Albion Development VCT PLC - Ordinary Shares: A...
Albion Development VCT PLC
As required by the UK Listing Authority's Disclosure and Transparency Rules 4.1 and 6.3, Albion Development VCT PLC today makes public its information relating to the Annual Report and Financial Statements for the year ended 31 December 2013.
This announcement was approved for release by the Board of Directors on 28 March 2014.
This announcement has not been audited.
You will shortly be able to view the Annual Report and Financial Statements for the year to 31 December 2013 (which have been audited) at: www.albion-ventures.co.uk by clicking on 'Our Funds' and then 'Albion Development VCT PLC'. The Annual Report and Financial Statements for the year to 31 December 2013 will be available as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section. The information contained in the Annual Report and Financial Statements will include information as required by the Disclosure and Transparency Rules, including Rule 4.1.
Investment objectives
Albion Development VCT PLC (the "Company") is a venture capital trust which raised a total of £33.3 million through an issue of shares between 1999 and 2004. The C shares merged with the Ordinary shares in 2007.
A further £6.3 million was raised through an issue of new D shares in 2009/2010 and £6.1 million has been raised for the Ordinary shares through the Albion VCTs Top Up Offers since January 2011. The funds raised will be invested in accordance with the Company's existing investment policy.
The Company's investment policy is intended to provide investors with a regular and predictable source of dividend income combined with the prospects of long term capital growth. This is achieved by establishing a diversified portfolio of holdings in smaller, unquoted companies whilst at the same time selecting and structuring investments in such a way as to reduce the risks normally associated with investment in such companies. It is intended that this will be achieved as follows:
- Through investment in a number of higher risk companies with greater growth prospects in sectors such as software and computer services, and medical technology.
- This is balanced by investment in more stable, often asset-backed investments that provide a strong income stream. These include freehold-based businesses in the leisure sector, such as pubs and health clubs, as well as stable and profitable businesses in other sectors including business services and healthcare. Such investments will constitute the majority of investments by cost.
- In neither category do portfolio companies normally have any external borrowings with a prior charge ranking ahead of the VCT.
- Up to two-thirds of qualifying investments by cost comprise loan stock secured with a first charge on the portfolio company's assets.
Financial calendar
| Record date for first dividend | 2 May 2014 |
| Payment of first dividend | 30 May 2014 |
| Annual General Meeting | 11am on 4 June 2014 |
| Announcement of half-yearly results for the six months ending 30 June 2014 | August 2014 |
| Payment of second dividend (subject to Board approval) | 30 September 2014 |
Financial highlights
Ordinary shares
| 146.85p | Net asset value plus dividends per Ordinary share from launch to 31 December 2013 |
| 5.00p | Total tax free dividends per Ordinary share paid in the year to 31 December 2013 |
| 2.50p | First tax free dividend per Ordinary share declared for the year to 31 December 2014 |
| 74.10p | Net asset value per Ordinary share as at 31 December 2013 |
D shares
| 119.40p | Net asset value plus dividends per D share from launch to 31 December 2013 |
| 5.00p | Total tax free dividends per D share paid in the year to 31 December 2013 |
| 2.50p | First tax free dividend per D share declared for the year to 31 December 2014 |
| 107.40p | Net asset value per D share as at 31 December 2013 |
| Ordinary shares | D shares | |||
| 31 December 2013 pence per share | 31 December 2012 pence per share | 31 December 2013 pence per share | 31 December 2012 pence per share | |
| Dividends paid | 5.00 | 5.00 | 5.00 | 3.50 |
| Revenue return | 1.10 | 1.50 | 3.00 | 1.90 |
| Capital return | 4.00 | 2.00 | 11.40 | 6.50 |
| Net asset value | 74.10 | 74.00 | 107.40 | 97.90 |
Total shareholder net asset value return to 31 December 2013:
| Ordinary shares 31 December 2013 (pence per share) (ii) | C shares 31 December 2013 (pence per share) (ii) | D shares 31 December 2013 (pence per share)(ii) | |
| Total dividends paid during the year ended: 31 December 1999(i) | 1.00 | - | - |
| 31 December 2000 | 2.90 | - | - |
| 31 December 2001 | 3.95 | - | - |
| 31 December 2002 | 4.20 | - | - |
| 31 December 2003(iii) | 4.50 | 0.75 | - |
| 31 December 2004 | 4.00 | 2.00 | - |
| 31 December 2005 | 5.20 | 5.90 | - |
| 31 December 2006 | 3.00 | 4.50 | - |
| 31 December 2007(iv) | 5.00 | 5.36 | - |
| 31 December 2008 | 12.00 | 12.86 | - |
| 31 December 2009 | 4.00 | 4.29 | - |
| 31 December 2010 | 8.00 | 8.58 | 1.00 |
| 31 December 2011 | 5.00 | 5.36 | 2.50 |
| 31 December 2012 | 5.00 | 5.36 | 3.50 |
| 31 December 2013 | 5.00 | 5.36 | 5.00 |
| Total dividends paid to 31 December 2013 | 72.75 | 60.32 | 12.00 |
| Net asset value as at 31 December 2013 | 74.10 | 79.40 | 107.40 |
| Total shareholder return to 31 December 2013 | 146.85 | 139.72 | 119.40 |
In addition to the dividends paid above, the Board has declared a first dividend for the year ending 31 December 2014, of 2.50 pence per Ordinary share and 2.50 pence per D share payable on 30 May 2014 to shareholders on the register at 2 May 2014.
Notes
(i) Assuming subscription for Ordinary shares by the First Closing on 26 January 1999.
(ii) Excludes tax benefits upon subscription.
(iii) Those subscribing for C shares after 30 June 2003 were not entitled to the interim dividend.
(iv) The C shares were converted into Ordinary shares on 31 March 2007, with a conversion of 1.0715 Ordinary shares for each C share. The net asset value per share and all dividends paid subsequent to the conversion of the C shares to the Ordinary shares are multiplied by the conversion factor of 1.0715 in respect of the C shares return, in order to give an accurate picture of the shareholder value since launch relating to the C shares.
Chairman's statement
Introduction
The results for Albion Development VCT PLC for the year to 31 December 2013 showed a further improvement over the previous period, with a total return of 5.1 pence per Ordinary share and 14.4 pence per D share, against 3.5 pence and 8.4 pence respectively for 2012.
Investment performance and progress
The year saw three exits, with Opta Sports Data and Nelson House Hospital being sold at 3.3 times and 1.5 times cost respectively, more than compensating for the loss from the sale of Prime Care (equal to a little over half cost).
In the meantime, investment activity was strong. The renewable energy portfolio was enlarged through the investment in a new "run of river" hydro-electric project in North West Scotland, Chonais Holdings, while investments were made in three companies involved in healthcare information technology namely Cisiv, Silent Herdsman and Aridhia Informatics. In addition, a number of investments were made to support existing portfolio companies.
Companies that performed particularly strongly during the year included Radnor House School, which now has 340 pupils; Blackbay, whose mobile data solutions saw strong growth in the UK; Mirada Medical, whose medical imaging software gained market share, particularly in the US; and memsstar, where sales of specialist semiconductor fabrication equipment grew over the period. The D share portfolio benefited in particular from the proportionately high shareholdings in Radnor House, but also from the holdings in Hilson Moran and Masters Pharmaceuticals, both of which were written up as a result of growth.
Against this, partial provisions were made against, inter alia, Helveta, Consolidated PR, Lowcost and our two largest health and fitness clubs, in the face of slower growth than anticipated (in which the D share portfolio has no shareholdings).
Risks and uncertainties
The outlook for the Domestic and Global economies continues to be the key risk affecting your Company, despite the renewed growth in the UK. The task of the Manager is to allocate resources to those sectors and investment opportunities where growth can be both resilient and sustainable. Importantly, however, investment risk is mitigated through a variety of processes including our policy on ensuring that the VCT has a first charge over portfolio companies' assets wherever possible.
A detailed analysis of the other risks and uncertainties facing the business is shown in the Strategic report on pages 11 and 12 of the full Annual Report and Financial Statements.
Discount management and share buy-backs
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. The Board's policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the VCT's interest. It is the Board's intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.
During the year, the Company purchased in the market 946,000 Ordinary shares at a cost of £652,000 and 57,212 D shares at a cost of £50,000, representing 2.7 per cent. and 0.9 per cent. of the opening shares in issue.
Transactions with Manager
Details of transactions that took place with the Manager during the year can be found in note 5 and principally relate to the management fee.
Results and dividends
As at 31 December 2013, the net asset value was 74.1 pence per Ordinary share and 107.4 pence per D share. The Company will pay a first dividend for the financial year to 31 December 2014 of 2.5 pence per Ordinary share and 2.5 pence per D share on 30 May 2014 to shareholders on the register as at 2 May 2014.
Albion VCTs Top Up Offers 2013/2014
On 10 March 2014, the Company announced an increase in the size of the Albion VCTs Top Up Offers 2013/2014. In aggregate, the Albion VCTs will be aiming to raise approximately £27 million across six of the VCTs managed by Albion Ventures LLP, of which Albion Development VCT PLC (Ordinary shares) will be aiming to raise circa £4 million.
The funds raised by each Company pursuant to its Offer will be added to the liquid resources available for investment so as to put each Company into a position to take advantage of attractive investment opportunities over the next two to three years. Accordingly, the proceeds of the Offers will be applied in accordance with the respective Companies' investment policies. A prospectus has now been published and can be obtained from www.albion-ventures.co.uk.
Board changes
David Pinckney, who has been a director since the Company's launch, retired from the Board on 6 June 2013 and on behalf of all shareholders, I would like to thank him for his many years of wise counsel. Patrick Reeve, Managing Partner of Albion Ventures LLP, joined the Board on 12 November 2013 following David's retirement.
Outlook and prospects
Despite the muted outlook for the Global economies, we believe that a number of our portfolio companies have real prospects for sustained growth and strong value creation. The results for the year have been encouraging and provide some under-pinning to this optimism. We continue to rebalance our investment portfolio to provide further emphasis on areas that we see as being more resilient with strong growth prospects, and look forward to the current year with some confidence.
Geoffrey Vero
Chairman
28 March 2014
Strategic report
The Directors present the Strategic report of the Company for the year ended 31 December 2013 which has been prepared in accordance with the requirements of section 414A of the Companies Act 2006 (the "Act"). The purpose of this report is to inform Shareholders and provide them with sufficient information to enable them to assess the extent to which the Directors have performed their duty to promote the success of the Company in accordance with section 172 of the Act.
Investment objective and policy
The Company's investment policy is intended to provide investors with a regular and predictable source of dividend income combined with the prospects of long term capital growth. This is achieved by establishing a diversified portfolio of holdings in smaller, unquoted companies whilst at the same time selecting and structuring investments in such a way as to reduce the risks normally associated with investment in such companies. It is intended that this will be achieved as follows:
- Through investment in a number of higher risk companies with greater growth prospects in sectors such as software and computer services, and medical technology.
- This is balanced by investment in more stable, often asset-backed investments that provide a strong income stream. These include freehold-based businesses in the leisure sector, such as pubs and health clubs, as well as stable and profitable businesses in other sectors including business services and healthcare. Such investments will constitute the majority of investments by cost.
- In neither category do portfolio companies normally have any external borrowings with a prior charge ranking ahead of the VCT.
- Up to two-thirds of qualifying investments by cost comprise loan stock secured with a first charge on the portfolio company's assets.
Funds held pending investment or for liquidity purposes will be held as cash on deposit or in floating rate notes or similar instruments with banks or other financial institutions with a Moody's rating of A or above.
