Annual Financial Report

Unicorn AIM VCT plc ("the Company") Annual financial report announcement for the year ended 30 September 2011 Investment Objective The Company's objective is to provide Shareholders with an attractive return from a diversified portfolio of investments, predominantly in the shares of AIM quoted companies, by maximising the stream of dividend distributions to Shareholders from the income and capital gains generated by the portfolio. It is also the objective that the Company should continue to qualify as a Venture Capital Trust, so that Shareholders benefit from the taxation advantages that this brings. To achieve this at least 70% of the Company's total assets are to be invested in qualifying investments of which 30% by value must be in ordinary shares carrying no preferential rights to dividends or return of capital and no rights to redemption. Investment Policy In order to achieve the Company's Investment Objective, the Board has agreed an Investment Policy which requires the Investment Manager to identify and invest in a diversified portfolio, predominantly of VCT qualifying companies quoted on AIM that display a majority of the following characteristics: * experienced and well-motivated management; * products and services supplying growing markets; * sound operational and financial controls; and * good cash generation to finance ongoing development allied with a progressive dividend policy. Asset allocation and risk diversification policies, including maximum exposures, are to an extent governed by prevailing VCT legislation. Specific conditions for HMRC approval of VCTs include the requirement that no single holding may represent more than 15% (by value) of the Company's total investments and cash, at the date of investment. The Investment Manager is responsible for managing sector and stock specific risk and the Board does not impose formal limits in respect of such exposures. However, in order to maintain compliance with HMRC rules and to ensure that an appropriate spread of investment risk is achieved, the Board receives and reviews comprehensive reports from the Investment Manager and the Administrator on a monthly basis. When the Investment Manager proposes to make an investment in an unquoted company, the prior approval of the Board is required. Where capital is available for investment while awaiting suitable VCT qualifying opportunities, or in excess of the 70% VCT qualification threshold, it may be invested in collective investment funds or in non-qualifying shares and securities in smaller listed UK companies. To date the Company has operated without recourse to borrowing. The Board may however consider the possibility of introducing modest levels of gearing up to a maximum of 10% of the adjusted capital and reserves, should circumstances suggest that such action is in the interests of shareholders. Chairman's Statement I am pleased to present the tenth Annual Report of the Company for the financial year ended 30 September 2011. The period under review has been one of modest progress for your Company despite a progressively deteriorating economic outlook, the consequences of which were evident in very weak equity markets towards the end of the financial year. Audited net asset value per share as at 30 September 2011 was 103.34 pence per share and the total return for the financial year, after adding back dividends paid, was 3.1%. During the same period the FTSE All-Share Index lost 4.4% on a total return basis, whilst the FTSE AIM All-Share Index declined by 9.8%. The Company remains the largest AIM focused VCT in the market, with audited net assets as at 30 September 2011 of £60.45m. As anticipated at the time of the merger with Unicorn AIM VCT II plc, which was completed in March 2010, the total running costs of the Company reduced during the period. Total cost savings amount to approximately £350,000 this year compared to the last full financial year for each VCT before they were merged. As a result, the total expense ratio remains low by industry standards at 2.69% of total assets. The Board continues to buy back shares for cancellation from time to time. A total of 4.3m shares were purchased for cancellation during the course of the year at an average price of 97 pence per share. These shares were purchased at a discount to net assets of between 10% and 20%. Dividend payments of 4 pence per share totalling £2.38m were made to shareholders in respect of the year ended 30 September 2011 on 14 January 2011. During the year a total of £3.3m (net of expenses) was raised under an Offer for Subscription which closed on 30 June 2011. I would like to take this opportunity to welcome all new shareholders and to thank our existing shareholders for their continued support. The year under review started positively for both the Company and for equity markets generally as corporate profitability improved and developed economies appeared to be generating economic growth, however modest. Between October 2010 and early May 2011, the FTSE All-Share Index appreciated by just over 10%, and the net asset value of the Company increased by a similar amount. As summer progressed, however, concerns over the sustainability of global economic recovery began to re-emerge. The continuing sovereign debt crisis in the Eurozone, exceptionally high levels of borrowing in the US and signs of slowdown in emerging market economies have all contributed to a heightened sense of uncertainty. The problems caused by excessive levels of debt continue to affect all major global economies. The continued absence of a credible, coherent and politically acceptable financial rescue plan for the Greek economy is of particular concern and has been a notable contributor to the weak performance of equity markets in recent months At the time of writing, the threat that Greece might default on its sovereign debt obligations remains, despite several rounds of financial support from the European Central Bank and the International Monetary Fund. The almost inevitable consequence of such a default would be to trigger a domino effect amongst the other financially weak members of the European Union, which in turn could exacerbate the liquidity position of the major European banks. Between the start of July and the end of September 2011, the FTSE All-Share Index lost more than 13% in value, whilst the FTSE AIM All-Share Index fell by over 18%, wiping out all the gains made in the previous three quarters of the period under review. The declines in Europe were even more extreme, with the main German and French stock indices down by more than 28%. It therefore gives me some comfort to report that the performance of the investment portfolio has been relatively resilient in the face of this market turmoil, with net assets falling by 9.2% over the same three month period. The uncertain economic environment combined with increasingly volatile market conditions meant that it was a quiet year for Initial Public Offerings with only 78 UK companies listing on AIM in the 12 month period to 30 September 2011, of which relatively few were VCT qualifying. This compares with a peak of almost 400 admissions during 2005. Our Investment Manager maintains a highly selective approach to new investments and participated in four VCT qualifying opportunities in the period. Of these new investments, two were in companies new to AIM, whilst the other two took the form of secondary placings. In addition to these new investments, four qualifying follow-on investments were made in companies in which the Company already held a stake. In terms of disposals, M & A activity resulted in three qualifying companies being sold, and a partial disposal was made