Preliminary Statement

Crown Place VCT PLC 21 November 2006 21 November 2006 CROWN PLACE VCT PLC Preliminary announcement of final results for the six months ended 31 August 2006. Crown Place VCT PLC ('the Company'), managed by Close Ventures Limited, today announces the preliminary results for the six months ended 31 August 2006. The announcement has been approved by the Board of Directors on 21 November 2006. Financial Highlights Shareholder value since launch Previous holders of shares Proforma (i) Proforma (i) Crown Place in: Murray VCT Murray VCT 2 VCT PLC * PLC PLC Dividends per share paid to 31 August 2006 (pence per share) (ii) 31.36 31.91 25.93 Net asset value (pence per share) as at 31 August 2006 (i) 31.32 37.44 44.00 ----------- ----------- ---------- 62.68 69.35 69.93 ----------- ----------- ---------- (i) The proforma shareholder value is based on the dividends paid to 31 August 2006 for a share, with a pro-rata net asset value per share based upon the proportion of shares received by Murray VCT PLC (now renamed CP1 VCT PLC) and Murray VCT 2 PLC (now renamed CP2 VCT PLC) shareholders at the time of the merger. (ii) Prior to 6 April 1999, venture capital trusts were able to add 20% to dividends, and figures for the period until 6 April 1999 are included at the gross equivalent rate actually paid to shareholders. * Formerly Murray VCT 3 PLC In addition to the dividends paid above, the Company paid a dividend of 1.25 pence per Crown Place VCT PLC share on 22 September 2006. The Directors have also declared a second dividend of 1.25 pence per Crown Place VCT PLC share, subject to approval from HM Revenue & Customs, (comprising 0.8 pence per share from revenue and 0.45 pence per share paid out of realised capital gains). The record date and payment date of this dividend will be announced on the London Stock Exchange RNS Service. For further information, please contact: Patrick Reeve/ Emil Gigov Clemmie Carr Close Ventures Limited Tavistock Communications Tel: 020 7422 7830 Tel: 020 7920 3150 07788 971 403 www.closeventures.co.uk CHAIRMAN'S STATEMENT Overview I am pleased to report an increase in the Company's net asset value to 44.0 pence per share as at 31 August 2006, compared to 43.0 pence per share reported as at 28 February 2006. The Company reports a revenue profit after tax for the six month period of £796,000 and a capital loss of £107,000 which combined represents the total profit for the period of £689,000 or 0.85 pence per share. The revenue profit reflects the Company's strategy of concentrating a substantial portion of the portfolio in investments which provide an income return to the Company and which should therefore improve the predictability of dividends to shareholders. Shareholders should note that following the merger of CP1 VCT PLC (formerly Murray VCT PLC), CP2 VCT PLC (formerly Murray VCT 2 PLC) and Crown Place VCT PLC (formerly Murray VCT 3 PLC) on 13th January 2006, the accounts reflect the consolidated position of the merged entities, while the comparative figures for the six month period to 31 August 2005 relate to Murray VCT 3 PLC prior to the merger and renaming of the fund to Crown Place VCT PLC. The merger has resulted in a reduction in the running costs of the enlarged Company and will continue to have a positive effect on the results of future periods. As announced in the annual report, the Board has decided to change the accounting year end from 28 February to 30 June. The next period end will be 30 June 2007 with a second interim report due for the four month period ending 31 December 2006. Portfolio review The value of the AIM portfolio increased in the period. In particular, the share prices of Tanfield Group PLC and Dobbies Garden Centres PLC had a strong increase. In the unquoted portfolio, House of Dorchester Ltd has traded well in the period, securing strong sales for the Christmas trading season, while Lowcosttravelgroup Ltd, the provider of online travel services, has seen spectacular growth since our investment in September of last year. In addition, Citel PLC floated on AIM in July 2006. The Company also benefited from strong income from interest and redemption premium receipts. Against this positive performance, disappointing trading at Unique Communications and J&S Marine has resulted in a reduction of the carrying value of these investments, and contributed to the slight decrease in the overall valuation of the unquoted investment portfolio. New investments During the period the Company made 8 investments totalling £1.9 million, as described below. Shareholders requiring detailed information on the individual companies are advised to visit the Manager's website (www.closeventures.co.uk) and the individual portfolio company websites, where available. The investments made in the period were: • A further investment of £625,000 in The Rutland Pub Company Limited to facilitate the acquisition of two further pubs (www.rutlandpubco.net); • A further investment of £500,000 in The Crown Hotel Harrogate Limited; • A £410,000 investment in Blackbay Limited, a provider of technology and services allowing