Current portfolio sector allocation
As mentioned above, it is intended that the Company's investment portfolio will be split between higher risk companies with greater growth prospects, balanced by investment in more stable companies, which are often asset-backed, that provide a strong income stream combined with a protection of capital. The pie charts at the end of this announcement show the split of the portfolio valuation by industrial or commercial sector as at 31 December 2013. Details of the principal investments made by the Company are shown in the Portfolio of investments on pages 15 to 18 of the full Annual Report and Financial Statements.
Direction of portfolio
The sector analysis of the VCT's Ordinary share investment portfolio shows that renewable energy now accounts for 18 per cent. of the portfolio compared to 12 per cent. at the end of the previous financial year. Similarly, IT/Software now accounts for 18 per cent. compared to 12 per cent. in the previous financial year.
The sector analysis for the VCT's D share investment portfolio shows that Healthcare investments now account for 14 per cent. compared to 26 per cent. previously. Although healthcare has reduced as a proportion of the whole, this is due to exists over the past year. We would anticipate the sector increasing in importance in the current period, as it is a core area that the manager has targeted for value creation and a good potential source of recurring income.
The sector analyses for both the Ordinary share and the D share investment portfolio remain in line with the Board's target exposure with a view to maintaining a balanced portfolio of investments as new opportunities arise.
Results and dividend policy
| Ordinary shares | D shares | Combined | |
| £'000 | £'000 | £'000 | |
| Net revenue return for the year ended 31 December 2013 | 379 | 193 | 572 |
| Revenue dividend paid on 31 May 2013 | (841) | (159) | (1,000) |
| Revenue dividend paid on 30 September 2013 | (854) | (158) | (1,012) |
| Transfer from special reserve for the year ended 31 December 2013 | 1,695 | 317 | 2,012 |
| Transferred to other distributable reserve | 379 | 193 | 572 |
| Net capital return for the year ended 31 December 2013 | 1,335 | 726 | 2,061 |
| Transferred to realised and unrealised capital reserves | 1,335 | 726 | 2,061 |
| Net assets as at 31 December 2013 | 25,175 | 6,827 | 32,002 |
| Net asset value per share as at 31 December 2013 (pence) | 74.10 | 107.40 |
The Company paid dividends of 5.00 pence per Ordinary share and 5.00 pence per D share during the year (2012: 5.00 pence per Ordinary share and 3.50 pence per D share).
As described in the Chairman's statement, the Board has declared a first dividend for the year ending 31 December 2014 of 2.50 pence per Ordinary share and 2.50 pence per D share. This dividend will be paid on 30 May 2014 to shareholders on the register as at 2 May 2014.
As shown in the Ordinary shares' Income statement, the total investment income decreased to £731,000 (2012: £928,000) due, in part, to the disposal of loan stock investments during the year. Consequently, the Company's total revenue return to equity holders has fallen to £379,000 (2012: £481,000).
The Ordinary shares' total capital return for the year was £1,335,000 (2012: £626,000). This is mainly attributable to the upward unrealised revaluations in the Company's investment portfolio and by realised gains on disposal of investments, offset by management fees charged to capital.
The Ordinary shares' total return was 5.10 pence per share (2012: 3.50 pence per share).
The Ordinary shares' Balance sheet on shows that the net asset value has increased over the last year to 74.10 pence per share (2012: 74.00 pence per share). The increase in net asset value can be attributed to positive movements in realised and unrealised gains offset by the 5.00 pence per Ordinary share payment of dividends, expenses and the buy-back of Ordinary shares by the Company at a discount to net asset value.
The cash flow for the Ordinary shares was negative for the year as a result of a number of new investments made and dividends paid during the year partially offset by net cash inflow from operating activities, the disposal of investments and the issue of shares.
The D shares' Income statement shows an increase in income to £328,000 (2012: £249,000) due to an increase in interest received on loan stock investments made during the year.
The D shares' total capital return was £726,000 (2012: £413,000) reflecting the the upward unrealised revaluations in the Company's investment portfolio and by realised gains on disposal of investments, offset by management fees charged to capital.
The D shares' total return was 14.40 pence per share (2012: 8.40 pence per share).
The D shares' Balance sheet shows a net asset value of 107.40 pence per share (2012: 97.90 pence per share). The increase in net asset value can be attributed to the factors described above, notwithstanding the payment of the dividend of 5.00 pence per D share during the year.
Cash flow for the D shares was positive for the year, with the disposal of investments and cash inflow from operations being partially offset by the payment of dividends, the buy-back of shares and purchases of new investments.
Review of business and future changes
The results for the year to 31 December 2013 show a further improvement over the previous year with a total return of 146.85 pence per share since launch for Ordinary shares (2012: 141.75 pence per share) and 119.40 pence per share since launch for D shares (2012: 104.90 pence per share). We believe there should be further progress in the current year.
The Directors do not foresee any major changes in the activity undertaken by the Company in the current year. The Company continues with its objective to invest in unquoted companies throughout the United Kingdom with a view to providing both capital growth and a reliable dividend income to shareholders over the long term.
It is the intention of the Board to merge the D shares with the Ordinary shares in early 2015 on the basis of their respective audited net asset value per share at 31 December 2014.
A detailed review of the Company's business during the year is contained in the Chairman's statement. Details of significant events which have occurred since the end of the financial year are listed in note 21. Details of transactions with the Manager are shown in note 5.
Future prospects
The key drivers for returns within the portfolio are those sectors that are involved in the longer-term global trends. These include the importance of healthcare in an ageing population, sustainable energy against a background of climate change, and the developing use of information technology in an environment of universal information. The portfolio is well positioned to take advantage of these changes.
Key performance indicators
The Directors believe that the following key performance indicators, which are typical for venture capital trusts, used in its own assessment of the Company, will provide shareholders with sufficient information to assess how effectively the Company is applying its investment policy to meet its objectives. These are:
Net asset value total return relative to FTSE All Share Index total return
The graphs on page 4 of the full Annual Report and Financial Statements shows the net asset value total return against the FTSE All-Share Index total return, in both instances with dividends reinvested. Details on the performance of the net asset value and return per share for the year are shown on page 8 of the full Annual Report and Financial Statements.
Net asset value per share and cumulative net asset value total shareholder return
Net asset value increased by 0.1% to 74.10 pence per Ordinary share and 9.7% to 107.40 pence per D share for the year ended 31 December 2013.
Cumulative net asset value total return to shareholders increased by 3.6% to 146.90 pence per Ordinary share and 13.8% to 119.4 pence per D share for the year ended 31 December 2013.
Dividend distributions
Dividends paid in respect of the year ended 31 December 2013 were 5.00 pence per Ordinary share (2012: 5.00 pence per share) and 5.00 pence per D share (2012: 3.50 pence per share), in line with the Boards dividend objective. Cumulative dividends paid since inception are 72.75 pence per Ordinary share and 12.0 pence per D share.
Ongoing charges
The ongoing charges ratio for the year to 31 December 2013 was 2.9 per cent. (2012: 3.0 per cent.). The ongoing charges ratio has been calculated using the Association of Investment Companies' (AIC) recommended methodology. This figure shows shareholders the total recurring annual running expenses (including investment management fees charged to capital reserve) as a percentage of the average net assets attributable to shareholders. The Directors expect the ongoing charges ratio for the next year to be approximately 2.9 per cent.
Maintenance of VCT qualifying status
The Company continues to comply with HM Revenue & Customs (HMRC). rules in order to maintain its status under Venture Capital Trust legislation as highlighted below.
VCT Regulation
The investment policy is designed to ensure that the Company continues to qualify and is approved as a VCT by HMRC. In order to maintain its status under Venture Capital Trust legislation, a VCT must comply on a continuing basis with the provisions of Section 274 of the Income Tax Act 2007 as follows:
| (1) | The Company's income must be derived wholly or mainly from shares and securities; |
| (2) | At least 70 per cent. of the HMRC value of its investments must have been represented throughout the year by shares or securities that are classified as 'qualifying holdings'; |
| (3) | At least 30 per cent. by HMRC value of its total qualifying holdings must have been represented throughout the year by holdings of 'eligible shares'. For funds raised after 5 April 2011 the figure is 70 per cent.; |
| (4) | At no time in the year must the Company's holdings in any one company (other than another VCT) have exceeded 15 per cent. by HMRC value of its investments; |
| (5) | The Company must not have retained greater than 15 per cent. of its income earned in the year from shares and securities; |
| (6) | Eligible shares must comprise at least 10 per cent. by HMRC value of the total of the shares and securities that the Company holds in any one portfolio company; and |
| (7) | The Company's shares, throughout the year, must have been listed in the Official List of the Stock Exchange. |
These tests drive a spread of investment risk through disallowing holdings of more than 15 per cent. in any portfolio company. The tests have been carried out and independently reviewed for the year ended 31 December 2013. The Company has complied with all tests and continues to do so.
'Qualifying holdings' include shares or securities (including loans with a five year or greater maturity period) in companies which operate a 'qualifying trade' wholly or mainly in the United Kingdom. 'Qualifying trade' excludes, amongst other sectors, dealing in property or shares and securities, insurance, banking and agriculture. Details of the sectors in which the Company is invested can be found in the pie chart at the end of this announcement.
Portfolio company gross assets must not exceed £15 million immediately prior to the investment and £16 million immediately thereafter. With effect from 6 April 2012 the legislation has been amended so as to prevent any company from receiving more than £5 million in aggregate from all state-aided providers of risk capital, including VCTs, in the 12 month period up to and including the most recent such investment.
Gearing
As defined by the Articles of Association, the Company's maximum exposure in relation to gearing is restricted to 10 per cent. of the adjusted share capital and reserves. As at 31 December 2013 the Company's maximum possible exposure was £3,097,000 (2012: £2,914,000) and its actual short term and long term gearing at this date was £nil (2012: £nil). The Directors do not currently have any intention to utilise long term gearing.
Operational arrangements
The Company has delegated the investment management of the portfolio to Albion Ventures LLP, which is authorised and regulated by the Financial Conduct Authority. Albion Ventures LLP also provides company secretarial and other accounting and administrative support to the Company. Further details regarding the terms of engagement of the Manager and the way the Board has evaluated the performance of the Manager are shown on page 23 of the full Annual Report and Financial Statements.
Discount management and share buy-back policy
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. The Board's policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the VCT's interest.
It is the Board's intention for such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.
Further details of shares bought back during the year ended 31 December 2013 can be found in note 15 of the Financial Statements.
Social and community issues, employees and human rights
The Board recognises the requirement under section 414C of the Act to detail information about social and community issues, employees and human rights; including any policies it has in relation to these matters and effectiveness of these policies. As an externally managed investment company with no employees, the Company has no policies in these matters and as such these requirements do not apply.
Further policies
The Company has adopted a number of further policies relating to:- Environment
- Global greenhouse gas emissions
- Anti-bribery
- Diversity
and these are set out in the Directors' report on page 22 of the full Annual Report and Financial Statements.
