlisted Investments
Air Touring Group plc 251,250 225,000 2.15 3.83
251,250 225,000 2.15 3.83
       
Total qualifying investments 9,583,714 4,480,298 82.13 76.24
28 February 2010   £   £   %   %
Security Cost Valuation Cost Valuation
Non-qualifying Investments
AIM quoted
Eservglobal Ltd 46,230 46,500 0.40 0.79
Arbuthnot Banking Group 45,207 36,100 0.39 0.61
Commodity Growth plc 150,750 45,000 1.29 0.77
DCD Media plc 40,200 4,000 0.34 0.07
Education Development Int 3,665 54,000 0.03 0.92
Velosi Ltd 22,613 22,250 0.19 0.38
Impact Holdings (UK) plc 26,160 1,560 0.22 0.03
China Eastsea Bus. Software 40,200 35,000 0.34 0.60
STM Group plc 50,250 24,000 0.43 0.41
NetDimensions Ltd 31,155 9,000 0.27 0.15
Ashley House plc 116,975 66,000 1.00 1.12
Microemissive Displays 56,067 - 0.48 0.00
Neutrahealth plc 30,459 13,125 0.26 0.22
Sanderson Group 92,521 50,000 0.79 0.85
Eco City Vehicles 62,116 75,000 0.53 1.28
Pactolus Hungarian Prop. 49,749 26,500 0.43 0.45
Shed Media plc 19,755 25,200 0.17 0.43
Clerkenwell Ventures - 7,200 0.00 0.12
Norcon plc 19,695 24,000 0.17 0.41
Burford Capital 25,250 26,000 0.22 0.44
Colliers CRE plc 20,200 24,500 0.17 0.42
Rotala plc 35,351 43,750 0.30 0.74
984,567 658,685 8.44 11.21
UK listed
Superglass Hldgs 45,225 6,500 0.39 0.11
Investec 477,227 185,500 4.09 3.16
Premier Farnell 44,542 37,125 0.38 0.63
Record plc 30,150 12,000 0.26 0.20
597,144 241,125 5.12 4.10
Plus Markets quoted
AH Medical Properties plc 18,091 19,500 0.16 0.33
18,091 19,500 0.16 0.33
Unlisted Investments
DCD Media plc 101,023 100,440 0.87 1.71
Southern Bear plc 50,250 42,500 0.43 0.72
151,273 142,940 1.30 2.43
       
Total non-qualifying investments 1,751,076 1,062,250 15.01 18.08

New Century AIM VCT plc
Top Ten Investments

28 February 2010   £   £   %
Security Cost Valuation   Valuation
 
ILX Group 753,750 192,500 6.46
 
EBTM plc 640,888 - 5.49
 
Southern Bear plc 633,150 161,250 5.43
 
DCD Media 555,263 68,000 4.76
 
CKS Group 526,369 - 4.51
 
Western & Oriental plc 502,500 112,500 4.31
 
Investec 477,277 185,500 4.09
 
AT Communications Group 422,100 - 3.62
 
Advanced Computer Software 354,514 809,250 3.04
 
HML Holdings 351,549 155,000 3.01

The investments tabulated above are expressed as a percentage of the company’s investment portfolio including uninvested cash.

New Century AIM VCT plc
Directors’ Report

The directors present their report and the audited financial statements for the year to 28 February 2010.

Activities and status

The principal activity of the company during the period was the making of long-term equity and loan investments in unquoted and AIM traded companies in the United Kingdom. The company has been listed on the London Stock Exchange since 25 March 2005. The Chairman’s Statement on page 2 and the Investment Manager’s Review on page 6 give a review of developments during the year and of future prospects.

The directors have managed the affairs of the company so that during the year it attained the requirements for full approval as a Venture Capital Trust for the purposes of Section 842AA of the Income and Corporation Taxes Act 1988 (‘the Act’).

The directors consider that the company was not at any time up to the date of this report a close company within the meaning of Section 414 of the Act.

Results and dividend

  Year to

28 February 2010

  Year to
28 February 2009
Revenue   Capital Revenue   Capital
£’000 £’000 £’000 £’000

Return on ordinary activities after taxation

58 683

130

(5,726)

       
Appropriated as follows:
 
Interim dividend paid
 
Revenue – nil p - - - -
 
Capital – nil p - - - -
 
Final dividend paid in respect of prior period
Revenue – 0.19p (1.90p) per share (18) - (174) -
Capital – nil p per share - - - -
 
       
Transfers to reserves 40 683 (44) (5,726)

The directors propose a final dividend of 0.55p per share for the year ended 28 February 2010 to be paid on 1st October 2010 to shareholders on the register at 24 September 2010.

