Final Results
NEW CENTURY AIM VCT PLC
New Century AIM VCT plc | Â |
28th February
2013 |
|||
Report and Accounts for the year to 28th February 2013 | Â |
Financial Summary | Â | Â | Â | 1 | |
Investment Objective | 1 | ||||
Chairman's Statement | 2 | ||||
Details of Directors | 3 | ||||
Management and Administration | 4 | ||||
Directors | 5 | ||||
Investment Manager’s Review | 6 | ||||
Investment Portfolio | 7 | ||||
Top Ten Investments | 11 | ||||
Directors' Report | 12 | ||||
Directors’ Remuneration Report | 15 | ||||
Corporate Governance | 17 | ||||
Independent Auditors' Report | 20 | ||||
Income Statement | 22 | ||||
Balance Sheet | 23 | ||||
Cash Flow Statement | 24 | ||||
Notes to the Financial Statements | 25 | ||||
Shareholder Information | 34 | ||||
Notice of Annual General Meeting | 35 |
Financial Summary
 |
 |
Year ended
28 February 2013 |
 |
Year ended
29 February 2012 |
|
Revenue return per share (pence) for the year |
0.38 |
0.40 |
|||
Total return per share (pence) for the year |
4.73 |
-2.27 |
|||
Proposed dividends per share (pence) |
2.40 |
0.40 |
|||
Net asset value per share (pence) |
61.75 |
57.53 |
|||
Cumulative value of shareholder investment |
 67.17 |
 62.55 |
|||
Shareholders’ funds (£’000) |
6,629 |
6,164 |
Investment Objective
New Century AIM VCT PLC is a Venture Capital Trust (“VCTâ€) 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.
Chairman’s Statement
The year to 28th February 2013 was a good one for your fund with a 7.3% increase in net asset value to 61.75p per share. This was particularly gratifying given that the FTSE AIM Index declined by 10.2% over the same period.
Qualifying investments have declined to 75.82% of the portfolio, reflecting the high cash balances that have been built up in preparation for the share buy back. Cash assets are non-qualifying and when the cash for the buy back is paid out, the level of the qualifying investments as a percentage of cost of the portfolio will rise again.
For some time, we have been concerned at the lack of liquidity in the secondary market and the low share price in relation to the net asset value of the shares. To give shareholders the opportunity to dispose of some of their shareholding at a discount of just 5% to the net asset value, we decided to implement a buy back of 10% of the issued share capital. The buy-back took place just after the fund’s year end.
Our revenue, at £40,000 showed a slight decline on last year but we propose to pay an unchanged revenue dividend of 0.4p per share. In view of the capital profits we have made during the year, we have decided to pay a further 2p per share capital dividend. We propose to pay the total 2.4p dividend on the 13th September, 2013 to shareholders on the register on the 16th August, 2013 with an ex dividend date of the 14th August, 2013.
We remain concerned about the outlook for the world economies and will thus continue to take a cautious stance towards investment. Our investment managers will be trying their utmost to produce a further gain in net asset value in the current year and we will endeavour to pay out rising dividends and further buy backs.
Since the year end, the AIM market has continued to weaken though the asset value of your fund is holding up well. As at the 12th June, 2013, the net asset value per share was 60.2p.
I would like to thank the investment managers who have started to make progress in rebuilding the net asset value of the fund. I would also like to thank my co directors who have continued to work for the company without payment.
Annual General Meeting
The AGM will be held at 11.30am on the 19th August, 2013 at 17-21 New Century Road, Laindon, Essex, SS15 6AG. I look forward to welcoming those shareholders who are able to attend.
Geoffrey Gamble
Chairman
27th June, 2013
Details of Directors
Michael Barnard (Aged 62)
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. 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 53)
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 67)
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 63)
Ian has a BSc 1st degree in electronics and was involved in the early development of computers at Burroughs Machines. He is currently a consultant radiologist to the NHS Trust.
Management and Administration
Registered Office & Registered Number | Â | Â |
7th Floor,
52-54 Gracechurch Street London EC3V 0EH |
|
 | ||||
Company Secretary |
Graham Urquhart 7th Floor, 52-54 Gracechurch Street London EC3V 0EH |
|||
 | ||||
Registrar |
Neville Registrars Limited Neville House 18 Laurel Lane Halesowen West Midlands B63 3DA |
|||
 | ||||
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 |
Directors
Geoffrey Gamble (Chairman)
Michael David Barnard
Peter William
Riley
Ian Cameron-Mowat
All directors are non-executive.
Audit Committee:
Geoffrey Gamble (Chairman)
Peter William Riley
Ian
Cameron-Mowat
Investment Manager’s Review
Whilst we are pleased that the fund has outperformed the FTSE AIM Index during the year, we still feel that there is much more hard work ahead to not only try and grow the capital value of your fund, but to also increase the income stream it generates through dividend payments.