Risk management
The Board carries out a regular review of the risk environment in which the Company operates. The principal risks and uncertainties of the Company as identified by the Board and how they are managed are as follows:
| Risk | Possible consequence | Risk management |
| Economic risk | Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways. | To reduce this risk, in addition to investing equity in portfolio companies, the Company often invests in secured loan stock and has a policy of not normally permitting any external bank borrowings within portfolio companies. Additionally, the Manager has been rebalancing the sector exposure of the portfolio with a view to reducing reliance on consumer led sectors. |
| Investment risk | This is the risk of investment in poor quality assets which reduces the capital and income returns to shareholders, and negatively impacts on the Company's reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses. | To reduce this risk, the Board places reliance upon the skills and expertise of the Manager and its strong track record for investing in this segment of the market. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites and takes account of comments from non-executive Directors of the Company on investments discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards) and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. |
| Valuation risk | The Company's investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported. | As described in note 2 of the Financial Statements, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgments about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgments the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. All other unquoted loan stock is measured at amortised cost. The values of a number of investments are also underpinned by independent third party professional valuations. |
| VCT approval risk | The Company's current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares. | To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed PricewaterhouseCoopers LLP as its taxation advisor. PricewaterhouseCoopers LLP report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a new portfolio company is also pre-cleared with H.M. Revenue & Customs. |
| Compliance risk | The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies. | Board members and the Manager have experience of operating or advising at senior levels within quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies. |
| Internal control risk | Failures in key controls, within the Board or within the Manager's business, could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders. | The Audit Committee meets with the Manager's Internal Auditor, PKF Littlejohn LLP, when required, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit Committee to ask specific and detailed questions. Jonathan Thornton, as a member of the Audit Committee, met with the internal audit Partner of PKF Littlejohn LLP in January 2014 to discuss the most recent Internal Audit Report on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Company's internal controls through the implementation of the Turnbull guidance are detailed on page 29 of the full Annual Report and Financial Statements. Measures are in place to mitigate information risk in order to ensure the integrity, availability and confidentiality of information used within the business. |
| Reliance upon third parties risk | The Company is reliant upon the services of Albion Ventures LLP for the provision of investment management and administrative functions. | There are provisions within the management agreement for the change of Manager under certain circumstances (for further detail, see the management agreement paragraph on pages 22 and 23 of the full Annual Report and Financial Statements). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP. |
| Financial risk | By its nature, as a venture capital trust, the Company is exposed to investment risk (which comprises investment price risk and cash flow interest rate risk), credit risk and liquidity risk. | The Company's policies for managing these risks and its financial instruments are outlined in full in note 19 to the Financial Statements. All of the Company's income and expenditure is denominated in sterling and hence the Company has no foreign currency risk. The Company is financed through equity and does not have any borrowings. The Company does not use derivative financial instruments for speculative purposes. |
On behalf of the Board,
Geoffrey Vero
Chairman
28 March 2014
Responsibility Statement
In preparing these financial statements for the year to 31 December 2013, the Directors of the Company, being Geoffrey Vero, Jonathan Thornton, Andrew Phillipps and Patrick Reeve, confirm that to the best of their knowledge:
- summary financial information contained in this announcement and the full Annual Report and Financial Statements for the year ended 31 December 2013 for the Company has been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (UK Accounting Standards and applicable law) and give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company for the year ended 31 December 2013 as required by DTR 4.1.12.R;
- the Chairman's statement and Strategic report include a fair review of the information required by DTR 4.2.7R (indication of important events during the year ended 31 December 2012 and description of principal risks and uncertainties that the Company faces); and
- the Chairman's statement and Strategic report include a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes therein).
A detailed "Statement of Directors' responsibilities for the preparation of the Company's financial statements" is contained within the full audited Annual Report and Financial Statements.
By order of the Board
Geoffrey Vero
Chairman
28 March 2014
Income statement
| Combined Year ended 31 December 2013 | Combined Year ended 31 December 2012 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Gains on investments | 3 | - | 2,474 | 2.474 | - | 1,410 | 1,410 |
| Investment income | 4 | 1,059 | - | 1,059 | 1,177 | - | 1,177 |
| Investment management fees | 5 | (177) | (532) | (709) | (165) | (499) | (664) |
| Other expenses | 6 | (196) | - | (196) | (235) | - | (235) |
| Return on ordinary activities before tax | 686 | 1,942 | 2,628 | 777 | 911 | 1,688 | |
| Tax (charge)/credit on ordinary activities | 8 | (114) | 119 | 5 | (172) | 128 | (44) |
| Return attributable to shareholders | 572 | 2,061 | 2,633 | 605 | 1,039 | 1,644 | |
The accompanying notes form an integral part of these Financial Statements.
The total column of this Income statement represents the profit and loss account of the Company. The supplementary revenue and capital columns have been prepared in accordance with The Association of Investment Companies' Statement of Recommended Practice.
All revenue and capital items in the above statement derive from continuing operations.
There are no recognised gains or losses other than the results for the year disclosed above, accordingly a Statement of total recognised gains and losses is not required.
The difference between the reported return on ordinary activities before tax and the historical return is due to the fair value movements on investments. As a result a note on historical cost profit and losses has not been prepared.
Disclosure of basic and diluted earnings per share is given in the underlying Ordinary and D share Income statements on the following pages.
Income statement (non-statutory analysis)
| Ordinary shares Year ended 31 December 2013 | Ordinary shares Year ended 31 December 2012 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Gains on investments | 3 | - | 1,665 | 1,665 | - | 921 | 921 |
| Investment income | 4 | 731 | - | 731 | 928 | - | 928 |
| Investment management fees | 5 | (141) | (422) | (563) | (132) | (396) | (528) |
| Other expenses | 6 | (152) | - | (152) | (183) | - | (183) |
| Return on ordinary activities before tax | 438 | 1,243 | 1,681 | 613 | 525 | 1,138 | |
| Tax (charge)/credit on ordinary activities | 8 | (59) | 92 | 33 | (132) | 101 | (31) |
| Return attributable to shareholders | 379 | 1,335 | 1,714 | 481 | 626 | 1,107 | |
| Basic and diluted return per share (pence)* | 10 | 1.10 | 4.00 | 5.10 | 1.50 | 2.00 | 3.50 |
| D shares Year ended 31 December 2013 | D shares Year ended 31 December 2012 | ||||||
| Revenue | Capital | Total | Revenue | Capital | Total | ||
| Note | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Gains on investments | 3 | - | 809 | 809 | - | 489 | 489 |
| Investment income | 4 | 328 | - | 328 | 249 | - | 249 |
| Investment management fees | 5 | (36) | (110) | (146) | (33) | (103) | (136) |
| Other expenses | 6 | (44) | - | (44) | (52) | - | (52) |
| Return on ordinary activities before tax | 248 | 699 | 947 | 164 | 386 | 550 | |
| Tax (charge)/credit on ordinary activities | 8 | (55) | 27 | (28) | (40) | 27 | (13) |
| Return attributable to shareholders | 193 | 726 | 919 | 124 | 413 | 537 | |
| Basic and diluted return per share (pence)* | 10 | 3.00 | 11.40 | 14.40 | 1.90 | 6.50 | 8.40 |
* excluding treasury shares
The accompanying notes form an integral part of these Financial Statements.
Balance sheet
| Combined 31 December 2013 | Combined 31 December 2012 | ||
| Note | £'000 | £'000 | |
| Fixed asset investments | 11 | 25,997 | 22,540 |
| Current assets | |||
| Trade and other debtors | 13 | 99 | 282 |
| Current asset investments | 13 | 36 | 530 |
| Cash at bank and in hand | 17 | 6,210 | 7,131 |
| 6,345 | 7,943 | ||
| Creditors: amounts falling due within one year | 14 | (340) | (378) |
| Net current assets | 6,005 | 7,565 | |
| Net assets | 32,002 | 30,105 | |
| Capital and reserves | |||
| Called up share capital | 15 | 441 | 421 |
| Share premium | 2,343 | 392 | |
| Capital redemption reserve | 8 | 2 | |
| Unrealised capital reserve | 125 | (2,046) | |
| Realised capital reserve | 3,772 | 3,326 | |
| Other distributable reserve | 25,313 | 28,010 | |
| Total equity shareholders' funds | 32,002 | 30,105 | |
The accompanying form an integral part of these Financial Statements.
Disclosure of basic and diluted net asset value per share is given in the underlying Ordinary and D shares Balance sheets on the following pages.
These Financial Statements were approved by the Board of Directors, and authorised for issue on 28 March 2014 and were signed on its behalf by
Geoffrey Vero
Chairman
Company number: 03654040
Balance sheet (non-statutory analysis)
| Ordinary shares 31 December 2013 | Ordinary shares 31 December 2012 | ||
| Note | £'000 | £'000 | |
| Fixed asset investments | 11 | 20,945 | 17,606 |
| Current assets | |||
| Trade and other debtors | 13 | 95 | 202 |
| Current asset investments | 13 | 36 | 30 |
| Cash at bank and in hand | 17 | 4,330 | 6,309 |
| 4,461 | 6,541 | ||
| Creditors: amounts falling due within one year | 14 | (231) | (287) |
| Net current assets | 4,230 | 6,254 | |
| Net assets | 25,175 | 23,860 | |
| Capital and reserves | |||
| Called up share capital | 15 | 377 | 357 |
| Share premium | 2,304 | 383 | |
| Capital redemption reserve | 8 | 2 | |
| Unrealised capital reserve | (987) | (2,661) | |
| Realised capital reserve | 3,731 | 3,514 | |
| Other distributable reserve | 19,742 | 22,265 | |
| Total equity shareholders' funds | 25,175 | 23,860 | |
| Basic and diluted net asset value per share (pence)* | 16 | 74.10 | 74.00 |
* excluding treasury shares
The accompanying notes form an integral part of these Financial Statements.
Balance sheet (non-statutory analysis)
| D shares 31 December 2013 | D shares 31 December 2012 | ||
| Note | £'000 | £'000 | |
| Fixed asset investments | 11 | 5,052 | 4,934 |
| Current assets | |||
| Trade and other debtors | 13 | 4 | 80 |
| Current asset investments | 13 | - | 500 |
| Cash at bank and in hand | 17 | 1,880 | 822 |
| 1,884 | 1,402 | ||
| Creditors: amounts falling due within one year | 14 | (109) | (91) |
| Net current assets | 1,775 | 1,311 | |
| Net assets | 6,827 | 6,245 | |
| Capital and reserves | |||
| Called up share capital | 15 | 64 | 64 |
| Share premium | 39 | 9 | |
| Unrealised capital reserve | 1,112 | 615 | |
| Realised capital reserve | 41 | (188) | |
| Other distributable reserve | 5,571 | 5,745 | |
| Total equity shareholders' funds | 6,827 | 6,245 | |
| Basic and diluted net asset value per share (pence)* | 16 | 107.40 | 97.90 |
* excluding treasury shares
The accompanying notes form an integral part of these Financial Statements.
Reconciliation of movements in shareholders' funds
Combined
| Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve | Realised capital reserve* | Other distributable reserve* | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| As at 1 January 2013 | 421 | 392 | 2 | (2,046) | 3,326 | 28,010 | 30,105 |
| Return for the year | - | - | - | 2,253 | (191) | 572 | 2,633 |
| Transfer of unrealised gains to realised gains | - | - | - | (82) | 82 | - | - |
| Purchase of shares for treasury | - | - | - | - | - | (261) | (261) |
| Purchase of shares for cancellation | (6) | - | 6 | - | - | (441) | (441) |
| Issue of equity (net of costs) | 26 | 1,951 | - | - | - | - | 1,977 |
| Transfer from other distributable reserve to realised capital reserve | - | - | - | - | 555 | (555) | - |
| Dividends paid | - | - | - | - | - | (2,012) | (2,012) |
| As at 31 December 2013 | 441 | 2,343 | 8 | 125 | 3,772 | 25,313 | 32,002 |
| Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve* | Realised capital reserve* | Other distributable reserve* | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| As at 1 January 2012 | 20,088 | 636 | 1,917 | (3,143) | 2,713 | 6,603 | 28,814 |
| Return/(loss) for the year | - | - | - | 1,058 | (19) | 605 | 1,644 |
| Transfer of unrealised losses to realised losses | - | - | - | 39 | (39) | - | - |
| Reduction in share capital and cancellation of capital redemption and share premium reserves** | (20,446) | (1,139) | (2,204) | - | - | 23,789 | - |
| Cancellation of treasury shares | (20) | - | 20 | - | - | - | - |
| Purchase of shares for cancellation | (269) | - | 269 | - | - | (499) | (499) |
| Issue of equity (net of costs) | 1,068 | 895 | - | - | - | - | 1,963 |
| Transfer from other distributable reserve to realised capital reserve | - | - | - | - | 671 | (671) | - |
| Dividends paid | - | - | - | - | - | (1,817) | (1,817) |
| As at 31 December 2012 | 421 | 392 | 2 | (2,046) | 3,326 | 28,010 | 30,105 |
* Included within these reserves is an amount of £29,085,000 (2012: £29,290,000) which is considered distributable.