Directors

The directors of the company who served throughout the year and their interests in the issued ordinary shares of 10p of the company are as follows:

Year ended

28 February 2010

Year ended

28 February 2009

 

Michael David Barnard

Geoffrey Gamble

Robin Kirby (resigned 22 May 2009)

Peter William Riley

Ian Cameron-Mowat (appointed 22 May 2009)

 

2,112,546

115,000

-

43,000

100,000

 

1,518,910

240,000

-

43,000

-

All of the directors’ share interests shown above are held beneficially. Between 28 February 2010 and the date of this report, Michael Barnard has purchased an additional 634,000 shares.

Brief biographical notes on the directors are given on page 3. The director, retiring in accordance with the Company’s Articles of Association, is Mr Barnard, who being eligible will offer himself for re-election at the forthcoming annual general meeting. The directors believe his experience in small companies is a great benefit to the Board and recommend his re-election.

None of the directors has a contract of service with the company and, except as mentioned below under the heading “Management”, there were no contracts that subsisted during the year in which a director was materially interested and which was significant in relation to the company’s business.

Management

M D Barnard & Co. Limited has acted as investment manager to the company since inception. The principal terms of the Investment Management Agreement are set out in Note 3 to the Financial Statements.

VCT status monitoring

The company has engaged UHY Hacker Young LLP to advise it on compliance with the VCT legislation. UHY Hacker Young LLP reviews the company’s investment portfolio to monitor ongoing VCT compliance. UHY Hacker Young LLP works closely with the investment manager, but reports directly to the Board of the company.

Substantial shareholdings

As at 26 June 2010 the company had been notified of the following shareholdings representing 3 per cent or more of the company’s issued share capital during the year under review or at the date of this report:

 

Number

  Percentage

of share capital

Michael Barnard

John Brice

Peter Steyne

David Trotman

2,746,963

400,000

400,000

400,000

28.1%

4.1%

4.1%

4.1%

Creditor payment policy

The company’s payment policy is to agree terms of payment before business is transacted and to settle accounts in accordance with those terms. The company’s principal expenses such as investment management fees and administration fees are paid quarterly in arrears in accordance with the respective agreements. Accordingly the company had no material trade creditors at the year end.

Annual general meeting

Notice of the annual general meeting is set out on page 34.

Auditors

In accordance with Section 485 of the Companies Act 2006, a resolution proposing that UHY Hacker Young LLP be reappointed as auditors of the Company and that the Directors be authorised to determine their remuneration will be put to the next Annual General Meeting.

By Order of the Board

Michael Barnard           28 June 2010

New Century AIM VCT plc
Directors’ Remuneration Report

The Board has prepared this report in accordance with the requirements of the Companies Act 2006. A resolution to approve this report will be put to the members at the Annual General Meeting to be held on [DATE] 2010.

Directors’ remuneration policy

The company does not have any executive directors and, as permitted under the Listing Rules, has not, therefore, established a remuneration committee. Directors do not receive any remuneration or fees.

The directors shall be paid by the company all travel, hotel and other expenses they may incur in attending meetings of the directors or general meetings or otherwise in connection with the discharge of their duties. Any director who, by request of the directors, performs special services may be paid such extra remuneration as the directors may determine.

Directors’ remuneration (audited)

None of the Directors received any remuneration from the company during the year under review.

No other emoluments or pension contributions were paid by the company to, or on behalf of, any director. None of the directors has a service contract with the company. It is expected that the directors will continue not to receive any remuneration for their services in the forthcoming years.

Performance

The directors consider that the most appropriate measure of the company’s performance is its Cumulative Value of Shareholder Investment (net asset value plus cumulative dividends). The company’s Cumulative Value of Shareholder Investment at 28 February 2009 and 28 February 2010 are set out in the Financial Summary on page 1.

Total shareholder return

[Graphic omitted]

The above graph shows the company’s total shareholder return compared to that of the FTSE AIM All Index total return for the period since listing on the London Stock Exchange.