of Abcam through a series of secondary market trades. The non-qualifying portfolio continued to develop during the year with the Investment Manager making ten new investments, three follow-on investments, seven outright disposals and a number of partial disposals. In addition, one non-qualifying company was sold, following its acquisition by a trade buyer. Over the twelve months to 30 September 2011 there was a net gain on investments of £1.95 million and the total gain on ordinary activities after taxation was £ 1.41 million, the equivalent of 2.37 pence per share. The profit on the revenue account was £288,000. At the financial year end, the qualifying portfolio consisted of 55 holdings whilst the non-qualifying portfolio had grown to 33. The Company remains comfortably above one of the key thresholds required by HMRC, whereby 70% of total assets must be invested in VCT qualifying companies. At the financial year end, the Company held 77.4% (reflecting the tax value of investments as defined in the tax legislation), of its total investment assets in VCT qualifying companies. A detailed report on the performance of both the qualifying and the non-qualifying portfolios is contained in the Investment Manager's Review on pages 7 to 13 in the Annual Report and Accounts ("Annual Report"). The Board remains committed to a policy of maximising the stream of dividend distributions to shareholders from the income and capital gains generated by the portfolio. Since the original launch in 2001, shareholders have received in excess of £23m in tax free dividend distributions. The Board has now considered the payment of a final dividend for the financial year ended 30 September 2011. Despite the relatively modest income and capital gains made during the year, your Company retains significant distributable reserves and taking this into account, the Board is pleased to recommend a dividend of 5 pence per share. Finally, it is worth noting that your Investment Manager has this year been recognised by the wider investment community, winning five investment performance awards across a range of funds, whilst being shortlisted for a further three. It is particularly pleasing to report that Unicorn Asset Management was named `VCT Manager of the Year' at the 2011 Growth Company Awards, whilst Unicorn AIM VCT was awarded `Best Venture Capital Trust' by What Investment Magazine. The awards were based on an assessment of net asset value performance over three and five year time periods respectively and are an encouraging endorsement of the Unicorn team's conservative, disciplined and long-term approach to investment management. I look forward to being able to report on further progress in due course, hopefully when the wider fears surrounding sovereign debt and global economic slowdown have begun to ease. Peter Dicks Chairman 15 December 2011 Directors' Responsibilities Statement The Directors confirm to the best of their knowledge that: (a) that the financial statements, which have been prepared in accordance with UK Generally Accepted Accounting Practice and the 2009 Statement of Recommended Practice, `Financial Statements of Investment Trust Companies and Venture Capital Trusts' give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and (b) that the management report, comprising the Chairman's Statement, Investment Manager's Review, Investment Portfolio Summary and Directors' Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. Principal risks and uncertainties The Directors review the principal risks faced by the Company as part of the internal controls process (see the Corporate Governance Statement on page 32 in the Annual Report for further information). The principal risks identified by the Directors are: * Investment and strategic risk - Unsuitable investment strategy or stock selection could lead to poor returns to shareholders. * Regulatory and tax risk - The Company is subject to relevant laws and regulations including Companies Act 2006, Income Tax Act 2007, UK Listing Authority Rules and United Kingdom Accounting Standards. There is a risk that the Company may breach these rules and face public censure, suspension from the Official List and/or financial penalties. There is a risk that the Company may lose its VCT status under the Income Tax Act 2007 before shareholders have held their shares for the minimum period required to retain their tax reliefs. Should the Company lose its VCT status, shareholders may lose any upfront income tax relief they received and be taxed on any future dividends paid and capital gain received if they dispose of their shares. Inappropriate accounting policies or failure to comply with accounting standards could lead to misreporting or breaches of regulations. * Operational risk - The Company has no employees and is therefore reliant on third party service providers. Failure of the systems at third party service providers could lead to inaccurate reporting or monitoring. Inadequate controls could lead to the misappropriation or insecurity of assets. * Fraud and dishonesty risks - Fraud may occur involving company assets perpetrated by a third party, the Investment Manager or other service provider. * Financial Instruments risks - The main risks arising from the Company's financial instruments are due to fluctuations in the market price and interest rates, credit risk and liquidity risk. The Board regularly reviews and agrees policies for managing these risks and full details can be found in note 19 on pages 49 to 53 in the Annual Report. * Economic risk - Events such as recession, inflation or deflation and movements in interest rates could affect trading conditions for smaller companies and consequently the value of the Company's investments. Investment Manager's Review Investment Policy It is the aim of the Investment Manager to identify and invest in a diversified portfolio of companies that display a majority of the following characteristics: * experienced and well-motivated management; * products and services supplying growing markets; * sound operational and financial controls; and * good cash generation to finance ongoing development allied with a progressive dividend policy. Performance The audited net assets of the Company as at 30 September 2011 totalled £60.4m, equivalent to 103.34 pence per share. This compares with an audited net asset per share of 104.15 pence as at 30 September 2010. After adding back dividends paid of 4 pence per share in the period, the total return amounted to 3.1%. Investment strategy The policy of investing in companies which have a demonstrable record of profitability and positive cash generation remains unchanged. The VCT qualifying and the non-qualifying portfolios are diversified both by sector and by number of investments held. The Company remains comfortably above the threshold required to retain VCT qualifying status (whereby 70% of total investment assets must be invested in VCT qualifying companies). Your Investment Manager will continue to adopt a highly selective approach to new investment opportunities. Alternative Investment Market(AIM)review UK equity markets, which had remained relatively resilient for much of the period under review, came under severe pressure during August and September as fears of another financial crisis eroded confidence. The FTSE AIM All-Share Index ended the twelve months to 30 September 2011 down by 9.8% on a total return basis, whilst the FTSE All-Share Index fell by 4.4% over the same period. Interestingly, the worst performing sector across both indices was the mining sector, which reacted negatively to a collapse in commodity prices. Precious metals, including silver and gold and base metals, such as