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 2011.
This announcement was approved for release by the Board of Directors on 11 April 2012.
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 2011 (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 2011 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 £3.2 million was raised for the Ordinary shares through the Albion VCTs Linked Top Up Offers in 2011 and 2012. 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 lower risk, often asset-backed investments that provide a strong income stream combined with a protection of capital. 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 investee 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 investee company's assets.
Financial calendar
Record date for first dividend | 4 May 2012 |
Payment of first dividend | 31 May 2012 |
Annual General Meeting | 11.30am 15 June 2012 |
Announcement of half-yearly results for the six months ending 30 June 2012 | August 2012 |
Payment of second dividend subject to Board approval | 30 September 2012 |
Financial highlights
Ordinary shares
138.3p | Net asset value plus dividends per Ordinary share since launch to 31 December 2011 |
5.0p | Tax free dividend per Ordinary share paid in the year to 31 December 2011 |
2.5p | First tax free dividend per Ordinary share declared for the year to 31 December 2012 |
75.5p | Net asset value per Ordinary share as at 31 December 2011 |
D shares
96.5p | Net asset value plus dividends per D share since launch to 31 December 2011 |
2.5p | Tax free dividend per D share paid in the year to 31 December 2011 |
1.75p | First tax free dividend per D share declared for the year to 31 December 2012 |
93.0p | Net asset value per D share as at 31 December 2011 |
Financial highlights
Ordinary shares | D shares | |||
31 December 2011 pence per share | 31 December 2010 pence per share | 31 December 2011 pence per share | 31 December 2010 pence per share | |
Dividends paid | 5.00 | 8.00 | 2.50 | 1.00 |
Revenue return | 1.40 | 1.50 | 1.60 | 0.30 |
Capital gain/(loss) | 3.30 | 2.40 | 0.90 | (0.90) |
Net asset value | 75.50 | 75.40 | 93.00 | 93.00 |
Total shareholder net asset value return to 31 December 2011:
Ordinary shares 31 December 2011 pence per share (ii) | C shares 31 December 2011 pence per share(ii) | D shares 31 December 2011 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 |
Total dividends paid to 31 December 2011 | 62.75 | 49.60 | 3.50 |
Net asset value as at 31 December 2011 | 75.50 | 80.90 | 93.00 |
Total shareholder return to 31 December 2011 | 138.25 | 130.50 | 96.50 |
In addition to the dividends paid above, the Board has declared a first dividend for the year ending 31 December 2012, of 2.50 pence per Ordinary share and 1.75 pence per D share payable on 31 May 2012 to shareholders on the register at 4 May 2012.
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 2011 show a further recovery, building on the positive results for 2010. The Ordinary share portfolio showed a return of 4.7 pence per share while the D shares, whose investment portfolio is still being built up, showed a return of 2.5 pence per share.
Investment performance and progress
The Ordinary shares benefitted both from the sale of our investment in Dexela, which realised a return of between two and three times cost (dependent on an earn-out) and from the successful sale of the investment in Evolutions Television, which realised a total income and capital return of approximately 1.1 times cost and at a level considerably higher than its previous holding value. In addition, there were further improved performances from our portfolio of cinemas, Radnor House School and from Peakdale Molecular. Against this was a reduction in the value of Helveta, Xceleron and Mi-Pay, each of which required further finance to support slower than anticipated growth.
During the year, some £2.7 million was invested or committed for investment by the Ordinary share portfolio and £2.0 million by the D share portfolio. New investments included a number of projects in the renewable energy sector, as well as participation in the MBO of Hilson Moran, an international firm of mechanical and engineering consultants.
Risks and uncertainties
The outlook for the UK and Global economies continues to be the key risk affecting your Company, including the effects of the currency and debt constraints which are increasingly becoming apparent. Importantly, however, investment risk is mitigated through a variety of processes, including our policy of ensuring that the Company has a first charge over investee companies' assets wherever possible. Meanwhile, opportunities within our target sectors continue to arise at attractive valuations, including in the healthcare and environmental sectors, which continue to be two core areas of activity.