By Order of the Board

Michael Barnard

New Century AIM VCT plc
Corporate Governance

The directors support the relevant principles of the Combined Code issued in June 2008 by the Financial Reporting Council, being the principles of good governance and the code of best practice as set out in Section 1 of the Combined Code annexed to the Listing Rules of the Financial Services Authority.

Going concern

Bearing in mind that the assets of the company consist mainly of marketable securities, the directors are of the opinion that at the time of approving the financial statements, the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.

The Board

The company is led and controlled by a Board of directors who are all non-executives. The Chairman is Geoffrey Gamble. Biographical details of all Board members are shown on page 3.

One third of the Directors are subject to re-election at each AGM by rotation.

During the year the following were held:

4 full board meetings   2 Audit Committee meetings
All directors attended all meetings with the exception of Mr Riley and Mr Cameron-Mowat on one occasion. All members attended with the exception of Mr Cameron-Mowat on both occasions.

Whilst only Mr Gamble had been a director of a quoted company, all directors had relevant experience with quoted companies prior to their appointment and it was therefore not thought necessary to provide further training in respect of their obligations and duties.

The Board has also established procedures whereby directors wishing to do so in the furtherance of their duties may take independent professional advice at the company’s expense.

All directors have access to the advice and services of the Company Secretary. The Company Secretary provides the Board with full information on the company’s assets and liabilities and other relevant information requested by the Chairman, in advance of each Board meeting.

The Board believes that it presents a balanced and understandable assessment of the company’s position and prospects. The Audit Committee meets at least once a year. Under the chairmanship of a non-executive director, its membership comprises all the non-executive directors with the exception of the representative of the investment manager. During the year the Audit Committee was chaired by Mr Gamble. The Audit Committee reviews the financial statements and is reported to by the external auditors. Further, the Audit Committee keeps under review the cost effectiveness, independence and objectivity of the auditors. A formal statement of independence is received from the external auditors each year. The terms of reference of the audit committee are available for inspection at the company’s registered office.

During the year Messrs UHY Hacker Young LLP continued to act as auditors, and as part of their audit process reviewed the internal financial controls including those of the investment manager necessary for the expression of their audit opinion.

The investment manager is authorised and regulated by the Financial Services Authority and the directors have an opportunity to review their own auditors’ review of their financial controls.

New Century AIM VCT plc
Corporate Governance

Relations with shareholders

The Chairman is the company’s principal spokesman with investors, fund managers, the press and other interested parties.

Shareholders will have the opportunity to meet the Board at the AGM. The Board is also happy to respond to any written queries made by shareholders during the course of the year, or to meet with major shareholders if so requested.

In addition to the formal business of the AGM, representatives of the management team and the Board are available to answer any shareholder queries.

Separate resolutions are proposed at the AGM on each substantially separate issue. The Registrars collate proxy votes and the results (together with the proxy forms) are forwarded to the Company Secretary immediately prior to the AGM. In order to comply with the Combined Code, proxy votes will be announced at the AGM, following each vote on a show of hands, except in the event of a poll being called. The notice of the next AGM and proxy form can be found at the end of these financial statements.

Financial Reporting

The directors’ statement of responsibilities for preparing the accounts is set out on page 18, and a statement by the auditors about their reporting responsibilities is set out in the Auditors’ Report on page 19.

Internal control

The directors are responsible for the company’s system of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the company’s systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.

The directors have conducted a review of the effectiveness of the system of internal control for the year covered by the financial statements. This accords with the Turnbull guidance.

Although the Board is ultimately responsible for safeguarding the assets of the company, the Board has delegated, through written agreements, the day-to-day operation of the company to M D Barnard & Co. Limited.

Compliance statement

The Listing Rules require the Board to report on compliance with the forty-eight Combined Code provisions throughout the accounting year. The preamble to the Combined Code does however acknowledge that some provisions may have less relevance for investment companies. With the exception of the limited items outlined below, the Company has complied throughout the accounting year to 28 February 2010 with the provisions set out in Section 1 of the Combined Code.

1. The Board has not appointed a nominations committee as they consider the Board to be small and it comprises wholly non-executive directors. Appointments of new directors are dealt with by the full Board.

2. New directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise.

3. Due to the size of the Board and the nature of the company’s business, a formal performance evaluation of the Board, its committees, the individual directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise.

4. The company has three independent directors, as defined by the Combined Code issued in June 2008. The board consider that Messrs. Gamble, Kirby and Cameron-Mowat are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect the directors’ judgement. The Board considers that all directors have sufficient experience to be able to exercise proper judgement within the meaning of the Combined Code.