mobile workers, such as delivery drivers and field engineers, to connect to their central IT systems in real time. ( www.blackbay.com); • A further investment of £130,000 in Churchill Taverns Limited, a pub operator; • An investment of £110,000 in Dexela Limited, a company developing accurate and sensitive 3-D breast imaging methods for the early detection of breast cancer (www.dexela.co.uk); • A £50,000 investment in Evolutions Television Limited, a television post production business servicing a broad range of TV production companies and operating from its own freehold premises north of Oxford Street in London; • A further investment of £41,000 in Tower Bridge Health Clubs Limited, a health and fitness club adjacent to Tower Bridge on London's South Bank, offering a gym, swimming pool, indoor golf centre, hair and beauty clinic and a medical centre (www.thirtysevendegrees.co.uk); • A further investment of £34,250 in Palm Tree Technology PLC, which offers solutions in security, digital rights management, multimedia compression and identity theft protection (www.palmtreetechnology.com). Following the period end the Company invested £210,000 in Helveta Limited, a company enabling sustainable forestry management of the world's tropical hardwood resources through the provision of seamless traceability, improved production efficiency and compliance checking across extended supply chains ( www.helveta.com). Disposals During the period approximately £3.25 million of proceeds were received from the full exit of GW1016 Limited, Inhoco 3106 Limited and Sequoia Limited, and the partial exit of the following investments: Clamonta Limited, ELE Advanced Technologies Limited, Enterprise Foods Limited and First Line Limited. Following the period end, your Company sold its investment in Heathcote Restaurants Limited. Bank guarantees Following the period end, the bank guarantees provided by the Company to secure the bank facilities of two investee companies were called. The guarantees were given by the Company prior to the appointment of Close Ventures Limited and were fully provided for, as shown on the balance sheet as at 31 August 2006. The Company has not given any other bank guarantees or made similar commitments. Dividends and dividend policy In my last report, I announced the Board's intention to pay three dividends in the period 1 March 2006 to 30 June 2007. The first dividend of 1.25 pence per share was paid on 22 September 2006. A second dividend of 1.25 pence per share is expected to be paid to shareholders in January 2007. This comprises 0.8 pence per share revenue dividend and 0.45 pence per share paid out of realised capital gains. A third dividend, the amount of which is yet to be determined, is anticipated in the spring of 2007. All dividends are subject to HM Revenue & Customs approval, and the record date and dividend payment date will be announced on the London Stock Exchange RNS service as soon as clearance has been obtained from HM Revenue & Customs. Buy back policy It is the Company's policy to continue to buy back shares in the market, subject to the overall constraint of ensuring that such purchases are in the Company's interest, including the maintenance of sufficient resources for investment in existing and new investee companies. The Board believes that this policy improves liquidity in the shares and has the effect of reducing the discount between the market price and the net asset value, and thus is to the benefit of shareholders as a whole. During the period, approximately 1.7m Ordinary Shares were bought back by the Company. These shares are held in Treasury and may be re-issued at a later date. The total number of Ordinary Shares held in Treasury at the period end was 6,472,653. Outlook The portfolio rationalisation since Close Ventures Limited was appointed Manager in April 2005 continues. The majority of investments made by Close Ventures Limited to date are performing in accordance with expectations and the Board remains positive about the future prospects of the Company. Geoffrey Vero Director 21 November 2006 Consolidated Income Statement for the six months ended 31 August 2006 Six months to 31 August 2006 Six months to 31 August 2005 Year ended 28 February 2006 (unaudited) (unaudited) (audited) ----------- --------------- -------------- Revenue Capital Total Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 --------- ------- ------ ------- ------ ------ ------- ------ ------ Investment income and deposit interest 1,168 - 1,168 658 - 658 1,073 - 1,073 ------- ------ ------- ------ ------ ------- ------ ------ ------ Investment management fees (90) (272) (362) (30) (90) (120) (160) (481) (641) ------- ------ ------- ------ ------ ------- ------ ----- ------ Other expenses (193) 24 (169) (156) - (156) (351) (955) (1,306) Non-recurring operating expenses (4) - (4) (1,468) - (1,468) (749) - (749) ------- ------- ------ ------ ------- ------ ------ ------- ------ Operating profit/(loss) 881 (248) 633 (996) (90) (1,086) (187) (1,436) (1,623) ------- ------ ------- ------ ------ ------- ------ ------- ------ Profit on investments - 56 56 - 500 500 - 2,504 2,504 ------- ------ ------ ------- ------ ------ ------- ------ ------- Profit/(loss) before taxation 881 (192) 689 (996) 410 (586) (187) 1,068 881 ------- ------ ------- ------ ------ ------- ------ ------ ------ Taxation (85) 85 - - - - 42 - 42 ------- ------ ------ ------- ------ ------ ------- ------ ------ Profit/(loss) for the period 796 (107) 689 (996) 410 (586) (145) 1,068 923 ------- ------ ------ ------- ------ ------ ------- ------ ------ Basic and diluted return per Ordinary share (pence) 0.85 (1.50) 2.03 ------- ------ ------- The total column of this statement represents the Group's income statement, prepared in accordance with International Financial Reporting Standards ('IFRS'). The supplementary revenue and capital reserve columns are prepared under guidance published by the Association of Investment Companies. The consolidated income statement includes the results of the subsidiaries CP1 VCT PLC and CP2 VCT PLC following the merger. The profit/ (loss) for the six months to 31 August 2005 was for the Company, prior to the merger with CP1 VCT PLC and CP2 VCT PLC. The profit/ (loss) for the year ended 28 February 2006 includes results from the subsidiaries CP1 VCT PLC and CP2 VCT PLC from the date of merger on 13 January 2006. Consolidated Balance Sheet as at 31 August 2006 31 August 2006 31 August 2005 28 February 2006 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Non-current assets Investments 28,929 13,053 30,969 Current assets Trade and other receivables 1,548 403 1,496 Cash and cash equivalents 6,522 3,812 4,846 ------ ----- ------ 8,070 4,215 6,342 Total assets 36,999 17,268 37,311 Current liabilities Trade and other payables (325) (353) (694) Total assets less current liabilities 36,674 16,915 36,617 ------ ------ ------- Non-current liabilities Provision for bank guarantees (1,662) (171) (1,662) ------ ---- ------ Total liabilities (1,987) (524) (2,356) ------ --- ------ Net assets 35,012 16,744 34,955 ------ ------ ------- Equity attributable to equity shareholders Ordinary share capital 8,610 3,995 8,610 Share premium 14,422 - 14,422 Capital redemption reserve 250 250 250 Own shares held (2,540) - (1,908) Retained earnings 14,270 12,499 13,581 ------- ------ ------- Equity 35,012 16,744 34,955 ------- ------ ------- Net asset value per Ordinary share (excluding treasury shares) 44.0p 41.9p 43.0p ------- ------ ------- The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS'). The consolidated balance sheets as at 31 August 2006 and 28 February 2006 include the results of the subsidiaries CP1 VCT PLC and CP2 VCT PLC following the merger on 13 January 2006. The balance sheet as at 31 August 2005 was for the Company prior to the merger with CP1 VCT PLC and CP2 VCT PLC. Company Balance Sheet as at 31 August 2006 31 August 2006 31 August 2005 28 February 2006 (unaudited) (unaudited) (audited) £'000 £'000 £'000 Fixed assets Fixed asset investments 28,929 13,053 30,969 Investment in subsidiary undertakings 17,851 - 17,506 ------ ----- ------ 46,780 13,053 48,475 Current assets Debtors 667 403 806 Cash at bank 3,155 3,812 1,327 ------ ----- ------ 3,822 4,215 2,133 Total assets 50,602 17,268 50,608 Creditors : amounts falling due within one year (15,003) (353) (15,066) ------ ----- ------ Total assets less current liabilities 35,599 16,915 35,542 Provision for bank guarantees (587) (171) (587) ------ ----- ------ Total liabilities (15,590) (524) (15,653) ------ ----- ------ Net assets 35,012 16,744 34,955 ------ ----- ------ Capital and reserves Called up share capital 8,610 3,995 8,610 Share premium 14,422 - 14,422 Capital redemption reserve 250 250 250 Own shares held (2,540) - (1,908) Retained earnings 14,270 12,499 13,581 ------ ----- ------ Equity shareholders' funds 35,012 16,744 34,955 ------ ----- ------ Net asset value per Ordinary share (excluding treasury shares) 44.0p 41.9p 43.0p ------ ----- ------ The Company Balance sheet has been prepared in accordance with UK GAAP. Consolidated Statement of Changes in Equity for the six months ended 31 August 2006 (unaudited) -------------- ------- ------- -------- -------- ------- ------- ------- Ordinary Share Revaluation Capital Own Retained Total share premium reserve redemption shares earnings capital reserve held £'000 £'000 £'000 £'000 £'000 £'000 £'000 As at 28 February 2006 8,610 14,422 - 250 (1,908) 13,581 34,955 Net profit for the period - - - - - 689 689 Costs of treasury shares repurchased - - - - (632) - (632) ------- ------- -------- -------- ------- ------- ------- As at 31 August 2006 8,610 14,422 - 250 (2,540) 14,270 35,012 ======= ======= ======== ======== ======= ======= ======= As at 28 February 2005 (restated) 3,995 - (15,287) 250 - 28,389 17,347 Adjustment in respect of IAS 39 - - - - - (17) (17) Reclassification of revaluation reserve - - 15,287 - - (15,287) - ------- ------- -------- -------- ------- ------- ------- As at 1 March 2005 (restated and adjusted) 3,995 - - 250 - 13,085 17,330 Net loss for the period - - - - - (586) (586) ------- ------- -------- -------- ------- ------- ------- As at 31 August 2005 3,995 - - 