A detailed analysis of the other risks and uncertainties facing the business is shown in note 23 to this announcement.
Change of registrar and electronic communications
As part of our commitment to improve our investor experience, our share registrars have changed to Computershare Investor Services PLC. The Computershare Investor Centre can be found at www.investorcentre.co.uk. Further contact details are show in the front of these accounts.
Some shareholders have asked for the option to receive Company communications electronically and with this in mind, we have proposed a resolution at the Annual General Meeting to facilitate this. However, it should be noted that this resolution is 'opt in' for shareholders and if shareholders take no action, they will continue to receive hard copies. Albion Ventures LLP is working with Computershare to further improve shareholder communications, including annual shareholder statements which are due to be sent out in May 2012.
Reduction of share capital and cancellation of capital reserves
The Board proposes to increase the Company's distributable reserves by way of a reduction of the Company's share capital and cancellation of its capital redemption reserve and share premium account subject to shareholder approval, and confirmation by the Court.
It is the Board's policy to pay regular and predictable dividends to shareholders as the Directors believe that this is a key source of shareholder value. The Company also has a policy of buying back its own shares for cancellation or for holding as treasury shares, when such purposes are considered to be to the advantage of the Company and shareholders as a whole. These shares are purchased at a discount to net asset value which enhances the Company's net asset value per share.
Under the Companies Act, the Company is only permitted to pay dividends and to make buy-backs from its accumulated distributable reserves. Therefore, the Board believes that increasing the distributable reserves, through the reduction in nominal value of shares from 50 pence to 1 penny, and the cancellation of the share premium account and capital redemption reserve is in the interests of shareholders. The proposed reduction of the nominal value of shares and the cancellation of the share premium account and capital redemption reserves in respect of the Ordinary shares and the D shares constitutes a variation of the rights attaching to the Ordinary shares and the D shares. In addition to the resolution to be proposed at the Annual General Meeting, separate meetings of the Ordinary shareholders and the D shareholders will be necessary for the approval of the variation of the rights attaching to the Ordinary shares and the D shares. Notice of the General Meeting of the Ordinary shareholders is on page 67 and notice of the General Meeting of the D shareholders is on page 70 of the full Annual Report and Financial Statements.
Assuming that the relevant special resolutions are passed, it will be necessary for the proposed reductions and cancellations to be approved by the Court and the proposals will only take effect once the Court order approving them has been filed with the Registrar of Companies (together with a relevant statement of capital). Prior to approving the proposed reductions and cancellations, the Court will need to be satisfied that the interests of the creditors of the Company are not prejudiced thereby. The Company will put into place such form of creditor protection as it considers necessary to satisfy the Court in this regard.
Discount management and share buy-backs
It remains the Board's policy to buy back shares in the market, subject to the overall constraint that such purchases are in the VCT's interests, including the maintenance of sufficient resources for investment in new and existing investee companies and the continued payment of dividends to shareholders. It is the Board's intention for such buy-backs to be in the region of a 10 to 15 per cent. discount to net asset value, so far as market conditions and liquidity permit. During the year, the Company purchased 723,700 Ordinary shares to be held in treasury at a cost of £462,000, cancelled 500,000 Ordinary shares from treasury and purchased 482,372 Ordinary shares for cancellation at a cost of £306,000. These buy-backs have enhanced the net asset value per Ordinary share by 0.4 pence.
Related party transactions
Details of material related party transactions for the year can be found in note 22.
Results and dividends
As at 31 December 2011, the net asset value of the Ordinary shares was 75.5 pence per share (2010: 75.4 pence per share). The revenue return before taxation for the Ordinary shares was £539,000 compared to £525,000 for the previous year. The net asset value per D share was 93.0 pence per share (2010: 93.0 pence per share). The D shares' revenue return before taxation was £130,000 compared to £18,000 in the previous year. The Company will pay a first dividend for the financial year to 31 December 2012 of 2.5 pence per Ordinary share and 1.75 pence per D share. Dividends will be paid on 31 May 2012 to shareholders on the register on 4 May 2012.