We made eight new or additional VCT qualifying investments purchasing shares in Inspired Energy plc, Venn Life Sciences, DP Poland plc, Eco City Vehicles plc, Cyan Holdings, Modern Water plc, Microsaic Systems and Eden Research. We also purchased twenty six different companies shares where we felt that they were undervalued.
Boomerang Plus and General Medical Clinics were both sold as the result of cash take overs. We were disappointed that these companies were taken over as we continued to believe their prospects would improve and as they were both VCT qualifying holdings, we needed to find further suitable investments to replace them to maintain the 70% qualifying rule.
Angel Biotech and Music Festivals plc both appointed Administrators within the period as they suffered adverse trading and an inability to seek additional funding.
In the second half of the year we started to sell a lot of shares within the fund to ensure that we had sufficient cash resources to meet the buy back that the Directors were planning to undertake.
We are mindful of the need to maintain and increase the amount of qualifying holdings above 70% and continuously look to find such opportunities. We reject many of the Companies that present themselves at fund raisings as we do not deem them suitable for the fund. As confidence is returning to the Stock Markets, we are noticing more Companies looking to raise funds through the issue of equity, either by listing on AIM as an initial public offering, or through existing quoted Companies seeking additional capital to make acquisitions or fund further expansion.
We are encouraged at the action of the Directors in restructuring the fund to allow share buy backs and to also target better dividend payments in the future. We feel that this will allow shareholders to sell their holdings should they wish to over a period of time, but also reward those that keep their shares with tax free dividends.
The Governments decision to withdraw Stamp Duty on the purchase of AIM shares from April 2014 will hopefully provide an additional boost to shares held within this index.
We remain cautiously optimistic for the future, and hope to report further progress in twelve months time.
Michael Barnard
27 June, 2013
Investment Portfolio
Security | Â | Cost | Â | Valuation | Â | % | Â | % | |
 |  | £ |  |
28/02/2013 - £ |
 | Cost |  | Valuation | |
Qualifying Investments | 8,201,703 | 4,042,324 | 75.82 | 60.65 | |||||
Non-qualifying Investments | 1,541,645 | Â | 1,548,479 | Â | 14.25 | Â | 23.23 | ||
9,743,348 | 5,590,803 | 90.07 | 83.88 | ||||||
Uninvested funds | 1,074,178 | Â | 1,074,178 | Â | 9.93 | Â | 16.12 | ||
10,817,526 | Â | 6,664,981 | Â | 100.00 | Â | 100.00 | |||
Qualifying Investments | |||||||||
AIM quoted | |||||||||
Tristel plc | 245,872 | 138,578 | 2.27 | 2.08 | |||||
PHSC plc | 182,910 | 80,500 | 1.69 | 1.21 | |||||
DCD Media plc | 562,800 | 11,050 | 5.20 | 0.17 | |||||
Legion Group plc | 175,875 | - | 1.63 | 0.00 | |||||
K3 Business Technology Group | 90,360 | 105,894 | 0.83 | 1.59 | |||||
Belgravium Technologies | 281,400 | 75,000 | 2.60 | 1.13 | |||||
ILX Group | 753,750 | 78,750 | 6.97 | 1.18 | |||||
Lighthouse Group plc | 203,513 | 56,250 | 1.88 | 0.84 | |||||
AT Communications Group | 422,100 | - | 3.90 | 0.00 | |||||
Invocas Group plc | 100,400 | 8,550 | 0.93 | 0.13 | |||||
Jelf Group plc | 157,132 | 123,900 | 1.45 | 1.86 | |||||
Relax Group | 135,675 | - | 1.25 | 0.00 | |||||
Vianet Group | 40,175 | 30,875 | 0.37 | 0.46 | |||||
HML Holdings plc | 351,549 | 186,000 | 3.25 | 2.79 | |||||
Sinclair Pharma | 211,050 | 211,586 | 1.95 | 3.17 | |||||
Western & Oriental plc | 502,500 | - | 4.65 | 0.00 | |||||
Sport Media Group | 125,625 | - | 1.16 | 0.00 | |||||
Environ Group plc | 704,900 | - | 6.52 | 0.00 | |||||