** The reduction in the nominal value of shares from 50 pence to 1 penny and the cancellation of the capital redemption and share premium reserves (as approved by shareholders at the Annual General Meeting held on 15 June 2012 and by order of the Court dated 11 July 2012) has increased the value of distributable reserves.
A transfer of £555,000 (2012: £671,000) representing gross realised losses on disposal of investments during the year ended 31 December 2013 has been made from the other distributable reserve to the realised capital reserve.
Reconciliation of movements in shareholders' funds
Ordinary shares (non-statutory analysis)
| Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve* | Realised capital reserve* | Other distributable reserve* | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| As at 1 January 2013 | 357 | 383 | 2 | (2,661) | 3,514 | 22,265 | 23,860 |
| Return/(loss) for the year | - | - | - | 1,428 | (92) | 379 | 1,714 |
| Transfer of unrealised losses to realised losses | - | - | - | 246 | (246) | - | - |
| Purchase of shares for treasury | - | - | - | - | - | (238) | (238) |
| Purchase of shares for cancellation | (6) | - | 6 | - | - | (414) | (414) |
| Issue of equity (net of costs) | 26 | 1,921 | - | - | - | - | 1,947 |
| Transfer from other distributable reserve to realised capital reserve | - | - | - | - | 555 | (555) | - |
| Dividends paid | - | - | - | - | - | (1,695) | (1,695) |
| As at 31 December 2013 | 377 | 2,304 | 8 | (987) | 3,731 | 19,742 | 25,175 |
| Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve* | Realised capital reserve* | Other distributable reserve* | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| As at 1 January 2012 | 16,912 | 631 | 1,917 | (3,269) | 2,825 | 3,889 | 22,905 |
| Return for the year | - | - | - | 569 | 57 | 481 | 1,107 |
| Transfer of unrealised losses to realised losses | - | - | - | 39 | (39) | - | - |
| Reduction of share capital and cancellation of capital redemption and share premium reserves** | (17,327) | (1,129) | (2,204) | - | - | 20,660 | - |
| Cancellation of treasury shares | (20) | - | 20 | - | - | - | - |
| Purchase of shares for cancellation | (269) | - | 269 | - | - | (499) | (499) |
| Issue of equity (net of costs) | 1,061 | 881 | - | - | - | - | 1,942 |
| Transfer from other distributable reserve to realised capital reserve | - | - | - | - | 671 | (671) | - |
| Dividends paid | - | - | - | - | - | (1,595) | (1,595) |
| As at 31 December 2012 | 357 | 383 | 2 | (2,661) | 3,514 | 22,265 | 23,860 |
* Included within these reserves is an amount of £22,486,000 (2012: £23,118,000) which is considered distributable.
** The reduction in the nominal value of shares from 50 pence to 1 penny and the cancellation of the share premium reserve (as approved by shareholders at the Annual General Meeting held on 15 June 2012 and by order of the Court dated 11 July 2012) has increased the value of distributable reserves.
A transfer of £555,000 (2012: £671,000) representing gross realised losses on disposal of investments during the year ended 31 December 2013 has been made from the other distributable reserve to the realised capital reserve.
Reconciliation of movements in shareholders' funds
D shares (non-statutory analysis)
| Called-up share capital | Share premium | Unrealised capital reserve | Realised capital reserve* | Other distributable reserve* | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| As at 1 January 2013 | 64 | 9 | 615 | (188) | 5,745 | 6,245 |
| Return/(Loss) for the year | - | - | 825 | (99) | 193 | 919 |
| Transfer of unrealised gains to realised gains | - | - | (328) | 328 | - | - |
| Purchase of shares for treasury | - | - | - | (23) | (23) | |
| Purchase of shares for cancellation | - | - | - | - | (27) | (27) |
| Issue of equity (net of costs) | - | 30 | - | - | - | 30 |
| Dividends paid | - | - | - | - | (317) | (317) |
| As at 31 December 2013 | 64 | 39 | 1,112 | 41 | 5,571 | 6,827 |
| Called-up share capital | Share premium | Unrealised capital reserve | Realised capital reserve* | Other distributable reserve* | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| As at 1 January 2012 | 3,176 | 5 | 126 | (112) | 2,714 | 5,909 |
| Return/(loss) for the year | - | - | 489 | (76) | 124 | 537 |
| Reduction in share capital and cancellation of share premium reserve** | (3,119) | (10) | - | - | 3,129 | - |
| Issue of equity (net of costs) | 7 | 14 | - | - | - | 21 |
| Dividends paid | - | - | - | - | (222) | (222) |
| As at 31 December 2012 | 64 | 9 | 615 | (188) | 5,745 | 6,245 |
* Included within these reserves is an amount of £5,612,000 (2012: £5,557,000) which is considered distributable.
** The reduction in the nominal value of shares from 50 pence to 1 penny and the cancellation of the share premium reserve (as approved by shareholders at the Annual General Meeting held on 15 June 2012 and by order of the Court dated 11 July 2012) has increased the value of distributable reserves.
Cash flow statement
| Note | Combined Year ended 31 December 2013 £'000 | Combined Year ended 31 December 2012 £'000 | ||
| Operating activities | ||||
| Loan stock income received | 983 | 1,144 | ||
| Deposit interest received | 122 | 104 | ||
| Dividend income received | 25 | - | ||
| Investment management fees paid | (699) | (657) | ||
| Other cash payments | (216) | (224) | ||
| Net cash flow from operating activities | 18 | 215 | 367 | |
| Taxation | ||||
| UK corporation tax paid | (24) | (24) | ||
| Capital expenditure and financial investments | ||||
| Purchase of fixed asset investments | (3,697) | (4,124) | ||
| Disposal of fixed asset investments | 2,809 | 3,904 | ||
| Disposal of current asset investment | 512 | 171 | ||
| Net cash flow from investing activities | (376) | (49) | ||
| Equity dividends paid | ||||
| Dividends paid (net of cost of shares issued under the Dividend Reinvestment Scheme) | (1,846) | (1,678) | ||
| Net cash flow before financing | (2,031) | (1,384) | ||
| Financing | ||||
| Issue of share capital (net of costs) | 1,812 | 1,824 | ||
| Purchase of own shares (including costs) | 15 | (702) | (504) | |
| Net cash flow from financing | 1,110 | 1,320 | ||
| Cash flow in the year | 17 | (921) | (64) |
Cash flow statement (non-statutory analysis)
| Note | Ordinary shares Year ended 31 December 2013 £'000 | Ordinary shares Year ended 31 December 2012 £'000 | ||
| Operating activities | ||||
| Loan stock income received | 686 | 906 | ||
| Deposit interest received | 83 | 70 | ||
| Dividend income received | 23 | - | ||
| Investment management fees paid | (556) | (523) | ||
| Other cash payments | (166) | (175) | ||
| Net cash flow from operating activities | 18 | 70 | 278 | |
| Taxation | ||||
| UK corporation tax paid | (24) | (31) | ||
| Capital expenditure and financial investments | ||||
| Purchase of fixed asset investments | (3,124) | (3,304) | ||
| Disposal of fixed asset investments | 1,486 | 3,618 | ||
| Disposal of current asset investments | 12 | 171 | ||
| Net cash flow from investing activities | (1,626) | 485 | ||
| Equity dividends paid | ||||
| Dividends paid (net of cost of shares issued under Dividend Reinvestment Scheme) | (1,559) | (1,477) | ||
| Net cash flow before financing | (3,139) | (745) | ||
| Financing | ||||
| Issue of share capital (net of costs) | 1,812 | 1,824 | ||
| Purchase of own shares | 15 | (652) | (504) | |
| Net cash flow from financing | 1,160 | 1,320 | ||
| Cash flow in the year | 17 | (1,979) | 575 |
Cash flow statement (non-statutory analysis)
| Note | D shares Year ended 31 December 2013 £'000 | D shares Year ended 31 December 2012 £'000 | ||
| Operating activities | ||||
| Loan stock income received | 297 | 238 | ||
| Deposit interest received | 39 | 34 | ||
| Dividend income | 2 | |||
| Investment management fees paid | (143) | (134) | ||
| Other cash payments | (50) | (49) | ||
| Net cash flow from operating activities | 18 | 145 | 89 | |
| Taxation UK corporation tax recovered | - | 7 | ||
| Capital expenditure and financial investments | ||||
| Purchase of fixed asset investments | (573) | (820) | ||
| Disposal of fixed asset investments | 1,323 | 286 | ||
| Disposal of current asset investments | 500 | - | ||
| Net cash flow from investing activities | 1,250 | (534) | ||
| Equity dividends paid | ||||
| Dividends paid (net of cost of shares issued under the Dividend Reinvestment Scheme) | (287) | (201) | ||
| Net cash flow before financing | 1,108 | (639) | ||
| Financing | ||||
| Purchase of own shares | 15 | (50) | - | |
| Net cash flow from financing | (50) | - | ||
| Cash flow in the year | 17 | 1,058 | 1,320 |
Notes to the Financial Statements
1. Accounting convention
The financial statements have been prepared in accordance with the historical cost convention, modified to include the revaluation of investments, in accordance with applicable United Kingdom law and accounting standards and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" ("SORP") issued by The Association of Investment Companies ("AIC") in January 2009. Accounting policies have been applied consistently in current and prior periods.
2. Accounting policies
Investments
Quoted and unquoted equity investments, debt issued at a discount, and convertible bonds
In accordance with FRS 26 "Financial Instruments Recognition and Measurement", unquoted equity, debt issued at a discount and convertible bonds are designated as fair value through profit or loss ("FVTPL"). Unquoted investments' fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines).
Fair value movements and gains and losses arising on the disposal of investments are reflected in the capital column of the Income statement in accordance with the AIC SORP. Realised gains or losses on the sale of investments will be reflected in the realised capital reserve, and unrealised gains or losses arising from the revaluation of investments will be reflected in the unrealised capital reserve.
Warrants and unquoted equity derived instruments
Warrants and unquoted equity derived instruments are only valued if there is deemed to be additional value to the Company in exercising or converting as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment.
Unquoted loan stock
Unquoted loan stock (excluding debt issued at a discount and convertible bonds) is classified as loans and receivables as permitted by FRS 26 and measured at amortised cost using the effective interest rate method less impairment. Movements in the amortised cost relating to interest income are reflected in the revenue column of the Income statement, and hence are reflected in the other distributable reserve, and movements in respect of capital provisions are reflected in the capital column of the Income statement and are reflected in the realised capital reserve following sale, or in the unrealised capital reserve for impairments arising from revaluations of the fair value of the security.
For all unquoted loan stock, whether fully performing, past due or impaired, the Board considers that the fair value is equal to or greater than the security value of these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the original effective interest rate. The future cash flows are estimated based on the fair value of the security less estimated selling costs.
Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment.
Dividend income is not recognised as part of the fair value movement of an investment, but is recognised separately as investment income through the revenue reserve when a share becomes ex-dividend.
Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period.
In accordance with the exemptions under FRS 9 "Associates and joint ventures", those undertakings in which the Company holds more than 20 per cent. of the equity as part of an investment portfolio are not accounted for using the equity method.
Current asset investments
Contractual future contingent receipts on disposal of fixed asset investments are designated at fair value through profit or loss and are subsequently measured at fair value.
Fixed term deposits are classified as current asset investments as they are investments held for the short term.
Investment income
Unquoted equity income
Dividend income is included in revenue when the investment is quoted ex-dividend.
Unquoted loan stock income
Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using an effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment.
Bank interest income
Interest income is recognised on an accruals basis using the rate of interest agreed with the bank.
Investment management fees and other expenses
All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue column of the Income statement except the following which are charged through the realised capital reserve:
- 75 per cent. of management fees are allocated to the capital account in line with the Board's expectation that over the long term 75 per cent. of the Company's investment returns will be in the form of capital gains; and
- expenses which are incidental to the purchase or disposal of an investment are charged through the realised capital reserve.
Performance incentive fee
In the event that a performance incentive fee crystallises or is provided for, the fee will be allocated between revenue and realised capital reserves based upon the proportion to which the calculation of the fee is attributable to revenue and capital returns.
Taxation
Taxation is applied on a current basis in accordance with FRS 16 "Current tax". Taxation associated with capital expenses is applied in accordance with the SORP. In accordance with FRS 19 "Deferred tax", 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.
Dividends
In accordance with FRS 21 "Events after the balance sheet date", dividends by the Company are accounted for in the period in which the dividend is declared.
Reserves
Share premium reserve
This reserve accounts for the difference between the price paid for shares and the nominal value of the shares, less issue costs and transfers to the other distributable reserve.
Capital redemption reserve
This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares.
Unrealised capital reserve
Increases and decreases in the valuation of investments held at the year end against cost, are included in this reserve.
Realised capital reserve
The following are disclosed in this reserve:
- gains and losses compared to cost on the realisation of investments;
- expenses, together with the related taxation effect, charged in accordance with the above policies; and
- dividends paid to equity holders.
Other distributable reserve
The special reserve, treasury share reserve and the revenue reserve have been combined to form a single reserve named other distributable reserve.
This reserve accounts for movements from the revenue column of the Income statement, the payment of dividends, the buy-back of shares and other non capital realised movements.
D shares
Until such time that D shares are converted into Ordinary shares, all investments and returns attributable to this class of share will be separately identifiable from the existing Ordinary shares. All residual expenses will be allocated in the ratio of the respective Net Asset Values of each class of share.
3. Gains on investments
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||||
| Ordinary shares | D shares | Total | Ordinary shares | D shares | Total | |||
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
| Unrealised gains on fixed asset investments held at fair value through profit or loss | 1,344 | 773 | 2,117 | 569 | 390 | 959 | ||
| Unrealised reversals of impairments/(impairments) on fixed asset investments held at amortised cost | 78 | 52 | 130 | (30) | 99 | 69 | ||
| 1,422 | 825 | 2,247 | 539 | 489 | 1,028 | |||
| Unrealised gains on current asset investments held at fair value through profit or loss account | 6 | - | 6 | 30 | - | 30 | ||
| Unrealised gains sub-total | 1,428 | 825 | 2,253 | 569 | 489 | 1,058 | ||
| Realised gains/(losses) on investments held at fair value through profit or loss | 286 | (23) | 263 | 337 | - | 337 | ||
| Realised (losses)/gains on investments held at amortised cost | (49) | 7 | (42) | (19) | - | (19) | ||
| 237 | (16) | 221 | 318 | - | 318 | |||
| Realised gains on current asset investments held at fair value through profit or loss | - | - | - | 34 | - | 34 | ||
| Realised gains sub-total | 237 | (16) | 221 | 352 | - | 352 | ||
| 1,665 | 809 | 2,474 | 921 | 489 | 1,410 | |||
Investments measured at amortised cost are unquoted loan stock investments as described in note 2.
4. Investment income
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||
| Ordinary shares £'000 | D shares £'000 | Total £'000 | Ordinary shares £'000 | D shares £'000 | Total £'000 | |
| Income recognised on investments held at fair value through profit or loss | ||||||
| Dividend income | 25 | 2 | 27 | - | - | - |
| Income from convertible bonds and discounted debt | 206 | 94 | 300 | 159 | 87 | 246 |
| 231 | 96 | 327 | 159 | 87 | 246 | |
| Income recognised on investments held at amortised cost | ||||||
| Bank deposit interest | 72 | 23 | 95 | 72 | 31 | 103 |
| Return on loan stock investments | 428 | 209 | 637 | 697 | 131 | 828 |
| 500 | 232 | 732 | 769 | 162 | 931 | |
| 731 | 328 | 1,059 | 928 | 249 | 1,177 | |
Interest income earned on impaired investments at 31 December 2013 amounted to £122,000 (2012: £233,000). These investments are all held at amortised cost.
5. Investment management fees
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||
| Ordinary shares £'000 | D shares £'000 | Total £'000 | Ordinary shares £'000 | D shares £'000 | Total £'000 | |
| Investment management fee charged to revenue | 141 | 36 | 177 | 132 | 33 | 165 |
| Investment management fee charged to capital | 422 | 110 | 532 | 396 | 103 | 499 |
| 563 | 146 | 709 | 528 | 136 | 664 | |
Further details of the Management agreement under which the investment management fee is paid are given in the Directors' report on pages 22 and 23 of the full Annual Report and Financial Statements.
During the year, services of a total value of £709,000 (2012: £664,000) were purchased by the Company from Albion Ventures LLP in respect of management fees. At the financial year end, the amount due to Albion Ventures LLP disclosed as accruals was £180,000 (2012: £169,000).
During the year the Company raised new funds through the Albion VCTs Top Up Offers 2012/2013 as detailed in note 15. The total cost of the issue of these shares was 3.0 per cent. of the sums subscribed. Of these costs, an amount of £3,250 (2012: £7,403) was paid to the Manager, Albion Ventures LLP in respect of receiving agent services. There were no sums outstanding in respect of receiving agent services at the year end.
Albion Ventures LLP holds 331 fractional entitlement shares of the Company as a result of the conversion of C shares to Ordinary shares in March 2007. These shares will be sold for the benefit of the Company at a future date.
Albion Ventures LLP also holds 14,000 Ordinary shares as a result of the failure of an original subscriber to pay cleared funds on initial subscription.
6. Other expenses
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||
| Ordinary shares | D shares | Total | Ordinary shares | D shares | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Directors' fees (including VAT and NIC) | 60 | 15 | 75 | 69 | 18 | 87 |
| Other administrative expenses | 72 | 24 | 96 | 95 | 29 | 124 |
| Auditor's remuneration for statutory audit services (excluding VAT) | 20 | 5 | 25 | 19 | 5 | 24 |
| 152 | 44 | 196 | 183 | 52 | 235 | |
7. Directors' fees
The amounts paid to and on behalf of Directors during the year are as follows:
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||
| Ordinary shares | D shares | Total | Ordinary shares | D shares | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Directors' fees | 57 | 14 | 71 | 65 | 17 | 82 |
| National insurance and/or VAT | 3 | 1 | 4 | 4 | 1 | 5 |
| 60 | 15 | 75 | 69 | 18 | 87 | |
Further information can be found in the Directors' remuneration report on pages 31 and 32 of the full Annual Report and Financial Statements.
8. Tax (charge)/credit on ordinary activities
The Company's combined tax credit of £5,000 (2012 charge: £44,000) is analysed between the two share classes as follows:
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||
| Ordinary shares | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 |
| UK corporation tax in respect of current year | (92) | 92 | - | (149) | 101 | (48) |
| UK corporation tax in respect of prior years | 33 | - | 33 | 17 | - | 17 |
| (59) | 92 | 33 | (132) | 101 | (31) | |
Factors affecting the tax charge:
| Ordinary shares | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 |
| Profit on ordinary activities before taxation | 1,681 | 1,138 |
| Tax on profit at the standard rate of 23.25 per cent. (2012: 24.5 per cent.) | (390) | (279) |
| Factors affecting the charge: | ||
| Non-taxable profits | 384 | 226 |
| Non-taxable income | 6 | - |
| Non-deductible expenses | - | (4) |
| Marginal relief | - | 9 |
| Adjustment in respect of prior years | 33 | 17 |
| 33 | (31) |
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||
| D shares | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 |
| UK corporation tax in respect of current year | (55) | 27 | (28) | (40) | 27 | (13) |
Factors affecting the tax charge:
| D shares | Year ended 31 December 2013 £'000 | Year ended 31 December 2012 £'000 |
| Profit on ordinary activities before taxation | 947 | 550 |
| Tax on profit at the standard rate of 23.25 per cent. (2012: 24.5 per cent.) | (220) | (135) |
| Factors affecting the charge: | ||
| Non-taxable profits | 188 | 120 |
| Non-deductible expenses | - | (1) |
| Marginal relief | 4 | 3 |
| (28) | (13) |
The tax charge for the year shown in the Income statement is lower than the standard rate of corporation tax in the UK of 23.25 per cent. (2012: 24.5 per cent.). The differences are explained above.
Consortium relief is recognised in the accounts in the period in which the claim is submitted to HMRC and is shown as tax in respect of prior years.
Notes
| (i) | Venture Capital Trusts are not subject to corporation tax on capital gains. |
| (ii) | Tax relief on expenses charged to capital has been determined by allocating tax relief to expenses by reference to the applicable corporation tax rate and allocating the relief between revenue and capital in accordance with the SORP. |
| (iii) | No deferred tax asset or liability has arisen in the year. |
9. Dividends
| Year ended 31 December 2013 | Year ended 31 December 2012 | |
| Ordinary shares | £'000 | £'000 |
| Dividend of 2.5p per Ordinary share paid on 31 May 2012 | - | 799 |
| Dividend of 2.5p per Ordinary share paid on 30 September 2012 | - | 796 |
| Dividend of 2.5p per Ordinary share paid on 31 May 2013 | 841 | - |
| Dividend of 2.5p per Ordinary share paid on 30 September 2013 | 854 | - |
| 1,695 | 1,595 |
| Year ended 31 December 2013 | Year ended 31 December 2012 | |
| D shares | £'000 | £'000 |
| Dividend of 1.75p per D share paid on 31 May 2012 | - | 111 |
| Dividend of 1.75p per D share paid on 30 September 2012 | - | 111 |
| Dividend of 2.5p per D share paid on 31 May 2013 | 159 | - |
| Dividend of 2.5p per D share paid on 30 September 2013 | 158 | - |
| 317 | 222 |
In addition to the dividends summarised above, the Board has declared a first dividend of 2.50 pence per Ordinary share and 2.50 pence per D share for the year ending 31 December 2014. This dividend will be paid on 30 May 2014 to shareholders on the register as at 2 May 2014. The total dividend will be approximately £877,000 for Ordinary shares and £159,000 for D shares.
10. Basic and diluted return per share
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||||
| Ordinary shares | Revenue | Capital | Total | Revenue | Capital | Total | ||
| The return per share has been based on the following figures: | ||||||||
| Return attributable to equity shares (£'000) | 379 | 1,335 | 1,714 | 481 | 626 | 1,107 | ||
| Weighted average shares in issue (excluding treasury shares) | 33,589,482 | 31,651,285 | ||||||
| Return attributable per equity share (pence) | 1.10 | 4.00 | 5.10 | 1.50 | 2.00 | 3.50 | ||
The weighted average number of Ordinary shares is calculated excluding the treasury shares of 3,769,000 (2012: 3,428,000).