Albion VCTs Linked Top Up Offers
During the year the Company issued 2,207,694 Ordinary shares under the Albion VCTs Linked Top Up Offer launched in November 2010. Details are shown in note 15.
On 1 November 2011 the Company announced the launch of the Albion VCTs Linked Top Up Offer 2011/2012. In aggregate, the Albion VCTs will be aiming to raise approximately £15 million across seven of the VCTs managed by Albion Ventures LLP, of which Albion Development VCT PLC's share would be £2.25 million. This builds on the success of the Albion VCTs Linked Top Up Offer 2010/2011, which raised £11.8 million, of which Albion Development VCT's share was £1.7 million.
Since the year end, 1,922,987 Ordinary shares have been issued under this Offer, generating net proceeds of £1.4 million. The proceeds of the Offer will be used to provide further resources to the Albion VCTs at a time when a number of attractive new investment opportunities are being seen. Details of these allotments are shown in note 21. An Investor Guide and Offer document as sent to shareholders can be obtained from www.albion-ventures.co.uk.
Outlook and prospects
The outlook for the UK and Global economies remains uncertain. We have been rebalancing our investment portfolio to provide more emphasis on areas that we see as being more resilient, such as renewable energy. A significant number of our companies have special assets or business capabilities, and we believe that, over the longer term, they will provide strong returns for shareholders.
Geoffrey Vero
Chairman
11 April 2012
Manager's report
The overall carrying value of the combined Ordinary and D shares portfolio has increased from £19.6 million to £21.1 million over the year. The net increase of £1.5 million is comprised of additions of £8.5 million, disposal proceeds of £8.2 million (giving rise to a realised gain of £1.3 million), and there is a further adjustment of £94k in respect of loan stock measured at amortised cost.
The sector analysis of Albion Development VCT PLC's investment portfolio as at 31 December 2011 is shown below. By valuation, the asset-backed element of the portfolio now accounts for 44 per cent. of the Ordinary shares' portfolio and 53 per cent. of the D shares' portfolio, while growth investments account for 30 per cent. of the Ordinary shares and 14 per cent. of the D shares, with cash and liquid resources providing the balance.
In the Ordinary share portfolio, the healthcare element now accounts for 14 per cent (2010: 17 per cent., including Dexela, most of which had been sold during 2011), while the environmental and renewable portion is now 7 per cent., up from 3 per cent. For the D shares, the proportions are 15 per cent. and 27 per cent. respectively.
Ordinary share portfolio
Please see the end of this announcement for the PDF of the Ordinary share sector split of the portfolio by valuation as at 31 December 2011.
D share portfolio
Please see the end of this announcement for the PDF of the D share sector split of the portfolio by valuation as at 31 December 2011.
Portfolio review
In the growth portfolio, Blackbay, Mirada Medical and Rostima all showed the potential for further growth and uplifts in value and Chichester Holdings has seen a sharp increase in profitability, leading it to begin paying interest once more.
The key reductions in value in our investments were those in Xceleron, Helveta and Mi-Pay. These all operate in young, potentially high-growth, global markets and all required further financing during the year, since those markets have been taking longer to develop than anticipated. Provisions were also made against Dysis, Prime Care and Masters Pharmaceuticals.
In our asset-backed portfolio, cinemas continue to perform particularly well, while profitability continues to climb at our health and fitness clubs and our pubs. Meanwhile, Radnor House School now has twice its budgeted pupils and saw a sharp increase in value following its recent third party professional valuation.
Realisations
Your Company has been going through an extensive programme of realisations. In 2010, these amounted to £3.6 million, while in 2011, the sale of Evolutions, and the initial proceeds on Dexela amounted to £7.1 million. Together, these two disposals resulted in gains of £1.5 million above the holding levels as at 31 December 2010, and net returns since investment of £455,000.