Kurawood plc | 150,750 | - | 1.39 | 0.00 | |||||
Fishworks plc | 180,900 | - | 1.67 | 0.00 | |||||
Optare plc | 50,753 | 741 | 0.47 | 0.01 | |||||
Advanced Computer Software | 263,963 | 1,363,463 | 2.44 | 20.46 | |||||
Cyan Holdings plc | 250,792 | 244,901 | 2.32 | 3.67 | |||||
Marechale Capital plc | 202,005 | 25,000 | 1.87 | 0.38 | |||||
Lombard Risk Management | 24,120 | 55,500 | 0.22 | 0.83 | |||||
Savile Group | 126,254 | 13,125 | 1.17 | 0.20 | |||||
Winkworth plc | 72,360 | 76,500 | 0.67 | 1.15 | |||||
Green Compliance plc | 100,627 | 3,150 | 0.93 | 0.05 | |||||
Bango plc | 43,215 | 226,000 | 0.40 | 3.39 | |||||
Cupid plc | 155,272 | 335,394 | 1.44 | 5.03 | |||||
Kennedy Ventures | 70,350 | 250 | 0.65 | 0.00 | |||||
Eco City Vehicles | 187,763 | 29,716 | 1.74 | 0.45 | |||||
Corac Group plc | 109,278 | 101,476 | 1.01 | 1.52 | |||||
Brady plc | 41,805 | 66,270 | 0.39 | 0.99 | |||||
Angel Biotech | 101,533 | 15,460 | 0.94 | 0.23 | |||||
Music Festivals plc | 68,089 | - | 0.63 | 0.00 | |||||
Inspired Energy | 131,161 | 184,928 | 1.21 | 2.77 | |||||
Microsaic Systems | 20,104 | 20,000 | 0.19 | 0.30 | |||||
Venn Life Sciences | 65,328 | 65,000 | 0.60 | 0.98 | |||||
DP Poland | 20,113 | 34,684 | 0.19 | 0.52 | |||||
Eden Research | 15,079 | 15,833 | 0.14 | 0.24 | |||||
Modern Water | 50,253 | 58,000 | 0.46 | 0.87 | |||||
 |
 |
 |
 |
 |
|||||
7,749,453 | Â | 4,042,324 | Â | 71.64 | Â | 60.65 | |||
ISDX Markets quoted |
|||||||||
Air Touring | 201,000 | Â | - | Â | 1.86 | Â | 0.00 | ||
201,000 | Â | - | Â | 1.86 | Â | 0.00 | |||
Unlisted Investments | |||||||||
Air Touring Group plc | 251,250 | Â | - | Â | 2.32 | Â | 0.00 | ||
251,250 | Â | - | Â | 2.32 | Â | 0.00 | |||
 |  |  |  |  |  |  | |||
Total qualifying investments | 8,201,703 | Â | 4,042,324 | Â | 75.82 | Â | 60.65 |
Security | Â | Cost | Â | Valuation | Â | % | Â | % | |
 |  | £ |  | 28/02/2013 - £ |  | Cost |  | Valuation | |
Non-qualifying Investments | |||||||||
AIM quoted | |||||||||
Commodity Growth plc | 150,750 | 37,500 | 1.39 | 0.56 | |||||
STM Group plc | 43,658 | 28,565 | 0.40 | 0.43 | |||||
Sanderson Group | 66,615 | 95,400 | 0.62 | 1.43 | |||||
Eco City Vehicles | 62,258 | 158,606 | 0.58 | 2.38 | |||||
Rotala plc | 70,008 | 85,500 | 0.65 | 1.28 | |||||
Motivcom | 25,471 | 34,650 | 0.24 | 0.52 | |||||
First Derivatives plc | 19,797 | 40,250 | 0.18 | 0.61 | |||||
Tristel plc | 60 | 22 | 0.00 | 0.00 | |||||
K3 Business Technology Group | 131 | 106 | 0.00 | 0.00 | |||||
Bango plc | 291 | 452 | 0.00 | 0.01 | |||||
China Food Co plc | 65,969 | 35,650 | 0.61 | 0.53 | |||||
2Ergo Group | 28,583 | 3,075 | 0.27 | 0.05 | |||||
In-Deed Online | 133,812 | 79,250 | 1.24 | 1.19 | |||||
Networkers International | 25,014 | 28,700 | 0.23 | 0.43 | |||||
Renew Holdings | 20,764 | 26,100 | 0.19 | 0.39 | |||||
Numis Corp | 16,570 | 31,500 | 0.15 | 0.48 | |||||
Hightex | 21,676 | 26,100 | 0.20 | 0.39 | |||||
Nature Group | 26,637 | 15,500 | 0.25 | 0.23 | |||||
Probability plc | 14,952 | 13,500 | 0.14 | 0.20 | |||||
Alliance Pharma | 21,368 | 26,000 | 0.20 | 0.39 | |||||
Avingtrans | 14,639 | 22,770 | 0.14 | 0.34 | |||||
32 RED plc | 9,055 | 12,438 | 0.09 | 0.19 | |||||
Gable Holdings | 12,112 | 25,000 | 0.11 | 0.38 | |||||
Lombard Risk Management | 131 | 93 | 0.00 | 0.00 | |||||
Cupid plc | 218 | 130 | 0.00 | 0.00 | |||||
Brady plc | 106 | 94 | 0.00 | 0.00 | |||||
Cyan Holdings plc | 130 | 114 | 0.00 | 0.00 | |||||
Litebulb Group | 13,279 | 20,100 | 0.12 | 0.30 | |||||
 |  |  |  |  |  |  | |||
864,054 | Â | 847,165 | Â | 7.98 | Â | 12.70 |
Security | Â | Cost | Â | Valuation | Â | % | Â | % | |
 |  | £ |  | 28/02/2013 - £ |  | Cost |  | Valuation | |
UK Listed | Â | Â | Â | Â | Â | Â | Â | Â | |
Investec | 202,821 | 85,000 | 1.87 | 1.28 | |||||
Premier Farnell | 44,542 | 45,000 | 0.41 | 0.68 | |||||
Diploma plc | 35,927 | 122,500 | 0.33 | 1.84 | |||||