nickel and lead all fell by around 20% from their peaks. These declines were triggered by fears of a sharp slowdown in economic growth in China combined with increasing fears that sovereign nations such as Greece, could default on their debt repayment obligations thus potentially triggering another banking crisis. As noted in previous years, the performance of the AIM Index is closely linked to the performance of the Mining and Oil & Gas sectors, which account for over 40% of the Index by value. Unicorn AIM VCT has had minimal exposure to Mining & Resource companies, which in part explains the strong relative performance achieved during the financial year under review. The number of companies listing on AIM remains at historically low levels, with only 55 UK and 17 International admissions in the first nine months of 2011. In total, these companies raised £531.5m in new money, which puts 2011 on course to be the worst year for new fundraising on AIM for almost a decade. There can be little doubt that this paucity of transactions is a reflection of wider economic concerns. Nonetheless, it has to be of concern that, due to a significant increase in delistings, there are now almost a third fewer companies listed on AIM than there were at the peak in 2007. On a positive note, average daily volumes and average daily value of trades have recovered quite sharply during 2011 (source: London Stock Exchange). Qualifying investments Despite a difficult end to the financial year, it is pleasing to report that the majority of our VCT qualifying companies remain in good health, both operationally and financially. Clearly, the outlook has become more uncertain in recent months and, as a result, management teams are expressing a cautious view on prospects. However, the fact that so many of these companies survived the financial crisis of 2008 and the subsequent recession bodes well for their future prospects. One of the few benefits that can result from a retrenchment in economic activity is that capable management teams can seize the opportunity to examine their cost base, focus on cash generation, improve productivity and refine their approach to customer service. For those businesses that are swift to respond to more challenging trading conditions the benefits can be considerable and are often manifested in improved profitability, stronger balance sheets, a more motivated workforce and greater loyalty from customers. It is for these reasons that many of the constituents of the qualifying portfolio performed relatively resiliently in what was a difficult year for quoted companies generally. A review of the main positive contributors to performance in the VCT qualifying portfolio follows (bracketed figures represent the share price movement for the year under review on a bid price basis):- Abcam (+5.7%) is a global leader in the manufacture and supply of therapeutic antibodies and protein research tools to the worldwide life science research market. This company continues to expand. Results for the financial year ended 30 June 2011 confirmed that growth has remained strong. Annual revenues increased by 17% to £83.3m, whilst pre-tax profits grew by 25% to £32.1m. This company remains strongly cash generative with net cash increasing to £55.6m (2010 - £40.2m) despite a £10m outflow to fund acquisitions and dividend payments. Abcam shares rose by 5.7% during the period under review, once again significantly outperforming the AIM Index. As a result, the relative weighting of Abcam within the qualifying portfolio remains significant. In order to mitigate this stock specific risk, further partial disposals were made during the financial year. The net amount of these realisations was £855k and the realised capital gain was £615k, at an average price on disposal of over £4 per share. As at 30 September 2011, Abcam had a market capitalisation in excess of £660m. Animalcare (+71.8%) is a leading UK supplier of veterinary medicines, identification and welfare products to the companion animal market. In the twelve months to 30 June 2011, this company grew turnover by 5%, which translated into a 21% increase in profit before tax of £3m. Although there is currently little or no growth in the veterinary medicines market in the UK, the Board of Animalcare believes that the business can continue to grow through product launches and increased market share. Animalcare has launched six new products since the beginning of July 2010 and is planning to launch a further four drugs during its current financial year. Avingtrans (+17.6%) designs, manufactures and supplies critical components to the medical, energy, industrial and global aerospace sectors. Following a difficult year in 2010, this company is now witnessing improving demand across the majority of its markets. Global economic recovery combined with operational efficiency improvements have resulted in a much improved financial performance. The results for the twelve months to 31 May 2011 reflect this recovery with turnover up 27% to £36.3m and operating profit increasing almost threefold to £ 1.4m, highlighting the inherent operational gearing of the business. The Board has also reinstated the final dividend and confirmed its commitment to pursuing a progressive dividend policy. Belgravium (+182.3%) designs and manufactures real-time data capture systems. In the six month period to 30 June 2011, turnover improved by 30.5% to £4.77m (2010 - £3.66m) generating a profit before tax of £321,000 compared to an effective break even position during the equivalent period in 2010. It is particularly pleasing to report a significant strengthening of the balance sheet with net cash of £638,000 versus a net debt position of £711,000 twelve months ago. Cohort (+39.5%) is a technology group with three operating subsidiaries each of which is focused on providing specialist technical products or services, primarily to the defence market. In the financial year ended 30 April 2011, Cohort posted revenue of £65.1m and a profit before tax of £2.7m. Having suffered a number of significant operational issues during the past two years, the three operating businesses now appear to have solid prospects. The order book at this company's financial year end stood at £103.2m and this provides a solid platform for the current financial year, despite continuing uncertainty in the UK defence market. Cohort's businesses have strong market positions and the Group has a solid balance sheet with net cash of £6.7m as at 30 April 2011. Dillistone (+62.2%) is a global supplier of executive recruitment software to the search and selection market. This company's core product is a software system known as Filefinder, which is specifically designed to support everything that an executive recruiter does. Filefinder is used by over 1,000 firms in more than 55 countries around the world. The recently reported interim results for the six months ended 30 June 2011, showed revenues up 16% to £2.3m and pre-tax profits up 8% at £551,000. Idox (+89.4%) is a leading independent supplier of software and services to the UK public sector and other markets. In the six month period ended 30 April 2011, Idox delivered revenue growth of 21% to £18m whilst pre-tax profit declined 8% to £2m on higher amortisation and share option charges. This company's net cash position improved to £4.1m despite funding four acquisitions, increasing the dividend and paying off remaining debt early. The interim dividend was increased by 140%, reflecting the Board's confidence in the long term strength of the business. Mattioli Woods (+10.9%) is a specialist pensions consultancy and wealth management business. Mattioli Woods recently recorded a sixth consecutive year