5. The company does not have a chief executive officer or senior independent director. The Board does not consider this to be necessary for the size of the company.

6. The company does not conduct a formal review as to whether there is a need for an internal audit function. The directors do not consider that an internal audit would be an appropriate control for a venture capital trust.

7. The Audit Committee is chaired by John Geoffrey Gamble, Chairman of the Board of directors, whom the board regard as independent despite recommendations to the contrary in the Combined Code due to his being Chairman of the Board of directors.

8. The non-executive directors do not have service contracts, whereas the recommendation is for fixed term renewable contracts.

9. The company has no major shareholders so shareholders are not given the opportunity to meet any new non-executive directors at a specific meeting other than the annual general meeting.

Statement of directors’ responsibilities

United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company as at the end of the financial year and of the revenue of the company for that year. In preparing those financial statements, the directors are required to:

  • select suitable accounting policies and apply them consistently;
  • make judgements and estimates that are reasonable and prudent;
  • state whether applicable accounting standards have been followed; and
  • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for ensuring that proper accounting records are kept, which disclose with reasonable accuracy at any time the financial position of the company, enabling them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for the company’s system of internal control, for safeguarding the assets of the company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditors

So far as the directors are aware:

1. there is no relevant audit information of which the Company’s auditors are unaware; and

2. the directors have taken all 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.

New Century AIM VCT plc
Income Statement (incorporating the revenue account)
for the year to 28 February 2010

We have audited the financial statements of New Century AIM VCT plc for the year ended 28 February 2010 which comprise the Income Statement, the Balance Sheet, the Cash Flow Statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the company’s members, as a body, in accordance Chapter 3 of Part 16 of the Companies Act 2006. 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 auditors’ 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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors’ Responsibilities set out on page 17, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the APB's web-site at www.frc.org.uk/apb/scope/UKP.

Opinion on financial statements

In our opinion:

  • the financial statements give a true and fair view of the state of the company's affairs as at 28 February 2010 and of the company's profit for the year then ended;
  • the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
  • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

  • the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006;
  • the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements;
  • the information given in the Corporate Governance Statement, set out on pages 16 to 18, with respect to internal control and risk management systems in relation to financial reporting processes and about share capital is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following:

Under the Companies Act 2006 we are required to report to you if, in our opinion:

  • adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
  • the company financial statements and the part of the Directors' Remuneration Report to be audited 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; or
  • a Corporate Governance Statement has not been prepared by the company.

Under the Listing Rules we are required to review:

  • the directors' statement, set out on page 16, in relation to going concern; and
  • the part of the Corporate Governance Statement relating to the company's compliance with the nine provisions of the June 2008 Combined Code specified for our review.

Michael Egan (Senior statutory auditor)
for and on behalf of UHY Hacker Young, statutory auditor for and on behalf of UHY Hacker Young, statutory auditor

UHY Hacker Young           28 June 2010
Chartered Accountants
Quadrant House
4 Thomas More Square
London, E1W 1YW
    Year ended
28 February 2010 		  Year ended
28 February 2009
Notes Revenue
£’000 		  Capital
£’000 		  Total
£’000 		Revenue
£’000 		  Capital
£’000 		  Total
£’000
 
Gains/(losses) on investments
- realised - 210 210 - 178 178
- unrealised - 548 548 - (5,853) (5,853)
Income 2 85 - 85 206 - 206
Investment management fee 3 (16) (49) (65) (17) (52) (69)
Other expenses 4 (37) - (37) (33) - (33)
________ ________ ________ ________ ________ ________
Return on ordinary activities before taxation

32

709

741

156

(5,727)

(5,571)

Tax (charge)/credit on ordinary activities

6

26

(26)

-

(26)

26

-

________ ________ ________ ________ ________ ________
Return on ordinary activities after taxation

 

58

683

741

130

(5,701)

(5,571)

======= ======= ======= ======= ======= =======
 
Return per ordinary share (pence)

8

0.60

7.03

7.63

1.44

(62.99)

(61.55)

======= ======= ======= ======= ======= =======

The notes on pages 24 to 32 form an integral part of these financial statements.

All revenue and capital items in the above statement are from continuing operations in the current year. No operations were acquired or discontinued in the current year. Other than as shown above, the company had no recognised gains or losses. Accordingly no statement of total recognised gains and losses has been prepared.