4Imprint Group | 26,955 | 64,312 | 0.25 | 0.96 | |||||
British American Tobacco | 44,189 | 68,690 | 0.41 | 1.03 | |||||
Aviva plc | 22,268 | 17,840 | 0.21 | 0.27 | |||||
HSBC | 21,955 | 25,599 | 0.20 | 0.38 | |||||
KCOM Group | 25,983 | 26,758 | 0.24 | 0.40 | |||||
Tullett Prebon | 18,010 | 13,990 | 0.17 | 0.21 | |||||
Vodafone | 25,256 | 24,825 | 0.23 | 0.37 | |||||
BP | 22,426 | 22,285 | 0.21 | 0.33 | |||||
Imperial Tobacco | 23,763 | 23,900 | 0.22 | 0.36 | |||||
Marstons plc | 15,054 | 21,060 | 0.14 | 0.32 | |||||
Trifast | 14,763 | 18,550 | 0.14 | 0.28 | |||||
 |  |  |  |  |  |  | |||
543,912 | Â | 580,309 | Â | 5.03 | Â | 8.71 | |||
 | |||||||||
Unlisted Investments | |||||||||
MHG ordinary shares | 18,095 | 7,800 | 0.17 | 0.12 | |||||
MHG 14% 2012 | 45,228 | 42,750 | 0.42 | 0.64 | |||||
MHG 14% 2012 | 45,228 | 42,750 | 0.42 | 0.64 | |||||
MHG 10% 2013 | 25,128 | 23,750 | 0.23 | 0.36 | |||||
Cyan plc | - | Â | 3,955 | Â | 0.00 | Â | 0.06 | ||
133,679 | Â | 121,005 | Â | 1.24 | Â | 1.82 | |||
 |  |  |  |  |  |  | |||
Total non-qualifying investments | 1,541,645 | Â | 1,548,479 | Â | 14.25 | Â | 23.23 |
Top Ten Investments
Security | Â | Cost | Â | Valuation | Â | % | Â | % | |
 |  | £ |  | 28/02/2013 - £ |  | Cost |  | Valuation | |
 | |||||||||
Advanced Computer Software | 263,963 | 1,363,463 | 2.44 | 20.46 | |||||
Cupid plc | 155,272 | 335,394 | 1.44 | 5.03 | |||||
Cyan Holdings plc | 250,792 | 244,901 | 2.32 | 3.67 | |||||
 | |||||||||
Bango plc | 43,215 | 226,000 | 0.40 | 3.39 | |||||
 | |||||||||
Sinclair Pharma | 211,050 | 211,586 | 1.95 | 3.17 | |||||
 | |||||||||
HML Holdings plc | 351,549 | 186,000 | 3.25 | 2.79 | |||||
 | |||||||||
Inspired Energy | 131,161 | 184,928 | 1.21 | 2.77 | |||||
 | |||||||||
Eco City Vehicles | 62,258 | 158,606 | 1.60 | 2.38 | |||||
Tristel plc |
245,872 |
138,578 |
2.27 |
2.08 |
|||||
 | |||||||||
Jelf Group plc | 157,132 | 123,900 | 1.45 | 1.86 |
The investments tabulated above are expressed as a percentage of the company’s investment portfolio including uninvested cash.
Directors’ Report
The directors present their report and the audited financial statements for the year to 28 February 2013.
Activities and status
The principal activity of the company during the year 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 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.
Principal risks and uncertainties
The company invests its funds primarily in unlisted companies and companies traded on AIM, which entail a higher degree of risk than investments in large listed companies. The main risk, therefore, arising from the company’s activities is market price risk, representing the uncertain realisable values of the company’s investments. Please refer to note 19 to these accounts which gives a detailed review of the company’s risk management.
Results and dividend
 |
Year to
28 February 2013 |
 |
Year to 29 February 2012 |
||||||
Revenue | Â | Capital | Revenue | Â | Capital | ||||
£’000 | £’000 | £’000 | £’000 | ||||||
Return on ordinary activities after taxation |
41 | 467 |
43 |
(287) |
|||||
 |  |  |  | ||||||
Appropriated as follows: | |||||||||
 | |||||||||
Interim dividend paid | |||||||||
 | |||||||||
Revenue – nil p | - | - | - | - | |||||
 | |||||||||
Capital – nil p | - | - | - | - | |||||
 | |||||||||
Final dividend paid in respect of prior period | |||||||||
Revenue – 0.4p (0.18p) per share | (43) | - | (19) | - | |||||
Capital – nil p per share | - | - | - | - | |||||
 | |||||||||
 |  |  |  | ||||||
Transfers to reserves | (2) | 467 | 24 | (287) |
The directors propose a final revenue dividend of 0.4p per share and a final capital dividend of 2.0p per share for the year ended 28 February 2013 to be paid on 13 September 2013 to shareholders on the register at 16 August 2013.