of growth since listing on AIM in 2006. In the financial year ended 31 May 2011 revenues increased by 12.3% to £15.4m, whilst adjusted earnings per share grew by 14.1%. Assets under administration grew by 21.7% to £2.3bn and the dividend was increased by 13.8%. Surgical Innovations (+186.4%), the designer and manufacturer of innovative medical devices for minimally invasive surgery, continues to make positive progress. In the first half of the financial year ended 30 June 2011 sales and profits were lower on a like-for-like basis primarily because of an anticipated reduction in business with an industrial customer. Demand for branded products was strong however, and significant investment in people, product development and infrastructure has therefore continued in anticipation of further growth in 2012. Current trading and customer demand across the business is reported as being encouraging, with strong demand for its branded products as well as a significant improvement in OEM sales. Tangent Communications (+48.8%) is a market leading provider of technology and digital marketing services. For the financial year ended 28 February 2011 turnover increased by 23% to £22.4m, whilst underlying operating profit increased by 65% to £1.3m. Cash generated from operations also increased significantly to £1.8m representing 135% of underlying operating profit. Trading in the first half of this company's current financial year is reported to be in line with management expectations. Tracsis (+26.6%) is a provider of operational planning software and consultancy services to the transport industry. In August, Tracsis reported that trading in the second half of its financial year to 31 July 2011 was ahead of market expectations and that the enlarged group anticipates delivering full year revenues and profits significantly ahead of forecast, including over £1m of revenue contribution from the acquired operations of MPEC Technology Limited completed on 1 June 2011. Zetar (+21.8%) is a leading manufacturer of confectionery and natural snacks with a reputation for quality and product innovation. Financial results for the year ended 30 April 2011 demonstrated the resilience of the business despite a dramatic rise in commodity prices. The confectionery division achieved a record result reflecting an increase in sales and an improved mix of higher margin products allied to further cost efficiencies, whilst margins in the natural snacks division improved significantly in the second half as price increases were implemented. Overall, revenues were up marginally to £135m, whilst earnings per share increased by 9% to 35.8 pence. Management's confidence in the prospects for the business was reflected in the Board's decision to pay an inaugural dividend. Of the qualifying investments that fared less well during the year, the majority remain in sound financial health, despite operating in particularly challenging markets. A review of these investments follows:- Access Intelligence (Ordinary Shares -47.4%) comprises a group of Software as a Service (Saas) businesses that delivers compliance solutions to the public and private sectors. This company's strategy has been to acquire growth businesses in targeted sectors and then build value through driving organic growth and increasing cross-selling opportunities. In the six month period to 31 May 2011, turnover declined marginally to £4.0m (2010 - £4.1m) whilst profits before tax fell to break-even levels. The principal cause of the decline in profitability relates to difficulties encountered at the acquired compliance training business, Cobent, where sales opportunities have proven slow to close in the prevailing economic environment. A new management team has been installed at Cobent and costs are being streamlined to bring them in line with current sales levels. In July 2011, Access Intelligence announced the disposal of another subsidiary, Solcara, realising cash proceeds of £2.5m. The disposal of this business was achieved on a multiple of 3.3x Solcara's revenues for the year ended 30 November 2010 and will therefore significantly increase Access Intelligence's reported cash balance of £2.7m once the transaction has completed. Importantly, Access Intelligence has also established a sizeable customer base from which it derives recurring revenues, currently representing 65% of annual turnover. Crawshaw Group (-59.1%) operates a chain of retail butchers in the North of England. In its interim results for the six months to 31 July 2011, this company reported on a particularly challenging retail climate, where rising meat prices coupled with reduced levels of disposable income were conspiring to depress footfall and average spend. Despite an increase in the number of operating units, total revenues for the period were flat, whilst like for like sales were down by 4%. As a consequence, profit before tax declined to £68,000 from £233,000 during the equivalent period in 2010. Green Compliance (-24.3%) is a provider of water, fire and pest control services to UK businesses nationwide. The business continues to develop positively and has recently delivered results that were in line with expectations. However, share price performance remains a disappointment. In the period under review the share price fell by almost a quarter. Following a share consolidation in August 2011, and the successful clearing of a large overhang of shares, the share price has stabilised. Maxima Holdings (-63.1%) is an IT business systems and managed services company, which grew rapidly through acquisition after floating on AIM in November 2004. The business has struggled in recent years as management attempted a controlled migration of customers from legacy mainframe support to new, more focused and higher margin, managed services and solutions. Following the completion of a strategic review in September 2011, Maxima has undergone a change of management and successfully raised £2m via an issue of equity. The newly appointed Executive Chairman has also announced the sale of non-core operating units. This process is to be conducted over the coming months, following which it is to be hoped that Maxima will be well positioned to focus on providing next generation IT managed services and solution to new and existing customers. Snack Time (Ordinary Shares -52.0%) is the third largest vending company in the UK following a series of acquisitions. In an update related to trading in the first six months of its financial year, this company reported that it was making good progress despite the impact of high input inflation, the increase in VAT and ongoing deterioration in consumer confidence. Snacktime has also successfully completed a major restructuring in the period, which has resulted in significant upfront exceptional costs. Savings from the restructuring of the operating division began to be evident toward the end of the six month period to 30 September 2011. These savings are expected to offset the impact of input price inflation following the large increases in commodity prices experienced over the last 12 months. The combination of new customer contracts and further efficiencies means that the management of SnackTime expect to deliver margin improvements during the second half of the financial year. Other qualifying holdings which struggled in share price terms include Pressure Technologies (-22.3%), Tristel (-23.1%) and Vianet, formerly Brulines (-22.5%). Each of these businesses remains fundamentally sound, with good long term prospects, capable management and strong balance sheets. The Investment Manager is confident that their market valuations will recover in due course. New qualifying investments At the financial