New Century AIM VCT plc
Balance Sheet
at 28 February 2010

 

 

 

 

Note

  Year ended
28 February 2010

£’000

  Year ended

28 February 2009

£’000

       
Fixed assets
Investments 9 5,542 4,547
 
Current assets
Debtors 12 334 266
 
Current liabilities
Creditors: amounts falling due within one year 13

(24)

(14)

 
   
5,852 4,799
   
Capital and reserves
Called up share capital 14 975 915
Share premium 15 8,506 8,236
Capital reserve – realised 15 2,124 2,831
Capital reserve – unrealised 15 (5,811) (7,201)
Revenue reserve 15 58 18
 
 
   
Total equity shareholders’ funds 16 5,852 4,799

Net asset value per ordinary share

17

60p

53p

   

The financial statements on pages 21 to 32 were approved by the Board of directors on 28 June 2010 and were signed on its behalf by:

Michael Barnard
DirectorDirector

Company Registration Number: 5352611

New Century AIM VCT plc
Cash Flow Statement
for the year to 28 February 2010

 

Note

  Year ended
28 February 2010

£’000

  Year ended

28 February 2009

£’000

   
Net cash outflow from operating activities 18 (92) (60)
 
Returns on investments
Interest received 4 18
Investment income 81 136
85 154
 
UK Corporation Tax paid - -
 
Dividend paid (18) (174)
 
Capital expenditure & financial investment
Sale of investments 1,160 1,249
Purchase of investments (1,397) (2,265)
Net cash inflow/(outflow) for capital expenditure & financial investment (237) (1,016)
   
Net cash outflow (262) (1,096)

Financing

 

Share Issue 330 771
   
Increase/(Decrease) in uninvested funds with broker 68 (325)

New Century AIM VCT plc
Notes to the Financial
Statements
for the year to 28 February 2010

1. Accounting policies

General

The financial statements have been prepared in accordance with applicable United Kingdom law and accounting policies and the Statement of Recommended Practice “Financial Statements of Investment Trust Companies”. The accounts have been prepared under the historical cost convention, as modified to include the revaluation of fixed asset investments.

Investments

Listed or AIM traded investments are stated at market value, which is based upon market bid prices at the balance sheet date. In the event that the shares held by the company are subject to certain restrictions, or the holding is significant in relation to the traded issued share capital of the investee company then the directors may apply a discount to the relevant market price.

Investments in unquoted companies are valued by the directors in accordance with British Venture Capital Association (“BVCA”) guidelines.

Realised surpluses or deficits on the disposal of investments and permanent impairments in the value of investments are taken to realised capital reserves. Unrealised surpluses and deficits on the revaluation of investments are taken to unrealised capital reserves. Costs incurred relating to acquisitions and disposals are charged to capital reserves as a deduction from proceeds or an addition to costs.

It is not the company’s policy to exercise controlling or significant influence over investee companies, although it may hold a significant interest in some companies. Accordingly, the results of these companies are not incorporated into the revenue account except to the extent of any income earned or received.

Income

Dividend income receivable from quoted securities is recognised on the ex-dividend date. Income from unquoted equity and non-equity securities is recognised on an accruals basis except that a full provision is made until the receipt of the income is certain.

Interest from cash and deposits and fixed returns on debt securities are recognised on an accruals basis.

Expenses

All expenses are accounted for on an accruals basis. One quarter of the investment management fee is charged to the revenue account and the remaining three quarters is charged to capital reserves, net of corporation tax relief, and inclusive of any irrecoverable value added tax. The allocation of the management fee reflects the directors’ estimate of the source of the long-term returns in the portfolio from revenue and capital.

New Century AIM VCT plc
Notes to the Financial
Statements
for the year to 28 February 2010

1. Accounting policies (continued)

Taxation

Deferred taxation is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.

2. Income

  Year ended   Year ended
28 February 28 February
2010 2009
£’000 £’000
       
Interest receivable
- listed fixed interest securities 3 3
- bank deposits and liquid funds 1 15
 
4 18
Dividends receivable 81 136
Investment income 85 154
 
Other income   52
85 206

3. Investment management fees

  Year ended

28 February

2010

  Year ended

28 February

2009

Revenue

£’000

  Capital
£’000 		Revenue

£’000

  Capital
£’000
 
Investment management fees 16

49

17 52

MD Barnard & Company Limited (“MDB”) provides investment management services to the company in respect of the company’s portfolio of venture capital investments under an investment management agreement dated 10 March 2005. Michael Barnard who is a non-executive director of the company is managing director and proprietor of MDB.