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||||
| D shares | Revenue | Capital | Total | Revenue | Capital | Total | ||
| The return per share has been based on the following figures: | ||||||||
| Return attributable to equity shares (£'000) | 193 | 726 | 919 | 124 | 413 | 537 | ||
| Weighted average shares in issue (excluding treasury shares) | 6,355,743 | 6,363,334 | ||||||
| Return attributable per equity share (pence) | 3.00 | 11.40 | 14.40 | 1.90 | 6.50 | 8.40 | ||
The weighted average number of D shares is calculated excluding the treasury shares of 25,625 (2012: nil).
There are no convertible instruments, derivatives or contingent share agreements in issue so basic and diluted return/(loss) per share are the same.
11. Fixed asset investments
The classification of investments by nature of instruments is as follows:
| 31 December 2013 | 31 December 2012 | |||||||||
| Ordinary shares £'000 | D Shares £'000 | Total £'000 | Ordinary shares £'000 | D shares £'000 | Total £'000 | |||||
| Investments held at fair value through profit or loss | ||||||||||
| Unquoted equity and preference shares | 8,264 | 1,972 | 10,236 | 5,490 | 1,471 | 6,961 | ||||
| Discounted debt and convertible loan stock | 5,008 | 1,531 | 6,539 | 3,534 | 1,184 | 4,718 | ||||
| 13,272 | 3,503 | 16,775 | 9,024 | 2,655 | 11,679 | |||||
| Investments held at amortised cost | ||||||||||
| Unquoted loan stock | 7,673 | 1,549 | 9,222 | 8,582 | 2,279 | 10,861 | ||||
| 20,945 | 5,052 | 25,997 | 17,606 | 4,934 | 22,540 | |||||
| Ordinary shares £'000 | D shares £'000 | Combined £'000 | ||||
| Opening valuation as at 1 January 2013 | 17,606 | 4,934 | 22,540 | |||
| Purchases at cost | 3,280 | 626 | 3,906 | |||
| Disposal proceeds | (1,549) | (1,323) | (2,872) | |||
| Realised gains/(losses) | 237 | (16) | 221 | |||
| Movement in loan stock accrued income | (52) | 6 | (46) | |||
| Unrealised gains | 1,422 | 825 | 2,247 | |||
| Closing valuation as at 31 December 2013 | 20,945 | 5,052 | 25,997 | |||
| Movement in loan stock accrued income | ||||||
| Opening accumulated movement in loan stock accrued income | 238 | 19 | 257 | |||
| Movement in loan stock accrued income | (52) | 6 | (46) | |||
| Closing accumulated movement in loan stock accrued income as at 31 December 2013 | 186 | 25 | 211 | |||
| Movement in unrealised (losses)/gains | ||||||
| Opening accumulated unrealised (losses)/gains | (2,868) | 615 | (2,253) | |||
| Transfer of previously unrealised gains/(losses) on disposal | 246 | (328) | (82) | |||
| Movement in unrealised gains | 1,422 | 825 | 2,247 | |||
| Closing accumulated unrealised (losses)/gains as at 31 December 2013 | (1,200) | 1,112 | (88) | |||
| Historic cost basis | ||||||
| Opening book cost | 20,235 | 4,300 | 24,535 | |||
| Purchases at cost | 3,280 | 626 | 3,906 | |||
| Sales at cost | (1,556) | (1,012) | (2,568) | |||
| Closing book cost as at 31 December 2013 | 21,959 | 3,914 | 25,873 | |||
Purchases and disposals detailed above do not agree to the Cash flow statement due to restructuring of investments, conversion of convertible loan stock and settlement debtors and creditors.
The Directors believe that the carrying value of loan stock measured at amortised cost is not materially different to fair value. The Company does not hold any assets as the result of the enforcement of security during the period, and believes that the carrying values for both impaired and past due assets are covered by the value of security held for these loan stock investments.
A schedule of disposals during the year is shown on pages 17 and 18 of the full Annual Report and Financial Statements.
The amended FRS 29 'Financial Instruments: Disclosures' requires the Company to disclose the valuation methods applied to its investments measured at fair value through profit or loss in a fair value hierarchy according to the following definitions;
| Fair value hierarchy | Definition of valuation method |
| Level 1 | Unadjusted quoted (bid) prices applied |
| Level 2 | Inputs to valuation are from observable sources and are directly or indirectly derived from prices |
| Level 3 | Inputs to valuations not based on observable market data |
Unquoted equity, preference shares, convertible loan stock and debt issued at a discount are all valued according to Level 3 valuation methods.
The Ordinary shares' Level 3 investments had the following movements in the year to 31 December 2013:
| 31 December 2013 | 31 December 2012 | |||||
| Equity | Convertible and discounted bonds | Total | Equity | Convertible and discounted bonds | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Opening balance | 5,490 | 3,534 | 9,024 | 5,776 | 1,581 | 7,357 |
| Additions | 965 | 2,032 | 2,997 | 976 | 1,320 | 2,296 |
| Disposals | (363) | (372) | (735) | (1,462) | (68) | (1,530) |
| Realised gains/(losses) | 107 | 179 | 286 | 400 | (63) | 337 |
| Debt/equity conversion and representation of convertible bond and debt | 772 | (425) | 347 | 24 | (24) | - |
| Unrealised gains/(losses) | 1,293 | 51 | 1,344 | (224) | 793 | 569 |
| Accrued loan stock interest | - | 9 | 9 | - | (5) | (5) |
| Closing balance | 8,264 | 5,008 | 13,272 | 5,490 | 3,534 | 9,024 |
The D shares' Level 3 investments had the following movements in the year to 31 December 2013:
| 31 December 2013 | 31 December 2012 | |||||
| Equity | Convertible and discounted bonds | Total | Equity | Convertible and discounted bonds | Total | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Opening balance | 1,471 | 1,184 | 2,655 | 1,053 | 1,138 | 2,191 |
| Additions | 262 | 331 | 593 | 53 | 63 | 116 |
| Disposals | (499) | - | (499) | (25) | - | (25) |
| Realised losses | (23) | - | (23) | - | - | - |
| Unrealised gains/(losses) | 761 | 12 | 773 | 390 | - | 390 |
| Accrued loan stock interest | - | 4 | 4 | - | (17) | (17) |
| Closing balance | 1,972 | 1,531 | 3,503 | 1,471 | 1,184 | 2,655 |
Investments held at fair value through profit or loss are valued in accordance with the IPEVCV guidelines as follows:
| 31 December 2013 | 31 December 2012 | |||||
| Valuation methodology | Ordinary shares £'000 | D shares £'000 | Total £'000 | Ordinary shares £'000 | D shares £'000 | Total £'000 |
| Net asset value supported by third party valuation | 4,339 | 2,205 | 6,544 | 1,154 | 656 | 1,810 |
| Cost and price of recent investment (reviewed for impairment) | 3,912 | 780 | 4,692 | 2,856 | 1,233 | 4,089 |
| Earnings multiple | 2,146 | 518 | 2,664 | 2,248 | 243 | 2,491 |
| Revenue multiple | 2,377 | - | 2,377 | 2,226 | - | 2,226 |
| Agreed offer or agreed new investment price | 498 | - | 498 | 540 | 523 | 1,063 |
| 13,272 | 3,503 | 16,775 | 9,024 | 2,655 | 11,679 | |
Full valuations are prepared by independent RICS qualified surveyors in full compliance with the RICS Red Book. Desk top reviews are carried out by similarly RICS qualified surveyors by updating previously prepared full valuations for current trading and market indices.
FRS 29 requires the Directors to consider the impact of changing one or more of the inputs used as part of the valuation process to reasonable possible alternative assumptions. After due consideration and noting that the valuation methodology applied to 66 per cent. of the Ordinary shares' and 85 per cent. of the D shares' Level 3 investments (by valuation) is based on third party independent evidence, recent investment price, agreed sale price/offer price and cost, the Directors believe that changes to reasonable possible alternative assumptions for the valuation of the remainder of the portfolio could lead to a significant change in the fair value of the Ordinary shares portfolio. The impact of these changes could result in an increase in the valuation of investments by £480,000 or a decrease in investments by £639,000 for the Ordinary share portfolio. The Directors do not believe that changes to reasonable possible alternative input assumptions for the D share portfolio would have a significant impact.
The Ordinary shares' unquoted equity instruments had the following movements between investment methodologies between 31 December 2012 and 31 December 2013:
| Change in valuation methodology (2012 to 2013) | Value as at 31 December 2013 £'000 | Explanatory note |
| Cost (reviewed for impairment) to net asset value supported by third party valuation | 431 | Third party valuation has recently taken place |
| Revenue multiple to agreed new investment price | 360 | Investment round has recently taken place |
The D shares unquoted equity instruments had the following movements between investment methodologies between 31 December 2012 and 31 December 2013:
| Change in valuation methodology (2012 to 2013) | Value as at 31 December 2013 £'000 | Explanatory note |
| Cost (reviewed for impairment) to net asset value supported by third party valuation | 161 | Third party valuation has recently taken place |
The valuation method used will be the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines. The Directors believe that, within these parameters, there are no other possible methods of valuation which would be reasonable as at 31 December 2013.
12. Significant interests
The principal activity of the Company is to select and hold a portfolio of investments in unquoted securities. Although the Company, through the Manager, will, in some cases, be represented on the board of the portfolio company, it will not take a controlling interest or become involved in the day-to-day management of a portfolio company. The size and structure of the companies with unquoted securities may result in certain holdings in the portfolio representing a participating interest without there being any partnership, joint venture or management consortium agreement.
The Company has interests of greater than 20 per cent. of the nominal value of any class of the allotted shares in the portfolio companies as at 31 December 2013, as described below:
| Company | Country of incorporation | Principal activity | % class and share type | % total voting rights |
| Consolidated PR Limited | Great Britain | Public relations agency | 50.0% A Ordinary | 21.7% |
| Albion Investment Properties Limited | Great Britain | Owner of residential property | 48.4% A Ordinary | 48.4% |
| Blackbay Limited | Great Britain | Mobile data solutions | 21.1% A Ordinary | 7.4% |
| Masters Pharmaceuticals Limited | Great Britain | International specialist distributor of pharmaceuticals | 21.1% A Ordinary | 1.0% |
| Peakdale Molecular Limited | Great Britain | Researcher, processor and supplier of chemical compounds | 23.0% Ordinary | 8.9% |
The investments listed above are held as part of an investment portfolio and therefore, as permitted by FRS 9, they are measured at fair value and are not accounted for using the equity method.
13. Trade and other debtors and current asset investments
| 31 December 2013 | 31 December 2012 | |||||
| Trade and other debtors | Ordinary shares £'000 | D shares £'000 | Total £'000 | Ordinary shares £'000 | D shares £'000 | Total £'000 |
| Prepayments and accrued income | 17 | 4 | 21 | 24 | 20 | 44 |
| UK corporation tax receivable | 14 | - | 14 | - | - | - |
| Other debtors | 64 | - | 64 | 178 | 60 | 238 |
| 95 | 4 | 99 | 202 | 80 | 282 | |
| 31 December 2013 | 31 December 2012 | |||||
| Current asset investments | Ordinary shares £'000 | D shares £'000 | Total £'000 | Ordinary shares £'000 | D shares £'000 | Total £'000 |
| Contingent future receipts on disposal of fixed asset investments | 36 | - | 36 | 30 | - | 30 |
| Close Brothers Bank Limited Fixed term deposit | - | - | - | - | 500 | 500 |
| 36 | - | 36 | 30 | 500 | 530 | |
The fair value hierarchy applied to contingent future receipts on disposal of fixed asset investments is Level 3. These receipts may not crystallise within 12 months.