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 2013 |
 |
Year ended
29 February 2012 |
||
 Michael David Barnard Geoffrey Gamble Peter William Riley Ian Cameron-Mowat |
 2,746,963 33,000 43,000 - |
 2,746,963 33,000 43,000 111,549 |
All of the directors’ share interests shown above are held beneficially.
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 Riley, 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 “Managementâ€, 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 27 June 2013 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 Nigel Shanks |
3,070,639
400,000 400,000 400,000 394,533 |
27.19%
3.7% 3.7% 3.7% 3.7% |
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 pages 35 and 36.
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 | Â | Â | 27 June 2013 |
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 19 August 2013.
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 29 February 2012 and 28 February 2013 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
Corporate Governance
The directors support the relevant principles of the UK Corporate Governance Code issued in June 2010 by the Financial Reporting Council, being the principles of good governance and the code of best practice as set out in the Main Principles of the Code annexed to the Listing Rules of the Financial Conduct Authority.
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 | Â | 2 Audit Committee meetings | |
All directors attended all meetings with the exception of Mr Cameron-Mowat on three occasions. | All members attended with the exception of Mr Cameron-Mowat on one occasion. |
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 Conduct Authority and the directors have an opportunity to review their own auditors’ review of their financial controls.
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 Governance 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 19, and a statement by the auditors about their reporting responsibilities is set out in the Auditors’ Report on page 20.
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 fifty-two Governance Code provisions throughout the accounting year. The Comply or Explain Section of the Governance 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 2013 with the provisions set out in Sections A to E of the Governance 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 Governance Code issued in June 2010. The board consider that Messrs. Gamble, Riley 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 Governance 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 Governance 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:
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.
Independent Auditors’ Report to the members of New Century AIM VCT plc
We have audited the financial statements of New Century AIM VCT plc for the year ended 28 February 2013 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 with 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 19, 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 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/private.cfm.
Opinion on financial statements
In our opinion the financial statements:
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
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:
Under the Listing Rules we are required to review:
Colin Jones (Senior statutory auditor) for and on behalf of UHY Hacker Young
Chartered Accountants
Statutory Auditors
UHY Hacker Young
Quadrant House
4
Thomas More Square
London, E1W 1YW
Income Statement (incorporating the revenue account)
for the year to 28 February 2013
 |  |
Year ended 28 February 2013 |
 |
Year ended 29 February 2012 |
|||||||||||
Notes |
Revenue £’000 |
 |
Capital £’000 |
 |
Total £’000 |
Revenue £’000 |
 |
Capital £’000 |
 |
Total £’000 |
|||||
 | |||||||||||||||
Gains/(losses) on investments | |||||||||||||||
- realised | - | 277 | 277 | - | 71 | 71 | |||||||||
- unrealised | - | 239 | 239 | - | (310) | (310) | |||||||||
Income | 2 | 102 | - | 102 | 94 | - | 94 | ||||||||
Investment management fee | 3 | (16) | (49) | (65) | (15) | (48) | (63) | ||||||||
Other expenses | 4 | (45) | - | (45) | (36) | - | (36) | ||||||||
________ | ________ | ________ | ________ | ________ | ________ | ||||||||||
Return on ordinary activities before taxation |
41 |
467 |
508 |
43 |
(287) |
(244) |
|||||||||
Tax (charge)/credit on ordinary activities |
 6 |
 - |
 - |
 - |
 - |
 - |
 - |
||||||||
________ | ________ | ________ | ________ | ________ | ________ | ||||||||||
Return on ordinary activities after taxation |
 |
41 |
467 |
508 |
43 |
(287) |
(244) |
||||||||
======= | ======= | ======= | ======= | ======= | ======= | ||||||||||
 | |||||||||||||||
Return per ordinary share (pence) |
8 |
0.38 |
4.35 |
4.73 |
0.40 |
(2.67) |
(2.27) |
||||||||
======= | ======= | ======= | ======= | ======= | ======= |
The notes on pages 25 to 33 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.