250 - 12,499 16,744 ======= ======= ======== ======== ======= ======= ======= As at 28 February 2005 (restated) 3,995 - (15,287) 250 - 28,389 17,347 Adjustment in respect of IAS 39 - - - - - (17) (17) Revised adjustment in respect of IAS 39 - - - - - (27) (27) Reclassification of revaluation reserve - - 15,287 - - (15,287) - ------- ------- -------- -------- ------- ------- ------- As at 1 March 2005 (restated and adjusted) 3,995 - - 250 - 13,058 17,303 Net profit for the year - - - - - 923 923 Costs of treasury shares repurchased - - - - (1,908) - (1,908) Shares issued in year 4,615 14,422 - - - - 19,037 Dividends paid in year - - - - - (400) (400) ------- ------- -------- -------- ------- ------- ------- As at 28 February 2006 8,610 14,422 - 250 (1,908) 13,581 34,955 ======= ======= ======== ======== ======= ======= ======= The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS'). Consolidated Cash Flow Statement for the six months to 31 August 2006 ------------ ----------- ----------- Six months to Six months to Year ended 31 August 2006 31 August 2005 28 February (unaudited) (unaudited) 2006 (audited) £'000 £'000 £'000 ------------ ----------- ----------- Cash flows from operating activities Investment income received 1,162 535 1,087 Deposit interest received 115 14 30 Investment management fees paid (646) (107) (694) Secretarial fees paid (36) (20) (91) Other cash payments (320) (765) (1,324) ------------ ----------- ----------- Cash generated/(expended) from operations 275 (343) (992) Tax recovered 1,431 78 90 ------------ ----------- ----------- Net cash flows from/(used in) operating activities 1,706 (265) (902) Cash flows from investing activities Purchases of investments (2,094) (605) (2,169) Sales of investments 4,122 4,608 6,349 Payment to solicitors re loan guarantees (1,406) - - ------------ ----------- ----------- Net cash flows from investing activities 622 4,003 4,180 --- --- --- Cash flows from financing activities Equity dividends paid - - (400) Cash acquired from subsidiaries at date of merger - - 3,791 Repurchase of Ordinary shares - (140) (140) Purchase of Ordinary shares for treasury (652) - (1,897) ------------ ----------- ----------- Net cash flows (used in)/from financing activities (652) (140) 1,354 Increase in cash and cash equivalents 1,676 3,598 4,632 ------------ ----------- ----------- Cash and cash equivalents at start of period 4,846 214 214 ------------ ----------- ----------- Cash and cash equivalents at end of period 6,522 3,812 4,846 ---------------------- ------------ ----------- ----------- The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS'). The consolidated cash flow statements for the six months to 31 August 2006 and the year ended 28 February 2006 include the transactions of the subsidiaries CP1 VCT PLC and CP2 VCT PLC from the date merger on 13 January 2006. The cash flow statement for the six months to 31 August 2005 was for the Company prior to the merger with CP1 VCT PLC and CP2 VCT PLC. Notes to the announcement 1. Details about the Investment Manager Crown Place VCT PLC is managed by Close Ventures Limited. Close Ventures Limited is a subsidiary of Close Brothers Group plc and is authorised and regulated by the Financial Services Authority. 2. Statutory accounts The financial information set out in the announcement does not constitute the Company's statutory accounts for the periods ended 31 August 2006 and 31 August 2005, as defined in Section 240 of the Companies Act 1985. Statutory accounts for the year ended 28 February 2006 have been delivered to the Registrar of Companies. The Auditors have reported on those accounts; their report was unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. Whilst the financial information included in this preliminary announcement has been computed in accordance with International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Company expects to publish full financial statements that comply with IFRSs within the next two weeks. 3. Accounting policies The accounts have been prepared on the basis of the accounting policies set out in the latest annual report for the year ended 28 February 2006. 4. Basic and diluted return per share Return per share has been calculated on 80,824,690 Ordinary shares (2005: 39,952,670) being the weighted average number of shares in issue in the period (excluding Treasury shares). There are no convertible instruments, derivatives or contingent share agreements in issue for the Company hence there are no dilution effects to the return per share. The basic return per share is therefore the same as the diluted return per share. 5. Net asset value The net asset value per share is based on net assets of £35,012,000 and on 79,627,220 Ordinary shares being the number of Ordinary shares in issue (excluding Treasury shares) at the period end. 6. Contingencies After the period end, the Company met its obligations to make payments under bank guarantees to the value of £1.4 million. This information is provided by RNS The company news service from the London Stock Exchange
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