The only movements in current asset investments during the year was the deferred receipts on disposal of fixed asset investments.
14. Creditors: amounts falling due within one year
| 31 December 2013 | 31 December 2012 | |||||
| Ordinary shares £'000 | D shares £'000 | Total £'000 | Ordinary shares £'000 | D shares £'000 | Total £'000 | |
| Accruals | 184 | 50 | 234 | 180 | 48 | 228 |
| UK corporation tax payable | - | 28 | 28 | 31 | 13 | 44 |
| Other creditors | 47 | 31 | 78 | 76 | 30 | 106 |
| 231 | 109 | 340 | 287 | 91 | 378 | |
15. Called up share capital
| 31 December 2013 | 31 December 2012 | |||||
| Ordinary shares | D shares | Total | Ordinary shares | D shares | Total | |
| Allotted, called up and fully paid shares of 1 penny each | ||||||
| Number of shares | 37,728,166 | 6,381,604 | 44,109,770 | 35,678,200 | 6,377,976 | 42,056,176 |
| Nominal value of allotted shares (£'000) | 377 | 64 | 441 | 357 | 64 | 421 |
| Voting rights (net of treasury shares) | 33,959,166 | 6,355,979 | 40,315,145 | 32,250,200 | 6,377,976 | 38,628,176 |
Following the Annual General Meeting on 15 June 2012, the Company obtained authority to reduce the nominal value of its shares from 50 pence to 1 penny, and to cancel its capital redemption and share premium reserves. This was approved by the Court on 11 July 2012. This restructuring increased the distributable reserves available to the Company for the payment of dividends, the buy-back of shares, and for other corporate purposes. The effect of these transactions were to reduce the Ordinary share capital by £17,327,000 and the D share capital by £3,119,000, the Ordinary share capital redemption reserve by £2,204,000 and the Ordinary share and D share share premium reserves by £1,129,000 and £10,000 respectively.
The Company purchased 341,000 Ordinary shares at a cost of £238,000 (2012: nil) to be held in treasury during the year. The Company purchased 25,625 D shares at a cost of £23,000 (2012: nil) to be held in treasury during the year.
The Company cancelled no Ordinary shares from treasury (2012: 39,396), and purchased 605,000 Ordinary shares (2012: 765,436) for cancellation at a cost of £414,000 (2012: £499,000). The Company purchased 31,587 D shares (2012: nil) for cancellation at a cost of £27,000 (2012: nil).
The Company holds a total of 3,769,000 Ordinary shares in treasury, representing 9.99 per cent. of the issued Ordinary share capital as at 31 December 2013. The Company holds a total of 25,625 D shares in treasury, representing 0.4 per cent. of the issues D share capital as at 31 December 2013.
Under the terms of the Ordinary shares' Dividend Reinvestment Scheme, the following Ordinary shares of nominal value 1 penny each were allotted during the year.
| Date of allotment | Number of shares issued | Issue price (pence per share) | Mid-market price on issue date (pence per share) | Net proceeds £'000 |
| 31 May 2013 | 100,323 | 71.50 | 70.00 | 62 |
| 30 September 2013 | 107,805 | 72.10 | 69.50 | 74 |
| 208,128 | 136 |
During the period from 1 January to 31 December 2013, the Company issued the following New Ordinary shares of nominal value 1 penny each under the Albion VCTs Top Up Offers 2012/2013:
| Date of allotment | Number of shares issued | Issue price (pence per share) | Mid-market price on issue date (pence per share) | Net proceeds £'000 |
| 5 April 2013 | 1,930,961 | 76.30 | 68.00 | 1,429 |
| 12 June 2013 | 515,877 | 76.20 | 70.00 | 382 |
| 2,446,838 | 1,811 |
Under the terms of the D shares' Dividend Reinvestment Scheme, the following D shares of nominal value 1 penny each were allotted during the year.
| Date of allotment | Number of shares issued | Issue price (pence per share) | Mid-market price on issue date (pence per share) | Net proceeds £'000 |
| 31 May 2013 | 17,709 | 95.40 | 95.00 | 14 |
| 30 September 2013 | 17,506 | 99.00 | 95.00 | 16 |
| 35,215 | 30 |
16. Basic and diluted net asset values per share
| 31 December 2013 | 31 December 2012 | |||
| Ordinary shares (pence per share) | D shares (pence per share) | Ordinary shares (pence per share) | D shares (pence per share) | |
| Basic and diluted net asset values per share | 74.10 | 107.40 | 74.00 | 97.90 |
The basic and diluted net asset values per share at the year end are calculated in accordance with the Articles of Association and are based upon total shares in issue (less treasury shares) of 33,959,166 Ordinary shares (2012: 32,250,200) and 6,355,979 D shares (2012: 6,377,976) as at 31 December 2013.
17. Analysis of changes in cash during the year
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||
| Ordinary shares £'000 | D shares £'000 | Total £'000 | Ordinary shares £'000 | D shares £'000 | Total £'000 | |
| Opening cash balances | 6,309 | 822 | 7,131 | 5,734 | 1,461 | 7,195 |
| Net cash flow | (1,979) | 1,058 | (921) | 575 | (639) | (64) |
| Closing cash balances | 4,330 | 1,880 | 6,210 | 6,309 | 822 | 7,131 |
18. Reconciliation of net return on ordinary activities before taxation to net cash flow from operating activities
| Year ended 31 December 2013 | Year ended 31 December 2012 | |||||
| Ordinary shares £'000 | D shares £'000 | Total £'000 | Ordinary shares £'000 | D shares £'000 | Total £'000 | |
| Revenue return on ordinary activities before taxation | 438 | 248 | 686 | 613 | 164 | 777 |
| Investment management fee charged to capital | (422) | (110) | (532) | (396) | (103) | (499) |
| Movement in accrued amortised loan stock interest | 52 | (6) | 46 | 50 | 19 | 69 |
| Decrease/(increase) in debtors | 7 | 15 | 22 | (1) | 3 | 2 |
| (Decrease)/increase in creditors | (5) | (2) | (7) | 12 | 6 | 18 |
| Net cash flow from operating activities | 70 | 145 | 215 | 278 | 89 | 367 |
19. Capital and financial instruments risk management
The Company's capital comprises Ordinary shares and D shares as described in note 15. The Company is permitted to buy back its own shares for cancellation or treasury purposes, and this is described in more detail on page 21 of the Directors' report in the full Annual Report and Financial Statements.
The Company's financial instruments comprise equity and loan stock investments in unquoted companies, cash balances and debtors and creditors which arise from its operations. The main purpose of these financial instruments is to generate cashflow and revenue and capital appreciation for the Company's operations. The Company has no gearing or other financial liabilities apart from short term creditors. The Company does not use any derivatives for the management of its Balance sheet.
The principal risks arising from the Company's operations are:
- Investment (or market) risk (which comprises investment price and cash flow interest rate risk);
- credit risk; and
- liquidity risk.
The Board regularly reviews and agrees policies for managing each of these risks. There have been no changes in the nature of the risks that the Company has faced during the past year, and apart from where noted below, there have been no changes in the objectives, policies or processes for managing risks during the past year. The key risks are summarised below.
Investment risk
As a venture capital trust, it is the Company's specific nature to evaluate and control the investment risk of its portfolio in unquoted investments, details of which are shown on pages 15 to 18 of the Annual Report and Financial Statements. Investment risk is the exposure of the Company to the revaluation and devaluation of investments. The main driver of investment risk is the operational and financial performance of the portfolio company and the dynamics of market quoted comparators. The Manager receives management accounts from portfolio companies and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment risk.
The Manager and the Board formally review investment risk (which includes market price risk), both at the time of initial investment and at quarterly Board meetings.
The Board monitors the prices at which sales of investments are made to ensure that profits to the Company are maximised, and that valuations of investments retained within the portfolio appear sufficiently prudent and realistic compared to prices being achieved in the market for sales of unquoted investments.
The maximum investment risk as at the Balance sheet date is the value of the fixed asset and current asset investment portfolio (excluding fixed term deposits) which, for Ordinary shares is £20,981,000 (2012: £17,636,000) and for D shares £5,052,000 (2012: £4,934,000). Fixed asset and current asset investments form 83 per cent. of the Ordinary shares' and 74 per cent. of the D shares' net asset value (excluding fixed term deposits) as at 31 December 2013 (2012: 74 per cent. Ordinary shares; 79 per cent. D shares).
More details regarding the classification of fixed asset investments are shown in note 11.
Investment price risk
Investment price risk is the risk that the fair value of future investment cash flows will fluctuate due to factors specific to an investment instrument or to a market in similar instruments. To mitigate the investment price risk for the Company as a whole, the strategy of the Company is to invest in a broad spread of industries with up to two-thirds of the unquoted investments comprising debt securities, which, owing to the structure of their yield and the fact that they are usually secured, have a lower level of price volatility than equity.
Valuations are based on the most appropriate valuation methodology for an investment within its market, with regard to the financial health of the investment and the IPEVCV Guidelines.
As required under FRS 29 "Financial Instruments: Disclosures", the Board is required to illustrate by way of a sensitivity analysis the degree of exposure to market risk. The Board considers that the value of the fixed and current asset investment portfolio is sensitive to a 10 per cent. change based on the current economic climate. The impact of a 10 per cent. change has been selected as this is considered reasonable given the current level of volatility observed both on a historical basis and future expectations.
The sensitivity of a 10 per cent. (2012: 10 per cent.) increase or decrease in the valuation of the fixed asset and current asset investments (excluding fixed term deposits) (keeping all other variables constant) would increase or decrease the net asset value and return for the year of Ordinary shares by £2,098,000 (2012: £1,764,000) and £505,000 (2012: £493,000) for the D shares.
Cash flow interest rate risk
It is the Company's policy to accept a degree of interest rate risk on its financial assets through the effect of interest rate changes. On the basis of the Company's analysis, it is estimated that a rise of one percentage point in all interest rates would have increased total return before tax for the year by approximately £48,000. Furthermore, it is considered that a fall of interest rates below current levels during the year would have been very unlikely.
The weighted average interest rate applied to the Company's fixed rate assets during the year was approximately 4.5 per cent. for the Ordinary shares (2012: 5.9 per cent.) and 8.4 per cent. for the D shares (2012: 7.8 per cent.).
The weighted average period to maturity for the fixed rate assets is approximately 4.6 years (2012: 4.3 years) for Ordinary shares and 7.5 years for D shares (2012: 7.5 years).