year end the Company held over 77% of total investment assets in VCT qualifying businesses as calculated in accordance with HMRC tax valuation rules. New VCT qualifying investments are only made if the companies concerned meet the Investment Manager's clearly defined investment criteria. During the period, four VCT qualifying companies were introduced to the portfolio. These were:- Accumuli (+31%) is a `buy and build' company focused on acquiring businesses operating in the managed security services sector of the IT market. Following a period of restructuring and management change, this company successfully completed a fundraising in November 2010 and has since announced that it is to acquire three businesses, all operating in the fast growing IT security sector. Hangar 8 (-8.0%) is one of Europe's largest operators of privately owned passenger jet aircraft. This company currently manages twenty-one jets on behalf of their owners and charters them out to third party customers. The size of Hangar 8's fleet today enables it to offer cost effective management fees and attractive levels of charter income for owners, whilst providing charter customers with a competitively priced service. This company listed on AIM in November 2010. Final results for the 14 month period ended 30 June 2011 showed strong growth in turnover, profitability and net cash. Instem Life Science Systems (+27.1%) is a software company focused on the life sciences and biotechnology markets. Instem has developed world leading software to enable pharmaceutical companies to collect, analyse and report large volumes of complex scientific data in an accurate and efficient manner. The business has been consistently profitable and cash generative over recent years. This company was admitted to AIM in October 2010 following a successful placing of shares which raised £9m. Interim results for the six months to 30 June 2011 were in line with expectations and the outlook statement highlighted management's confidence in delivering further growth in the current financial year. Omega Diagnostics (+21.08%) is an AIM-listed medical diagnostics company which raised £7.8m from institutional investors, including Unicorn AIM VCT, in November 2010. The proceeds of the placing have been used to fund the acquisition of a profitable European allergy testing business. The combined businesses now establish Omega as one of the UK's leading companies in the fast growing areas of food intolerance and allergy testing. This company is also a specialist in testing for infectious diseases such as Syphilis, TB, Dengue Fever and Malaria. In addition, four qualifying follow-on investments were made during the period in Brady, Green Compliance, IS Pharma and Tristel. Non-qualifying, follow-on investments were made in Dillistone, HML Holdings and Tangent Communications. Realisations There were a limited number of realisations in the year to 30 September 2011. As previously reported, the disposal of Amber Taverns was concluded in October 2010. Amber Taverns is an unquoted operator of public houses in the North West of England which was acquired by a private equity firm following a competitive sales process. Total cash proceeds from this disposal amounted to more than £ 5.3m and were received in full in October 2010, generating a realised capital profit of £3.3m, the majority of which was recognised as an unrealised gain in the previous year's report and accounts. The acquisition of Mount Engineering by Cooper Controls was also concluded early in the financial year realising net proceeds of £351,000 and a capital gain of £86,000. Individual Restaurant Company was delisted in June 2011 following an offer by management to take the business private, generating cash proceeds of £69,000 and crystallising a capital loss of £496,000. Shieldtech, the designer and manufacturer of body armour, was placed into administration in October 2010. The value of the holding had already been written down to zero in last year's Report & Accounts. The portfolio's holding in Universe Group was sold to Brookwell, a portfolio realisation specialist, in exchange for an equivalent value of shares in Brookwell. Non-qualifying portfolios Following the merger with Unicorn AIM VCT II plc in March 2010, the combined assets of the Company remain diversified and the level of qualifying investment was comfortably above the threshold required by HMRC to retain VCT qualifying status at the financial year end. As a result, the process of developing the non-qualifying portfolio has continued. During the period, ten new non-qualifying companies were added to the portfolio. The total cost of these investments amounted to £3.4m. A brief description of the new holdings follows:- ATH Resource Share price as at 30 September 41p 2011 ATH Resources operates surface coal mines and is one of the largest producers of coal in the UK, providing coal principally to the electricity supply industry and also the industrial and house coal markets Communisis Share price as at 30 September 25p 2011 Communisis is a leading marketing services group, with increasing presence in the fast growing digital marketing segment. Communisis has successfully developed the capabilities necessary to deliver end to end marketing solutions for its clients thus helping them to efficiently deliver more effective and profitable communications. IQE Share price as at 30 September 24p 2011 IQE is a leading global manufacturer and supplier of advanced semiconductor wafers with products that cover a diverse range of applications, such as computers, mobile phones and photovoltaic solar devices. The technology is supported by innovative outsourced foundry services that allows the Group to provide a 'one stop shop' for the wafer needs of the world's leading semiconductor manufacturers. Phoenix IT Group Share price as at 30 September 191p 2011 The Phoenix IT Group provides managed IT Infrastructure support services, including systems management, communications, remote telephone support, project & consultancy services and business continuity. SSE (Scottish & Southern Energy) Share price as at 30 September 1,287p 2011 SSE is involved in the generation, transmission, distribution and supply of electricity, in the production, storage, distribution and supply of gas and in other energy services. Since the year end, this holding has been sold. Specialist Energy Group Share price as at 30 September 43p 2011 Specialist Energy Group is a niche engineering and manufacturing group. Its main operating subsidiary, Hayward Tyler, is the worldwide market leader in boiler circulating pumps and is focused on the energy sector. The Group supplies pumps to energy related companies operating in sectors such as conventional fossil fired power generation, nuclear power generation and oil & gas exploration. Stadium Group Share price as at 30 September 670p 2011 Stadium Electronics is a specialist contract manufacturer focused on providing electronic and power products to OEMs in the security, medical, transportation and communications sectors. Stadium operates low cost manufacturing facilities in the UK and China. Staffline Share price as at 30 September 210p 2011 Staffline provides and manages industrial workforces with a focus on supplying temporary labour to the food processing, manufacturing and logistics sectors. Tricon Share price as at 30 September 26p 2011 Tricorn is a manufacturer of specialist pipe and tubing assemblies supplying worldwide markets in the aerospace, energy, transportation and utilities sectors. VP (Vibroplant) Share price as at 30 September 229p 2011 VP is a specialist equipment rental company, engaged in the rental and sale of products to the civil