New investments
During the year, £1.1 million was invested in renewable energy projects by the Ordinary shares and £1.1 million by the D shares. The Ordinary shares invested £600,000 and the D shares £320,000 in the MBO of Hilson Moran; and they both invested a small amount in Abcodia, a life sciences spin-out from University College London. The balances of investments were to fund growth in existing portfolio companies.
Albion Ventures LLP
Manager
11 April 2012
Responsibility Statement
In preparing these financial statements for the year to 31 December 2011, the Directors of the Company, being Geoffrey Vero, David Pinckney, Jonathan Thornton and Andy Phillipps, 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 2011 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 2011 as required by DTR 4.1.12.R;
-the Chairman's statement and Manager's report include a fair review of the information required by DTR 4.2.7R (indication of important events during the year ended 31 December 2011 and description of principal risks and uncertainties that the Company faces); and
-the Chairman's statement and Manager's 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
Income statement
Combined Year ended 31 December 2011 | Combined Year ended 31 December 2010 | ||||||
Note | Revenue | Capital | Total | Revenue | Capital | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Gains on investments | 3 | - | 1,421 | 1,421 | - | 1,005 | 1,005 |
Investment income | 4 | 1,038 | - | 1,038 | 924 | - | 924 |
Investment management fees | 5 | (162) | (484) | (646) | (152) | (457) | (609) |
Other expenses | 6 | (207) | - | (207) | (229) | - | (229) |
Return on ordinary activities before tax | 669 | 937 | 1,606 | 543 | 548 | 1,091 | |
Tax (charge)/credit on ordinary activities | 8 | (152) | 126 | (26) | (82) | 114 | 32 |
Return attributable to shareholders | 517 | 1,063 | 1,580 | 461 | 662 | 1,123 | |
The accompanying notes form an integral part of this announcement.
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 profit on ordinary activities before tax and the historical profit 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 fund Income statements on the following pages.
Income statement (non-statutory analysis)
Ordinary shares Year ended 31 December 2011 | Ordinary shares Year ended 31 December 2010 | ||||||
Note | Revenue | Capital | Total | Revenue | Capital | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Gains on investments | 3 | - | 1,289 | 1,289 | - | 985 | 985 |
Investment income | 4 | 827 | - | 827 | 835 | - | 835 |
Investment management fees | 5 | (129) | (385) | (514) | (125) | (376) | (501) |
Other expenses | 6 | (159) | - | (159) | (185) | - | (185) |
Return on ordinary activities before tax | 539 | 904 | 1,443 | 525 | 609 | 1,134 | |
Tax (charge)/credit on ordinary activities | 8 | (120) | 100 | (20) | (78) | 97 | 19 |
Return attributable to shareholders | 419 | 1,004 | 1,423 | 447 | 706 | 1,153 | |
Basic and diluted return per share (pence)* | 10 | 1.4 | 3.3 | 4.7 | 1.5 | 2.4 | 3.9 |
D shares Year ended 31 December 2011 | D shares Year ended 31 December 2010 | ||||||
Note | Revenue | Capital | Total | Total | Capital | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Gains on investments | 3 | - | 132 | 132 | - | 20 | 20 |
Investment income | 4 | 211 | - | 211 | 89 | - | 89 |
Investment management fees | 5 | (33) | (99) | (132) | (27) | (81) | (108) |
Other expenses | 6 | (48) | - | (48) | (44) | - | (44) |
Return/(loss) on ordinary activities before tax | 130 | 33 | 163 | 18 | (61) | (43) | |
Tax (charge)/credit on ordinary activities | 8 | (32) | 26 | (6) | (4) | 17 | 13 |
Return/(loss) attributable to shareholders | 98 | 59 | 157 | 14 | (44) | (30) | |
Basic and diluted return/(loss) per share (pence)* | 10 | 1.6 | 0.9 | 2.5 | 0.3 | (0.9) | (0.6) |
* excluding treasury shares
The accompanying notes form an integral part of this announcement.