The Company's financial assets and liabilities, all denominated in pounds sterling, consist of the following:
Ordinary shares
| 31 December 2013 | 31 December 2012 | |||||||
| Fixed rate £'000 | Floating rate £'000 | Non-interest bearing £'000 | Total £'000 | Fixed rate £'000 | Floating rate £'000 | Non-interest bearing £'000 | Total £'000 | |
| Unquoted equity | - | - | 8,264 | 8,264 | - | - | 5,490 | 5,490 |
| Convertible and discounted bonds | 4,070 | - | 938 | 5,008 | 3,168 | - | 366 | 3,534 |
| Unquoted loan stock | 7,450 | 209 | 14 | 7,673 | 8,436 | 146 | - | 8,582 |
| Debtors* | - | - | 71 | 71 | - | - | 178 | 178 |
| Current asset investments | - | - | 36 | 36 | - | - | 30 | 30 |
| Current liabilities* | - | - | (231) | (231) | - | - | (256) | (256) |
| Cash | 486 | 3,844 | - | 4,330 | 5,907 | 402 | - | 6,309 |
| 12,006 | 4,053 | 9,092 | 25,151 | 17,511 | 548 | 5,808 | 23,867 | |
D shares
| 31 December 2013 | 31 December 2012 | |||||||
| Fixed rate £'000 | Floating rate £'000 | Non-interest bearing £'000 | Total £'000 | Fixed rate £'000 | Floating rate £'000 | Non-interest bearing £'000 | Total £'000 | |
| Unquoted equity | - | - | 1,972 | 1,972 | - | - | 1,471 | 1,471 |
| Discounted debt and convertible bonds | 1,531 | - | - | 1,531 | 1,195 | - | - | 1,195 |
| Unquoted loan stock | 1,549 | - | - | 1,549 | 2,268 | - | - | 2,268 |
| Debtors* | - | - | 2 | 2 | - | 60 | - | 60 |
| Current asset investments | - | - | - | - | 500 | - | - | 500 |
| Current liabilities* | - | - | (81) | (81) | - | - | (78) | (78) |
| Cash | 450 | 1,430 | - | 1,880 | 682 | 140 | - | 822 |
| 3,530 | 1,430 | 1,893 | 6,853 | 4,645 | 200 | 1,393 | 6,238 | |
*The debtors and current liabilities do not reconcile to the balance sheets as prepayments and tax receivable/(payable) are not included in the above tables.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Company is exposed to credit risk through its debtors, investment in unquoted loan stock, and through the holding of cash on deposit with banks.
The Manager evaluates credit risk on loan stock and other similar instruments prior to investment, and as part of its ongoing monitoring of investments. In doing this, it takes into account the extent and quality of any security held. Typically loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company in order to mitigate the gross credit risk. The Manager receives management accounts from portfolio companies, and members of the investment management team often sit on the boards of unquoted portfolio companies; this enables the close identification, monitoring and management of investment-specific credit risk.
Bank deposits are held with banks which have a Moody's credit rating of at least 'A'. The Company has an informal policy of limiting counterparty banking exposure to a maximum of 20 per cent. of net asset value for any one counterparty.
The Manager and the Board formally review credit risk (including debtors) and other risks, both at the time of initial investment and at quarterly Board meetings.
The Company's total gross credit risk for Ordinary shares at 31 December 2013 was limited to £12,681,000 (2012: £12,116,000) of unquoted loan stock instruments (all are secured on the assets of the portfolio company) and £4,330,000 (2012: £6,309,000) of cash deposits with banks.
The Company's total gross credit risk for D shares at 31 December 2013 was limited to £3,080,000 (2012: £3,463,000) of unquoted loan stock instruments (all are secured on the assets of the portfolio company) and £1,880,000 (2012: £1,322,000) of cash and fixed term deposits with banks.
As at the Balance sheet date, the cash and fixed term deposits held by the Company are held with Lloyds Bank plc, Scottish Widows Bank plc (part of Lloyds Banking Group plc), Barclays Bank plc and National Westminster Bank plc. Credit risk on cash transactions is mitigated by transacting with counterparties that are regulated entities subject to prudential supervision, with high credit ratings assigned by international credit-rating agencies.
The credit profile of unquoted loan stock is described under liquidity risk shown below.
The Ordinary shares' cost, impairment and carrying value of impaired loan stocks as at 31 December 2013 and 31 December 2012 are as follows:
| 31 December 2013 | 31 December 2012 | |||||
| Ordinary shares | Cost £'000 | Impairment £'000 | Carrying value £'000 | Cost £'000 | Impairment £'000 | Carrying value £'000 |
| Impaired loan stock | 4,150 | (1,617) | 2,533 | 4,803 | (1,724) | 3,079 |
There are no impaired loan stock instruments for D shares.
Impaired loan stock instruments have a first fixed charge or a fixed and floating charge over the assets of the portfolio company and the Board consider the security value approximates to the carrying value.
Liquidity risk
Liquid assets are held as cash on current account, cash on deposit or short term money market account. Under the terms of its Articles, the Company has the ability to borrow up to 10 per cent. of its adjusted capital and reserves of the latest published audited Balance sheet, which amounts to £3,097,000 (2012: £2,914,000) as at 31 December 2013.
The Company had no committed borrowing facilities as at 31 December 2013 (2012: nil) and the Company had cash and fixed term deposit balances of £6,210,000 (2012: £7,631,000). The main cash outflows are for new investments, buy-back of shares and dividend payments, which are within the control of the Company. The Manager formally reviews the cash requirements of the Company on a monthly basis, and the Board on a quarterly basis, as part of its review of management accounts and forecasts. With the exception of corporation tax payable, all of the Company's financial liabilities are short term in nature and total £340,000 (2012: £378,000).
The carrying value of Ordinary shares' loan stock investments at 31 December 2013, analysed by expected maturity dates is as follows:
| Redemption date | Fully performing £'000 | Impaired £'000 | Past due £'000 | Total £'000 |
| Less than one year | 1,681 | 1,205 | 1,383 | 4,269 |
| 1-2 years | 1,158 | 1,242 | 510 | 2,910 |
| 2-3 years | 1,187 | 41 | - | 1,228 |
| 3-5 years | 1,085 | 45 | 9 | 1,139 |
| Greater than 5 years | 2,523 | - | 612 | 3,135 |
| 7,634 | 2,533 | 2,514 | 12,681 |
Loan stock categorised as past due for the Ordinary shares includes;
- loan stock valued at £1,778,000 yielding an average 4.9 per cent. which has interest past due by less than 12 months;
- loan stock valued at £575,000 yielding an average 2.9 per cent has interest past due by greater than 12 months but less than 2 years;
- loan stock valued at £161,000 yielding an average 14.63 per cent. which has capital past due by greater than 12 months but less than 3 years.
The carrying value of Ordinary shares' loan stock investments at 31 December 2012, analysed by expected maturity dates is as follows:
| Redemption date | Fully performing £'000 | Impaired £'000 | Past due £'000 | Total £'000 |
| Less than one year | 523 | 1,477 | 1,811 | 3,811 |
| 1-2 years | 1,186 | 1,415 | 322 | 2,923 |
| 2-3 years | 328 | 58 | 165 | 551 |
| 3-5 years | 1,650 | 129 | 517 | 2,296 |
| Greater than 5 years | 1,922 | - | 613 | 2,535 |
| 5,609 | 3,079 | 3,428 | 12,116 |
The carrying value of D shares' loan stock investments at 31 December 2013, analysed by expected maturity dates is as follows:
| Redemption date | Fully performing £'000 | Impaired £'000 | Past due £'000 | Total £'000 |
| Less than one year | - | - | - | - |
| 1-2 years | 1,248 | - | - | 1,248 |
| 2-3 years | 345 | - | - | 345 |
| 3-5 years | 442 | - | - | 442 |
| Greater than 5 years | 517 | - | 528 | 1,045 |
| 2,552 | - | 528 | 3,080 |
Loan stock categorised as past due for the D shares includes;
- Loan stock valued at £528,000 yielding an average 8.6 per cent. which has interest past due by less than 12 months;
The carrying value of D shares' loan stock investments at 31 December 2012, analysed by expected maturity dates is as follows:
| Redemption date | Fully performing £'000 | Impaired £'000 | Past due £'000 | Total £'000 |
| Less than one year | - | - | - | - |
| 1-2 years | - | - | - | - |
| 2-3 years | 833 | - | 442 | 1,275 |
| 3-5 years | 442 | - | 838 | 1,280 |
| Greater than 5 years | 908 | - | - | 908 |
| 2,183 | - | 1,280 | 3,463 |
In view of the availability of adequate cash balances and the repayment profile of loan stock investments, the Board considers that the Company is subject to low liquidity risk.
Fair values of financial assets and financial liabilities
All of the Company's financial assets and liabilities as at 31 December 2013 are stated at fair value as determined by the Directors, with the exception of loans and receivables included within investments, cash, fixed term deposits, debtors and creditors, which are measured at amortised cost, as permitted by FRS 26. In the opinion of the Directors, the amortised cost of loan stock is not materially different to the fair value. There are no financial liabilities other than creditors. The Company's financial liabilities are all non-interest bearing. It is the Directors' opinion that the book value of the financial liabilities is not materially different from the fair value and all are payable within one year, and that the Company is subject to low financial risk as a result of having nil gearing and positive cash balances.
20. Contingencies and commitments
The Company had the following financial commitments in respect of investments:
- Chonais Holdings Limited; £788,000
- Relayware Limited; £255,000
- Proveca Limited; £238,000
- MyMeds&Me Limited; £235,000
- The Street by Street Solar Programme Limited; £50,000
- Abcodia Limited; £18,000
- Mi-Pay Limited; £14,000
- Dragon Hydro Limited; £2,000
21. Post balance sheet events
Since the year end, the Company had the following material investment transactions:
- Investment of £610,000 in Egress Software Technologies Limited;
- Investment of £400,000 in Grapeshot Limited;
- Investment of £116,000 in Taunton Hospital Limited;
- Investment of £106,000 in Mirada Medical Limited;
- Investment of £75,000 in Sandcroft Avenue Limited;
- Investment of £50,000 in The Street by Street Solar Programme Limited;
- Investment of £18,000 in Abcodia Limited;
- Investment of £14,000 in Mi-Pay Limited;
- Investment of £8,000 in Rostima Holdings Limited;
On 6 November 2013 the Company announced the launch of the Albion VCTs Top Up Offers 2013/2014. On 14 March 2014, the Company announced an increase in the size of the Albion VCTs Top Up Offers 2013/2014. In aggregate, the Albion VCTs will be aiming to raise approximately £27 million across six of the VCTs managed by Albion Ventures LLP, of which Albion Development VCT PLC (Ordinary shares) will be aiming to raise circa £4 million.
The funds raised by each Company pursuant to its Offer will be added to the liquid resources available for investment so as to put each Company into a position to take advantage of attractive investment opportunities over the next two to three years. Accordingly, the proceeds of the Offers will be applied in accordance with the respective Companies' investment policies. A prospectus has been published and may be obtained from www.albion-ventures.co.uk.
The following Ordinary shares of nominal value 1 penny were allotted under the Offers after 31 December 2013:
| Date of allotment | Number of shares allotted | Issue price (pence per share) | Aggregate nominal value of shares £'000 | Consideration received (net of costs) £'000 | Opening market price per share on allotment date (pence per share) |
| 31 January 2014 | 549,339 | 74.40 | 41 | 396 | 69.50 |
| 31 January 2014 | 543,338 | 74.80 | 41 | 401 | 69.50 |
| 31 January 2014 | 20,352 | 73.70 | 2 | 15 | 69.50 |
| 1,113,029 | 84 | 812 |
22. Related party transactions
There are no related party transactions or balances requiring disclosure.
23. Other information
The information set out in this announcement does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the years ended 31 December 2013 and 31 December 2012, and is derived from the statutory accounts for those financial years, which have been, or in the case of the accounts for the year ended 31 December 2013, which will be, delivered to the Registrar of Companies. The Auditor reported on those accounts; the reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
The Company's Annual General Meeting will be held at The City of London Club, 19 Old Broad Street, London, EC2N 1DS on 4 June 2014 at 11.00am.
24. Publication
The full audited Annual Report and Financial Statements are being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion-ventures.co.uk under the 'Our Funds' section, by clicking on 'Albion Development VCT PLC', where the Report can be accessed as a PDF document via a link under the 'Investor Centre' in the 'Financial Reports and Circulars' section.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Albion Development VCT PLC - Ordinary Shares via Globenewswire
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