engineering, rail, oil and gas exploration, construction, outdoor events, and industrial markets. A number of the new non-qualifying investments have not performed as well as anticipated in the short term. The sharp sell-off in equity markets generally and in smaller quoted companies in particular during the final three months of the financial year has been primarily responsible for the weaker than expected performance from some of the new investments, rather than any particular stock specific issues. The strategy for the non-qualifying portfolio is to build revenue reserves by continuing to identify investment opportunities in companies that are sensibly valued and which have an established track record of paying dividends together with the aim of pursuing a progressive dividend policy. Your Manager remains confident in the long term prospects for these new investments. As at 30 September 2011 their aggregate carrying value amounted to £2.8m. Within the non-qualifying portfolio, the contribution to performance from the investment in sub-funds of the Unicorn Investment Funds OEIC has remained strong. All five sub-funds of the Unicorn Investment Funds OEIC performed well, with four out of five performing in the top decile of their respective asset classes over the twelve month period ended 30 September 2011. All of the sub-funds achieved positive total returns in the period, ranging from +1% in the Outstanding British Companies Fund to +12% from the Unicorn Free Spirit Fund. It is important to note that the Investment Manager's fees are based on the net asset value of the Company excluding the value of the investments in these OEIC Funds, as the Investment Manager earns fees from managing the OEIC funds separately, thus ensuring there is no double charging of fees. Prospects The issues surrounding excessive debt continue to weigh heavily on developed economies. It is likely that the debt reduction measures currently being implemented, although necessary, will slow the pace of economic recovery. In particular, the cutbacks in public sector spending are creating an almost inevitable increase in the unemployment numbers. There appears to be a dawning realisation that the many and serious problems faced by most western economies cannot be solved easily or quickly. Investors in UK equity markets have been adapting to this new and harsh reality. In recent months, many soundly financed, well managed, quoted companies have seen their valuations tumble as it becomes increasingly likely that sustainable economic recovery will be elusive. However, as highlighted in previous years, many of the British companies quoted on UK equity markets now operate on a global scale. This geographic diversification provides some protection when the domestic economy is struggling, whilst also presenting opportunities to generate growth from emerging market economies. Many of the companies held in the qualifying and non-qualifying portfolios sell their products or services on a worldwide basis and are currently enjoying an added competitive advantage gained from the continuing relative weakness of Sterling. The established policy of investing in conservatively managed, sustainably profitable businesses with strong balance sheets and healthy cashflows has contributed to the resilient performance delivered in the year under review. Your Investment Manager intends to retain this prudent investment approach since, in our opinion, it provides the most effective method of delivering superior returns over the longer term. Following recent market turmoil, the valuation of the smaller quoted company sector is looking increasingly attractive, even after factoring in probable downgrades to earnings forecasts in 2012 and beyond. However, the outlook for economic growth remains modest at best and the operating environment for many smaller quoted companies has become more challenging in recent months. We will therefore continue to invest selectively in this area as and when we are able to identify VCT qualifying companies that meet our strict investment criteria and which are available at compelling valuations. At the same time, we will aim to develop and broaden the quality of the non-qualifying portfolio, with the intention of meeting the objective of increasing the capital and revenue reserves available for distribution to shareholders over the longer term. Chris Hutchinson Unicorn Asset Management Limited 15 December 2011 Income Statement For the year ended 30 September 2011 30 September 2011 30 September 2010 Notes Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 Net unrealised gains on 9 - 781 781 - 7,184 7,184 investments Net gains on realisation 9 - 1,170 1,170 - 1,557 1,557 of investments Income 2 1,103 - 1,103 930 - 930 Investment management 3 (276) (829) (1,105) (195) (585) (780) fees Other expenses 4 (539) - (539) (539) - (539) Merger costs - - - (98) - (98) ----- ----- ----- ----- ----- ----- Profit on ordinary 288 1,122 1,410 98 8,156 8,254 activities before taxation Tax on profit on ordinary 6 - - - - - - activities ----- ----- ----- ----- ----- ----- Profit on ordinary 288 1,122 1,410 98 8,156 8,254 activities after taxation for the financial year ==== ==== ==== ==== ==== ==== Basic and diluted earnings per share: Ordinary Share 8 0.48p 1.89p 2.37p 0.20p 16.57p 16.77p All revenue and capital items in the above statement derive from continuing operations of the Company. The comparatives reported in these financial statements reflect the activities of what were previously the Ordinary Share Fund, the S2 Share Fund and the S3 Share Fund of the Company, which were consolidated on 9 March 2010, for the whole period. In addition, these comparative results include the transfer of the assets and liabilities of Unicorn AIM VCT II PLC to the Company, with effect from 9 March 2010. There were no other recognised gains or losses in the year. The total column of this statement is the profit and loss account of the Company. Other than revaluation movements arising on investments held at fair value through Profit and Loss Account, there were no differences between the profit as stated above and at historical cost. The notes below form part of these financial statements. Balance sheet as at 30 September 2011 30 September 2011 30 September 2010 Notes £'000 £'000 £'000 £'000 Non-current assets Investments at fair 59,563 61,432 value Current assets Debtors and prepayments 177 452 Current investments 779 375 Cash at bank 650 349 ---- ---- 1,606 1,176 Creditors: amounts (722) (329) falling due within one year ---- ---- ---- ---- Net current assets 884 847 ---- ---- Net assets 60,447 62,279 ==== ==== Capital Called up share capital 585 598 Capital redemption 283 240 reserve Share premium account 28,422 25,143 Revaluation reserve 2,685 5,955 Special distributable 18,838 24,263 reserve Profit and loss account 9,634 6,080 ---- ---- Equity shareholders' 60,447 62,279 funds ==== ==== Net asset value per share of 1 pence each: Ordinary Shares 103.34p 104.15p The notes below form part of these financial statements. Cash flow statement For the year ended 30 September 2011 30 September 2011 30 September 2010 Notes £'000 £'000 £'000 £'000 Operating activities Investment income received 1,306 708 Other income received 50 50 Investment management fees (1,106) (743) paid Other cash payments (781) (655) Payment of merger costs of - (120) the company ---- ---- ---- ---- Net cash outflow from (531) (760) operating activities Investing activities Purchase of investments (7,834) (8,128) Sale of investments 11,817 6,002 ---- ---- ---- ---- 3,983 (2,126) Equity dividends Equity dividends paid to (2,378) (1,418) Unicorn AIM VCT plc shareholders Equity dividends paid in - (1,353) respect