Under the terms of the investment management agreement, MDB is entitled to a fee (exclusive of VAT) equal to 1% per annum of the net assets of the company. The fee is calculated quarterly in arrears based on the net assets at 28 February, 31 May, 31 August and 30 November. No performance fee is payable.

The investment management agreement is for a minimum period of three years from 24 March 2005 terminable by either party at any time thereafter by one year’s prior written notice.

4. Other expenses

  Year ended

28 February

2010

£’000

  Year ended

28 February

2009
£’000

       
Auditors’ remuneration
-

for audit services

7 7
- for tax services 5 5
 
   
12 12

5. Directors’ remuneration

No remuneration has been paid or is payable for year to 28 February 2010, this is also true for the prior year.

6. Tax charge/(credit) on ordinary activities

  Year ended

28 February

2010

  Year ended

28 February

2009

Revenue

£’000

  Capital
£’000 		Revenue

£’000

  Capital
£’000
 
United Kingdom tax based on the taxable profit for the year (26) 26 26 (26)
       
Factors affecting tax charge for the year
 
Return on ordinary activities before taxation 32 709 156 (5,727)
       
Tax on above at the small company rate of 21% (2009: 21%) 7 149 33 (1,203)
UK dividends not subject to corporation tax (17) - (28) -
Capital loss on investment - (165) - 1,177
Non allowable expenses - - - -
Unutilised losses 10 16- 21 -
Prior year adjustments (26) 26 - -
       
Current tax charge/(credit) for the year (26) 26 26 (26)

7. Dividends

  Year ended

28 February

2010

£’000

  Year ended

28 February

2009
£’000

Interim dividend paid     -     -
Final dividend paid in respect of previous year 18 174
   
18 174

The directors propose a final dividend of 0.55p per share for the year ended 28 February 2010 to be paid on 16 September 2010 to shareholders on the register at 3 September 2010.

8. Return per ordinary share

The revenue return, per ordinary share, is based on the net revenue on ordinary activities after taxation of £58,165 (2009: £130,243) and on 9,713,747 (2009: 9,050,248) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

The capital return per ordinary share is based on a net realised and unrealised capital profit of £683,310 (2009: loss of £5,700,908) and on 9,713,747 (2009: 9,050,248) ordinary shares, being the weighted average number of ordinary shares in issue during the year.

9. Fixed asset investments

  Year ended

28 February 2010

£’000

  Year ended

28 February 2009
£’000

UK Govt loans     -     250
UK Listed 241 181
AIM 4,676 3,767
PLUS Markets 257 349
Unlisted 368 -
   
5,542 4,547

Movements in investments, including realised and unrealised gains and losses, during the year are summarised as follows:

    Year ended 28 February 2009
UK Govt loans UK listed   AIM   Plus Mkts   Total
£'000 £'000 £'000 £'000 £'000
Valuation at 1 March 2008 - 534 7,306 1,366 9,206
Purchases at cost 944 38 1,283 - 2,265
Sales proceeds (743) (36) (470) - (1,249)
Realised gains/(losses) 15 3 160 - 178
Unrealised gains/(losses) 34 (358) (4,512) (1,017) (5,853)
Valuation at 28 February 2009 250 181 3,767 349 4,547
 
Cost at 1 March 2008 - 746 8,642 1,174 10,562
Purchases 944 38 1,283 - 2,265
Sales proceeds (743) (36) (470) - (1,249)
Realised gains/(losses) 15 3 160 - 178
Cost at 28 February 2009 216 751 9,615 1,174 11,756

New Century AIM VCT plc
Notes to the Financial
Statements
for the year to 28 February 2010

9. Fixed asset investments (continued)

  Unlisted   UK Govt loans   UK listed   AIM   Plus Mkts   Total
£’000 £'000 £'000 £'000 £'000 £'000
Valuation at 1 March 2009 - 250 181 3,767 349 4,547
Purchases at cost 311 - 51 1,017 18 1,397
Transfers 141 - 45 56 (242) -
Sales proceeds (70) (222) (155) (713) - (1,160)
Realised gains/(losses) 23 - 31 (194) - (140)
Unrealised gains/(losses) (37) (28) 88 743 132 898
Valuation at 28 February 2010 368 - 241 4,676 257 5,542
 