Balance Sheet
at 28 February 2013
 |
 |
  Note |
 |
Year ended 28 February 2013 £’000 |
 |
Year ended
29 February 2012 £’000 |
|||||
 |  |  |  | ||||||||
Fixed assets | |||||||||||
Investments | 9 | 5,591 | 6,074 | ||||||||
 | |||||||||||
Current assets | |||||||||||
Debtors | 12 | 1,074 | 115 | ||||||||
 | |||||||||||
Current liabilities | |||||||||||
Creditors: amounts falling due within one year | 13 |
(36) |
(25) |
||||||||
 | |||||||||||
 |  | ||||||||||
6,629 | 6,164 | ||||||||||
 |  | ||||||||||
Capital and reserves | |||||||||||
Called up share capital | 14 | 1,073 | 1,073 | ||||||||
Share premium | 15 | - | 9,003 | ||||||||
Capital reserve – realised | 15 | 682 | 2,144 | ||||||||
Capital reserve – unrealised | 15 | (3) | (6,100) | ||||||||
Revenue reserve | 15 | 4,877 | 44 | ||||||||
 | |||||||||||
 | |||||||||||
 |  | ||||||||||
Total equity shareholders’ funds | 16 | 6,629 | 6,164 | ||||||||
 | |||||||||||
Net asset value per ordinary share |
17 |
62p |
57p |
The financial statements on pages 22 to 33 were approved by the Board of directors on 27 June 2013 and were signed on its behalf by:
Michael Barnard
Director
The notes on pages 25 to 33 form an integral part of these financial statements.
Cash Flow Statement
for the year to 28 February 2013
 |
Note |
 |
Year ended 28 February 2013 £’000 |
 |
Year ended
29 February 2012 £’000 |
||||||||
 |  | ||||||||||||
Net cash outflow from operating activities | 18 | (99) | (99) | ||||||||||
 | |||||||||||||
Returns on investments | |||||||||||||
Interest received | 10 | 5 | |||||||||||
Investment income | 92 | 89 | |||||||||||
102 | 94 | ||||||||||||
 | |||||||||||||
UK Corporation Tax paid | - | - | |||||||||||
 | |||||||||||||
Dividend paid | (43) | (19) | |||||||||||
 | |||||||||||||
Capital expenditure & financial investment | |||||||||||||
Sale of investments | 1,727 | 1,033 | |||||||||||
Purchase of investments | (728) | (1,337) | |||||||||||
 | |||||||||||||
Net cash inflow/(outflow) for capital expenditure & financial investment |
999 |
(304) |
|||||||||||
 |  | ||||||||||||
Net cash inflow/(outflow) | 959 | (328) | |||||||||||
Share issue |
 |
||||||||||||
Ordinary shares | - | 111 | |||||||||||
 |  | ||||||||||||
Increase/(decrease) in uninvested funds with broker | 959 | (217) |
The notes on pages 25 to 33 form an integral part of these financial statements.
Notes to the Financial Statements for the year to 28 February 2013
1. Accounting policies
General
The financial statements have been prepared in accordance with applicable United Kingdom law and United Kingdom Accounting Standards (UK Generally Accepted Accounting Practice) and the Statement of Recommended Practice “Financial Statements of Investment Trust Companiesâ€. The accounts have been prepared under the historical cost convention, as modified to include the revaluation of fixed asset investments.
Investments
Listed, AIM or ISDX 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 (“BVCAâ€) 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.
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 | 29 February | ||||||||
2013 | 2012 | ||||||||
£’000 | £’000 | ||||||||
 |  |  |  | ||||||
Interest receivable | |||||||||
- listed fixed interest securities | 9 | 4 | |||||||
- bank deposits and liquid funds | 1 | 1 | |||||||
 | |||||||||
10 | 5 | ||||||||
Dividends receivable | 92 | 89 | |||||||
 |  | ||||||||
Investment income | 102 | 94 |
3. Investment management fees
 |
Year ended
28 February 2013 |
 |
Year ended
29 February 2012 |
||||||
Revenue
£’000 |
 |
Capital £’000 |
Revenue
£’000 |
 |
Capital £’000 |
||||
 | |||||||||
Investment management fees | 16 |
49 |
15 | 48 |
MD Barnard & Company Limited ( “MDBâ€) 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 2013 £’000 |
 |
Year ended
29 February
2012 |
||||||
 |  |  |  | ||||||
Administrative and secretarial services | 25 | 10 | |||||||
Auditors’ remuneration | |||||||||
-
for audit services |
9 | 9 | |||||||
- for tax services | 1 | 6 | |||||||
Regulatory fees | 10 | 10 | |||||||
Miscellaneous | - | 1 | |||||||
 |  | ||||||||
45 | 36 |
5. Directors’ remuneration
No remuneration has been paid or is payable for year to 28 February 2013, this is also true for the prior year.