of dividends declared to Unicorn AIM VCT II plc shareholders but not paid before assets and liabilities were transferred to Unicorn AIM VCT plc ---- ---- Net cash (outflow)/inflow 1,074 (5,657) before financing and liquid resource management Financing Cash received on acquisition - 3,736 of net assets from Unicorn AIM VCT II plc Stamp duty on shares issued - (98) to acquire net assets of Unicorn AIM VCT II plc Payments to meet merger costs - (170) of Unicorn AIM VCT II plc Share capital raised 3,309 Share capital bought back (3,678) (1,365) ---- ---- ---- ---- (369) 2,103 Management of liquid resources (Increase)/Decrease in (404) 3,537 current investments ---- ---- Net (decrease)/increase in 301 (17) cash ==== ==== Reconciliation of movements in Shareholders' funds for the year ended 30 September 2011 30 September 2011 30 September 2010 Notes £'000 £'000 As at 1 October 2010 62,279 32,138 Net share capital bought back in (4,173) (1,267) the year Net share capital raised 3,309 - Profit for the year 1,410 8,254 Dividends paid (2,378) (1,418) Shares issued upon acquisition - 24,670 of assets and liabilities from Unicorn AIM VCT II plc Stamp duty on shares issued - (98) ---- ---- Closing Shareholders' funds at 60,447 62,279 30 September 2011 ==== ==== Notes to the accounts For the year ended 30 September 2011 1 Accounting policies A summary of the principal accounting policies, all of which have been applied consistently throughout the year, is set out below: a) Basis of accounting The accounts have been prepared under UK Generally Accepted Accounting Practice (UK GAAP) and the Statement of Recommended Practice, `Financial Statements of Investment Trust Companies and Venture Capital Trusts' ("the SORP") issued by the Association of Investment Companies in January 2009. The comparatives reported in these financial statements reflect the activities of what were previously the Ordinary Share Fund, the S2 Share Fund and the S3 Share Fund of the Company, which were consolidated on 9 March 2010, for the whole period. In addition, these comparative results include the transfer of the assets and liabilities of Unicorn AIM VCT II PLC to the Company, with effect from 9 March 2010. As a result of the Directors' decision to distribute capital profits by way of a dividend, the Company revoked its investment company status as defined under section 266(3) of the Companies Act 1985, on 17 August 2004. b) Presentation of the Income Statement In order to better reflect the activities of a VCT and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue column of the profit attributable to shareholders is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in section 274 Income Tax Act 2007. c) Investments All investments held by the Company are classified as "fair value through profit and loss", in accordance with the International Private Equity and Venture Capital Valuation ("IPEVCV") guidelines, as updated in September 2009. This classification is followed as the Company's business is to invest in financial assets with a view to profiting from their total return in the form of capital growth and income. For investments actively traded on organised financial markets, fair value is generally determined by reference to Stock Exchange market quoted bid prices at the close of business on the balance sheet date. Purchases and sales of quoted investments are recognised on the trade date where a contract of sale exists whose terms require delivery within a time frame determined by the relevant market. Purchases and sales of unlisted investments are recognised when the contract for acquisition or sale becomes unconditional. Unquoted investments are stated at fair value by the Directors in accordance with the following rules, which are consistent with the IPEVCV guidelines: All unquoted investments are held at the price of a recent investment for an appropriate period where there is considered to have been no change in fair value. Where such a basis is no longer considered appropriate, the following factors will be considered: i. Where a value is indicated by a material arms-length transaction by an independent third party in the shares of a company, this value will be used. ii. In the absence of i), and depending upon both the subsequent trading performance and investment structure of an investee company, the valuation basis will usually move to either:- a. an earnings multiple basis. The shares may be valued by applying a suitable price-earnings ratio to that company's historic, current or forecast post-tax earnings before interest and amortisation (the ratio used being based on a comparable sector but the resulting value being adjusted to reflect points of difference identified by the Investment Manager compared to the sector including, inter alia, a lack of marketability). or:- b. where a company's underperformance against plan indicates a diminution in the value of the investment, provision against cost is made, as appropriate. Where the value of an investment has fallen permanently below cost, the loss is treated as a permanent impairment and as a realised loss, even though the investment is still held. The Board assesses the portfolio for such investments and, after agreement with the Investment Manager, will agree the values that represent the extent to which an investment loss has become realised. This is based upon an assessment of objective evidence of that investment's future prospects, to determine whether there is potential for the investment to recover in value. iii. Premiums on loan stock investments are accrued at fair value when the Company receives the right to the premium and when considered recoverable. iv. Where an earnings multiple or cost less impairment basis is not appropriate and overriding factors apply, discounted cash flow or net asset valuation bases may be applied. d) Income Dividends receivable on quoted equity shares are brought into account on the ex-dividend date. Dividends receivable on unquoted equity shares are brought into account when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received. Fixed returns on non-equity shares are recognised on a time apportioned basis so as to reflect the effective interest rate, provided there is no reasonable doubt that payment will be received in due course. Fixed returns on debt securities are recognised on a time-apportioned basis so as to reflect the effective yield. e) Capital reserves i. Realised (included within the Profit and Loss Account reserve) The following are accounted for in this reserve: * Gains and losses on realisation of investments; * Permanent diminution in value of investments; * Transaction costs incurred in the acquisition of investments; and * 75% of management fee expense, together with the related tax effect to this reserve in accordance with the policies. ii. Revaluation reserve (Unrealised capital reserve) Increases and decreases in the valuation of investments held at the year-end are accounted for in this reserve, except to the extent that the diminution is deemed permanent. In accordance with stating all investments at fair value through profit and loss, all such movements through both revaluation and realised capital reserves are shown within the Income Statement for the year. iii. Special distributable reserve The cost of share buybacks are charged to this reserve. In addition, any realised losses on the sale of investments, and 75% of the management fee expense, and the related tax effect, are transferred from the Profit and Loss Account reserve to this reserve. f) Expenses All expenses are accounted for on an accruals basis. Expenses are charged wholly to revenue, with the exception of expenses incidental to the