Cost at 1 March 2009 - 216 751 9,615 1,174 11,765
Purchases 311 - 51 1,017 18 1,397
Transfers 141 - 45 56 (242) -
Sales proceeds (70) (222) (154) (714) - (1,160)
Realised gains/(losses) 20 6 (94) (590) - (658)
Cost at 28 February 2010 402 - 597 9,384 950 11,335

The overall gain on investments for the years shown are in the Income Statement is analysed as follows:

  Year ended

28 February

2010

£’000

  Year ended

28 February

2009
£’000

Net realised gain on disposal     (140)     178
Increase/(decrease) in unrealised appreciation 898 (5,853)
   
758 (5,675)

10. Venture capital investments

A full list of investments held is disclosed under Investment Portfolio.

11. Significant interests

The Company did not hold more than 10% of the allotted equity share capital of any class of any investee company.

12. Debtors

  Year ended

28 February

2010

£’000

  Year ended

28 February

2009
£’000

Uninvested funds with broker:        
MD Barnard & Co Ltd
334 266

13. Creditors: amounts falling due within one year

  Year ended

28 February

2010

£’000

  Year ended

28 February

2009
£’000

Trade creditors and accruals     24     14
UK Corporation Tax - -
   
24 14

14. Share capital

  Year ended

28 February 2010
£’000

  Year ended

28 February 2009
£’000

       
Authorised
15,000,000 ordinary shares of 10p each 1,500 1,500
   
Allotted, called up and fully paid
9,757,199 (8,464,500) ordinary shares of 10p 975 915

On 23 March 2009 the company issued 610,000 10p ordinary shares fully paid for 55p each.

15. Reserves

  Share Premium account   Capital realised   Capital unrealised   Revenue reserve
£’000 £’000 £’000 £’000
As at 1 March 2009 8,236 2,831 (7,201) 18
Share issue 270 - - -
Realised gains on disposals - 210 - -
Unrealised losses - - 548 -
Net revenue - - - 32
Investment management fee - (49) - -
Corporate taxation - - (26) 26
Dividends paid - - - (18)
Transfer of unrealised gains/(losses) to Capital realised reserve on disposal of investment - (868) 868 -
At 28 February 2010 8,506 2,124 (5,811) 58

16. Reconciliation of movements in shareholders’ funds

      £’000
At 1 March 2009 4,799
Share issue 330
Return on ordinary activities after tax 741
Dividend paid (18)
At 28 February 2010

5,852

17. Net asset value per share

Net asset value per share is based on net assets at 28 February 2009 of £5,852,422 (28 February 2009 of £4,799,036) and on a weighted average of 9,713,747 and 9,050,248 ordinary shares in issue at those dates respectively.

18. Net cash outflow from operating activities

  Year ended
28 February

2010

£’000

  Year ended

28 February

2009

£’000

Operating activity
Operating profit 741 (5,571)
Profit on sale of investments (210) (178)
Investment income (85) (154)
Unrealised losses/(gains) on investments (548) 5,853
(Decrease)/increase in creditors 10 (10)
________ ________
(92) (60)
======= =======

19. Risk management and financial instruments

A statement of the company’s principal objectives is given on page 1. In order to achieve these objectives the company invests its funds primarily in qualifying holdings in unlisted companies and companies traded on AIM, which by their nature may entail a higher degree of risk than investments in large listed companies. The company has not entered into any derivative transactions, and does not expect to do so in the foreseeable future. As a Venture Capital Trust, the company invests in securities for the long term, and it is the company’s policy that no trading in investments or other financial instruments shall be undertaken.

Market price risk

The main risks arising from the company’s investing activities are market price risk, representing the uncertain realisable values of the company’s investments. The directors aim to limit the risk attaching to the portfolio as a whole by careful selection of investments and by maintaining a wide spread of investments in terms of financing stage, industry sector and geographical location.

New Century AIM VCT plc
Notes to the Financial
Statements
for the year to 28 February 2010

19. Risk management and financial instruments (continued)

Interest rate risk

The company finances its activities through retained profits including realisable capital profits, and through the issue of equity shares. It has not entered into any borrowings. The company’s investment portfolio includes investments in interest bearing securities in investee companies and in other fixed interest securities. Details of interest bearing assets are given below under Financial assets.