6. Tax charge/(credit) on ordinary activities
 |
Year ended
28 February 2013 |
 |
Year ended
29 February 2012 |
||||||
Revenue
£’000 |
 |
Capital £’000 |
Revenue
£’000 |
 |
Capital £’000 |
||||
 | |||||||||
United Kingdom tax based on the taxable return for the year | - | - | - | - | |||||
 |  |  |  | ||||||
Factors affecting tax charge for the year | |||||||||
 | |||||||||
Return on ordinary activities before taxation | 41 | 467 | 43 | (287) | |||||
 |  |  |  | ||||||
Tax on above at the small company rate of 20% (2012: 20%) | 8 | 93 | 9 | (57) | |||||
 | |||||||||
UK dividends not subject to corporation tax | (18) | - | (18) | - | |||||
Capital loss on investment | - | (104) | - | 32 | |||||
Non allowable expenses | 2 | - | - | - | |||||
Unutilised losses | 8 | 11 | 9 | 25 | |||||
Prior year adjustments | - | - | - | - | |||||
 |  |  |  | ||||||
Current tax charge/(credit) for the year | - | - | - | - |
At the balance sheet date, the company has unused tax losses available for offset against suitable future gains. A deferred tax asset of £179,000 (2012: £175,000) has not been recognised in respect of such losses due to the unpredictability of suitable future gains.
7. Dividends
 |
Year ended
28 February 2013 £’000 |
 |
Year ended
29 February
2012 |
||||||
Interim dividend paid | Â | Â | - | Â | Â | - | |||
Final dividend paid in respect of previous year | 43 | 19 | |||||||
 |  | ||||||||
43 | 19 |
The directors propose a final revenue dividend of 0.4p per share and a final capital dividend of 2.0p per share for the year ended 28 February 2013 to be paid on 13 September 2013 to shareholders on the register at 16 August 2013.
8. Return per ordinary share
The revenue return, per ordinary share, is based on the net revenue on ordinary activities after taxation of £39,853 (2012: £43,222) and on 10,734,329 (2012: 10,715,949) 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 return of £466,841 (2012: loss £286,150) and on 10,734,329 (2012: 10,715,949) ordinary shares, being the weighted average number of ordinary shares in issue during the year.
9. Fixed asset investments
 |
Year ended
28 February 2013 £’000 |
 |
Year ended
29 February 2012 |
||||||
 |  |  |  | ||||||
UK Listed | 580 | 822 | |||||||
AIM | 4,890 | 5,094 | |||||||
ISDX Markets | - | 102 | |||||||
Unlisted | 121 | 56 | |||||||
 |  | ||||||||
5,591 | 6,074 |
Movements in investments, including realised and unrealised gains and losses, during the year are summarised as follows:
 |  | Year ended 28 February 2013 | |||||||||
Unlisted | UK listed | Â | AIM | Â | ISDX Mkts | Â | Total | ||||
£'000 | £'000 | £'000 | £'000 | £'000 | |||||||
Valuation at 1 March 2012 | 56 | 822 | 5,094 | 102 | 6,074 | ||||||
Purchases at cost | 50 | 108 | 570 | - | 728 | ||||||
Transfers | 45 | - | (45) | - | - | ||||||
Sales proceeds | (25) | (441) | (1,129) | (132) | (1,727) | ||||||
Realised gains/(losses) | - | 10 | 237 | 30 | 277 | ||||||
Unrealised gains/(losses) | (5) | 81 | 163 | - | 239 | ||||||
Valuation at 28 February 2013 | 121 | 580 | 4,890 | - | 5,591 | ||||||
 | |||||||||||
Cost at 1 March 2012 | 346 | 1,059 | 9,818 | 932 | 12,155 | ||||||
Purchases | 50 | 108 | 570 | - | 728 | ||||||
Transfers | 45 | - | (45) | - | - | ||||||
Sales proceeds | (25) | (441) | (1,129) | (132) | (1,727) | ||||||
Realised gains/(losses) | (31) | (183) | (600) | (599) | (1,413) | ||||||
Cost at 28 February 2013 | 385 | 543 | 8,614 | 201 | 9,743 |
9. Fixed asset investments (continued)
 |  | Year ended 29 February 2012 | |||||||||||
 | Unlisted |  | UK listed |  | AIM |  | ISDX Mkts |  | Total | ||||
£’000 | £'000 | £'000 | £'000 | £'000 | |||||||||
Valuation at 1 March 2011 | 132 | 522 | 5,181 | 174 | 6,009 | ||||||||
Purchases at cost | 45 | 367 | 925 | - | 1,337 | ||||||||
Sales proceeds | (60) | (39) | (904) | (30) | (1,033) | ||||||||
Realised gains/(losses) | (37) | (4) | 112 | - | 71 | ||||||||
Unrealised gains/(losses) | (24) | (24) | (220) | (42) | (310) | ||||||||
Valuation at 29 February 2012 | 56 | 822 | 5,094 | 102 | 6,074 | ||||||||
 | |||||||||||||
Cost at 1 March 2011 | 402 | 797 | 9,752 | 950 | 11,901 | ||||||||
Purchases | 45 | 367 | 925 | - | 1,337 | ||||||||
Sales proceeds | (60) | (39) | (904) | (30) | (1,033) | ||||||||
Realised gains/(losses) | (41) | (66) | 45 | 12 | (50) | ||||||||
Cost at 29 February 2012 | 346 | 1,059 | 9,818 | 932 | 12,155 |
The overall gain on investments for the years shown are in the Income Statement is analysed as follows:
 |
Year ended
28 February 2013 £’000 |
 |
Year ended
29 February
2012 |
||||||
Net realised gain on disposal | Â | Â | 277 | Â | Â | 72 | |||
Decrease in unrealised appreciation | 239 | (310) | |||||||
 |  | ||||||||
516 | (238) |
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 2013 £’000 |
 |
Year ended
29 February
2012 |
||||||
Uninvested funds with broker: | Â | Â | Â | Â | |||||
MD Barnard & Co Ltd | 1,074 | 115 |
13. Creditors: amounts falling due within one year
 |
Year ended
28 February 2013 £’000 |
 |
Year ended
29 February
2012 |
||||||
Trade creditors and accruals | Â | Â | 36 | Â | Â | 25 | |||
 |  | ||||||||
36 | 25 |
14. Share capital
 |
Year ended
28 February 2013 |
 |
Year ended
29 February 2012 |
||||||
 |  |  |  | ||||||
Authorised | |||||||||
15,000,000 ordinary shares of 10p each | 1,500 | 1,500 | |||||||
 |  | ||||||||
Allotted, called up and fully paid | |||||||||
10,734,329 (10,734,329) ordinary shares of 10p | 1,073 | 1,073 |
15. Reserves
 | Share Premium account |  | Capital realised |  | Capital unrealised |  | Revenue reserve | ||
£’000 | £’000 | £’000 | £’000 | ||||||
As at 1 March 2012 | 9,003 | 2,144 | (6,100) | 44 | |||||
 | |||||||||
Cancellation of Share Premium | (9,003) | 4,168 | 4,835 | ||||||
Realised gains on disposals | - | 277 | - | ||||||
Unrealised gains | - | - | 239 | - | |||||
Net revenue | - | - | - | 41 | |||||
Investment management fee | - | (49) | - | - | |||||
Corporate taxation | - | - | - | - | |||||
Dividends paid | - | - | - | (43) | |||||
Transfer of unrealised gains/(losses) to Capital | |||||||||
realised reserve on investment disposal | - | (1,690) | 1,690 | - | |||||
At 28 February 2013 | - | 682 | (3) | 4,877 |
On 25 January 2013 the Company, having received approval from the Court cancelled £9,003,000 of the Share Premium account, recognising a distributable reserve of £9,003,000.
16. Reconciliation of movements in shareholders’ funds
 |  |  |  |  | £’000 | ||
At 1 March 2012 |
6,164 |
||||||
 | |||||||
Return on ordinary activities after tax | 508 | ||||||
Dividend paid | (43) | ||||||
At 28 February 2013 |
6,629 |
17. Net asset value per share
Net asset value per share is based on net assets at 28 February 2013 of £6,628,385 (29 February 2012 of £6,164,627) divided by the 10,734,329 and 10,715,949 weighted average ordinary shares in issue at those dates respectively.
18. Net cash outflow from operating activities
 |
Year ended 28 February 2013 £’000 |
 |
Year ended
29 February 2012 £’000 |
||
Operating activity | |||||
Operating return | 508 | (244) | |||
Gain on sale of investments | (277) | (71) | |||
Investment income | (102) | (94) | |||
Unrealised losses on investments | (239) | 310 | |||
Increase in creditors | 11 | - | |||
________ | ________ | ||||
(99) | (99) | ||||
======= | ======= |
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.
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 exposure is limited to uninvested funds held with the investment manager and the fixed interest loan notes.
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
2013 |
Year ended
29 February
2012 |
||||||
 |  | ||||||
Floating rate | 1,074 | 115 | |||||
Fixed rate | 109 | 56 | |||||
Non-interest bearing | 5,482 | 6,018 | |||||
 |  | ||||||
6,665 | 6,189 | ||||||
 |  | ||||||
 | |||||||
Fixed rate assets |
Year ended
28 February
2013 |
Year ended
28 February
2011 |
|||||
 |  | ||||||
Weighted average interest rate | 13% | 8% | |||||
Weighted average years to maturity | 0.3 | 5.8 |
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
On 5 April 2013, the Company allotted 394,884 ordinary shares at a price of 61.79 pence per share. 323,676 of the allotted shares were to Michael Barnard, a Director of the Company.
On 14 May 2013 the Company completed a share buy-back for 1,112,921 ordinary shares at a price of 58.67 pence per share.
Shareholder Information
for the year to 28 February 2013
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 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 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 holdingsâ€, 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 2013 | Â | Â | Â | 19 August 2013 | |
Interim report for six months to 31 August 2013 published | October 2013 | ||||
Preliminary announcement of results for the year to 28 February 2014 | June 2014 | ||||
Annual General Meeting 2014 | August 2014 |
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).