acquisition or disposal of an investment, which are charged to capital, and with the further exception that 75% of the fees payable to the Investment Manager are charged against capital. This is in line with the allocation followed by most other VCTs. IFA trail commission is expensed in the period in which it is incurred. g) Taxation Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in the tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax is measured at the average tax rates that are expected to apply in the years in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantially enacted at the balance sheet date. Deferred tax is measured on a non-discounted basis. A deferred tax asset is recognised only to the extent that it is more likely than not that future taxable profits will be available against which the asset can be utilised. Any tax relief obtained in respect of management fees allocated to capital is reflected in the capital reserve - realised and a corresponding amount is charged against revenue. The tax relief is the amount by which corporation tax payable is reduced as a result of these capital expenses. h) Liquid resources Liquid resources are the current investments disclosed in note 12, regarded as available for investment, rather than to meet the Company's running expenses, as at the year-end. 2. Income 2011 2010 £'000 £'000 Interest receivable - from bank deposits - - ---- ---- - - Income from investments - from equities 906 595 - from loan stocks 106 194 - from money-market funds and Unicorn managed OEICs 91 85 ---- ---- 1,103 874 Other income - 56 ---- ---- Total income 1,103 930 ==== ==== Total income comprises Dividends 997 680 Interest 106 194 Other income - 56 ---- ---- 1,103 930 Income from investments comprises Listed UK securities 222 131 Listed Overseas securities 6 15 Unlisted UK securities 875 728 ---- ---- 1,103 874 ==== ==== 3. Taxation 2011 2010 £'000 £'000 Taxation on ordinary activities - - 2011 2010 £'000 £'000 a) Analysis of tax charge in the year -current and total tax charge (note 6b) - - b) Factors affecting tax charge for the year: Profit on ordinary activities before tax 1,410 8,254 Profit on ordinary activities multiplied by standard small 289 1,733 profits rate of corporation tax in the UK of 20.5% (2010: 21%) Non-taxable UK dividend income (203) (122) Non-taxable unrealised (gains)/losses (160) (1,509) Non-taxable realised gains (240) (327) Allowable expense not charged to revenue 170 123 Disallowable expenses 2 - Losses carried forward 142 102 ---- ---- Actual current charge - revenue - - Impact of allowable expenditure credited to capital (170) (123) reserve Additional losses carried forward to future years 170 123 ---- ---- Actual current charge - capital - - ---- ---- Current tax charge for the year - - ==== ==== Tax relief relating to investment management fees is allocated between Revenue and Capital in the same proportion as such fees. There is no taxation in relation to capital gains or losses. Due to the Company's status as a Venture Capital Trust, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments. No deferred tax asset has been recognised on surplus management expenses carried forward. At present it is not envisaged that any tax will be recovered in the foreseeable future. The deferred tax amount not recognised is £1,878,000 (30 September 2010: £1,647,000). 4. Dividends 2011 2010 £'000 £'000 Amounts recognised as distributions to equity holders in the year: Ordinary Share Fund Final capital of 4p per share 2,378 - for the year ended 30 September 2010 paid on 14 January 2011 Ordinary Fund (up until 9 March 2010) Interim capital dividend of - 1,058 3.5p per Ordinary Share for the year ended 30 September 2009 paid on 29th January 2010 S2 Fund Interim capital dividend of - 360 2.5p per S2 Share for the year ended 30 September 2009 paid on 29th January 2010 ---- ---- 50 1,418 ==== ==== Any proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. Set out below are the total income dividends payable in respect of the financial year, which is the basis on which the requirements of Section 274 of the Income Tax Act 2007 are considered. 2011 2010 £'000 £'000 Revenue available for distribution by way of 288 98 dividends for the year Proposed final dividend of 0.75p (2010:£nil) for 439 Nil the year ended 30 September 2011 5. Basic and diluted earnings and return per share 2011 2010 £'000 £'000 Total earnings after 1,410 8,254 taxation: ---- ---- Basic and diluted earnings 2.37p 16.77p per share (note a) Net revenue from ordinary 288 98 activities after taxation ---- ---- Revenue earnings per share 0.48p 0.20p (note b) Net unrealised capital 781 7,184 gains Net realised capital gains 1,170 1,557 Capital expenses (net of (829) (585) taxation) Total capital return 1,122 8,156 ---- ---- Capital earnings per share 1.89p 16.57p (note c) Weighted average number of 59,414,982 49,209,889 shares in issue in the year* Notes a. Basic and diluted earnings per share is total earnings after taxation divided by the weighted average number of shares in issue. b. b) Revenue earnings per share is net revenue after taxation divided by the weighted average number of shares in issue. c. Capital earnings per share is total capital return divided by the weighted average number of shares in issue. There are no instruments in place that will increase the number of shares in issue in future. Accordingly, the above figures currently represent both basic and diluted returns. 6. Current investments These comprise investments in two Dublin based OEIC money market funds, managed by Royal Bank of Scotland and Blackrock Investment Management UK Limited and one UK based OEIC, managed by Prime Rate Capital Management. All of these funds of £779,000 (30 September 2010: £375,000) are subject to same day access. These sums are regarded as monies held pending investment. 7. Net asset values 2011 2010 £'000 £'000 Net Assets 60,447 62,279 Number of shares in issue 58,492,674 59,795,232 ---- ---- Net asset value per share 103.34p 104.15p 8. Related party transactions Under the terms of the previous agreement dated 1 October 2001, and the amended agreement dated 9 March 2010, the Company has appointed UAML to be the Investment Manager. The fee arrangements for these services and the fees payable are set out in note 3. UAML also received a fee of £188,000 for acting as promoter to the company (2010: £nil). 9. Commitments At the year end, the Company had made no further commitments to invest. 10. Non-statutory accounts These are not full accounts in terms of section 434 of the Companies Act 2006. The Annual Report for the year to 30 September 2011 will be sent to shareholders shortly and will then be available for inspection at One Vine Street, London W1J 0AH, the registered office of the Company. Copies of the Annual Report will shortly be available on the Company Secretary's and the Investment Manager's websites, details of which can be found at www.unicornaimvct.com. Statutory accounts will be delivered to the Registrar of Companies after the Annual General Meeting. The audited accounts for the year ended 30 September 2011 contain an unqualified audit report. 11. Annual general meeting The Annual General Meeting of the Company will be held at 10.30 am on 7 January 2011 at One Vine Street, London W1J 0AH. DISCLAIMER Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement. Contact details for further enquiries: Chris Hutchinson of Unicorn Asset Management Limited (the Investment Manager), on 020 7253 0889. Rob Brittain of Matrix-Securities Limited (the Company Secretary) on 020 3206 7000 or by e-mail on unicorn@matrixgroup.co.uk. ENDS
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