Liquidity risk

There is liquidity risk associated with unquoted investments, which are not readily realisable.

Credit risk

Credit risk is the risk of a borrower defaulting on either an interest payment or the capital sum of a loan. The company has not made any loans to investee companies.

Currency risk

The company’s assets and liabilities are denominated in sterling.

Financial assets

The interest rate profile of the company’s financial assets is set out below:

  Year ended

28 February

2010
£’000

  Year ended

28 February

2009
£’000

       
Floating rate 334 266
Fixed rate - 250
Non-interest bearing 5,542 4,297
   
5,876

4,813

Fixed rate assets

Year ended

28 February

2010

£’000

 

Year ended

28 February

 2009

£’000

 

Weighted average interest rate

-

2.5%

Weighted average years to maturity

-

 

1

Floating rate financial assets comprise cash held on deposit and investments in liquidity funds. The benchmark rate for these investments is the UK bank base rate.

Non-interest bearing financial assets comprises equity share and non-equity share investments in investee companies, cash held on non-interest bearing deposit and debtors.

Fair values

The investments of the company are valued by the directors in accordance with the guidelines issued by the British Venture Capital Association, and the carrying values are considered to approximate the fair value of the investments.

20. Related party transactions

New Century AIM VCT plc is managed by M D Barnard & Co. Limited. Details of the relationship and transactions with the related party are included in note 3.

21. Capital commitments

There were no investments which were approved at the year end but which had not completed.

22. Control

New Century AIM VCT plc is not under the control of any one party or individual.

23. Post balance sheet events

Subsequent to the year end the following company in the company’s investment portfolio went into administration:

Investment   Valuation at

28 February 2010

£’000

Air Touring plc 227

As the company went into administration following the year end the permanent diminution in value has been treated as a non-adjusting event.

On 13 April 2010 the company announced that in connection with a top up offer for subscription, it allotted on 1st April, 2010, 407,290 ordinary shares of 10p each at a price of 63.1p per share, and on the 9th April, 2010, 369,840 shares at a price of 63p per share.

Following this announcement, the issued share capital of the company was 10,534,329 ordinary shares, each with voting rights.

New Century AIM VCT plc
Shareholder Information
for the year to 28 February 2010

The Company

New Century AIM VCT PLC was incorporated on 4 February 2005. In March 2005, the company obtained a listing on the London Stock Exchange. A total of £8.465 million was raised (before expenses) through an offer for subscription of new ordinary shares at 100p. The company has now reached the end of its provisionally approved period and now complies with the full requirements for approval.

The Investment Manager

New Century AIM VCT PLC is managed by M D Barnard & Company Limited, an independent fund management company based in Laindon, Essex. M D Barnard & Company currently manages or advises investment trust, unit trust and venture capital funds totalling approximately £30 million including New Century AIM VCT PLC.

Venture Capital Trusts

Venture Capital Trusts (VCTs) were introduced in the Finance Act 1995 and are intended to provide a means whereby individual investors can invest in small unquoted trading companies in the UK, with incentives in the form of a number of tax benefits. Investors subscribing for new shares in a VCT are currently entitled to claim Income Tax relief of 30% on their investment, irrespective of their marginal rate (up to a maximum of £200,000 per tax year). The tax relief cannot exceed the amount which reduces an investor's Income Tax liability to nil. In addition, all dividends paid by VCTs are tax free and disposals of VCT shares are not subject to Capital Gains Tax. Conversely, losses on VCT shares are not allowable to offset against taxable gains.

The company has now reached the end of its provisionally approved period and now complies with the full requirements for approval. In order to maintain its approval the company must comply with certain requirements on a continuing basis; in particular, within three years from the date of provisional approval at least 70% by value of the company’s investments must comprise “qualifying holdings”, of which at least 30% by value must be in eligible ordinary shares.

As with investment trusts, capital gains accruing to VCTs are not chargeable gains for UK Corporation Tax purposes.

Financial calendar

Annual General Meeting     July 2010
Interim report for six months to 31 August 2010 published October 2010
Preliminary announcement of results for the year to 28 February 2011 June 2011
Annual General Meeting 2010 July 2011

Share price

The mid-market price of shares in New Century AIM VCT PLC is available daily on the London Stock Exchange website (www.londonstockexchange.com).

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New Century AIM VCT (NCA)
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