Balance sheet
Note | Combined 31 December 2011 | Combined 31 December 2010 | |
£'000 | £'000 | ||
Fixed asset investments | 11 | 21,113 | 19,639 |
Current assets | |||
Trade and other debtors | 13 | 131 | 237 |
Current asset investments | 13 | 637 | - |
Cash at bank and in hand | 17 | 7,195 | 8,512 |
7,963 | 8,749 | ||
Creditors: amounts falling due within one year | 14 | (262) | (470) |
Net current assets | 7,701 | 8,279 | |
Net assets | 28,814 | 27,918 | |
Capital and reserves | |||
Called up share capital | 15 | 20,088 | 19,388 |
Share premium | 636 | 37 | |
Capital redemption reserve | 1,917 | 1,426 | |
Unrealised capital reserve | (3,143) | (5,063) | |
Special reserve | 7,379 | 10,497 | |
Treasury shares reserve | (2,699) | (2,633) | |
Realised capital reserve | 2,713 | 2,860 | |
Revenue reserve | 1,923 | 1,406 | |
Total equity shareholders' funds | 28,814 | 27,918 | |
The accompanying notes form an integral part of this announcement.
These Financial Statements were approved by the Board of Directors, and authorised for issue on 11 April 2012 and were signed on its behalf by
Geoffrey Vero
Chairman
Company number: 3654040
Balance sheet (non-statutory analysis)
Note | Ordinary shares 31 December 2011 | Ordinary shares 31 December 2010 | |
£'000 | £'000 | ||
Fixed asset investments | 11 | 17,147 | 17,853 |
Current assets | |||
Trade and other debtors | 13 | 101 | 219 |
Current asset investments | 13 | 137 | - |
Cash at bank and in hand | 17 | 5,734 | 4,227 |
5,972 | 4,446 | ||
Creditors: amounts falling due within one year | 14 | (214) | (279) |
Net current assets | 5,758 | 4,167 | |
Net assets | 22,905 | 22,020 | |
Capital and reserves | |||
Called up share capital | 15 | 16,912 | 16,220 |
Share premium | 631 | 37 | |
Capital redemption reserve | 1,917 | 1,426 | |
Unrealised capital reserve | (3,269) | (5,083) | |
Special reserve | 4,792 | 7,752 | |
Treasury shares reserve | (2,699) | (2,633) | |
Realised capital reserve | 2,825 | 2,924 | |
Revenue reserve | 1,796 | 1,377 | |
Total equity shareholders' funds | 22,905 | 22,020 | |
Basic and diluted net asset value per share (pence)* | 16 | 75.5 | 75.4 |
* excluding treasury shares
The accompanying notes form an integral part of this announcement.
Balance sheet (non-statutory analysis)
Note | D shares 31 December 2011 | D shares 31 December 2010 | |
£'000 | £'000 | ||
Fixed asset investments | 11 | 3,966 | 1,786 |
Current assets | |||
Trade and other debtors | 13 | 30 | 18 |
Current asset investments | 13 | 500 | - |
Cash at bank and in hand | 17 | 1,461 | 4,285 |
1,991 | 4,303 | ||
Creditors: amounts falling due within one year | 14 | (48) | (191) |
Net current assets | 1,943 | 4,112 | |
Net assets | 5,909 | 5,898 | |
Capital and reserves | |||
Called up share capital | 15 | 3,176 | 3,168 |
Share premium | 5 | - | |
Capital redemption reserve | - | - | |
Unrealised capital reserve | 126 | 20 | |
Special reserve | 2,587 | 2,745 | |
Treasury shares reserve | - | - | |
Realised capital reserve | (112) | (64) | |
Revenue reserve | 127 | 29 | |
Total equity shareholders' funds | 5,909 | 5,898 | |
Basic and diluted net asset value per share (pence)* | 16 | 93.0 | 93.0 |
* excluding treasury shares
The accompanying notes form an integral part of this announcement.
Reconciliation of movements in shareholders' funds
Combined
Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve* | Special reserve* | Treasury shares reserve* | Realised capital reserve* | Revenue reserve* | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
As at 1 January 2011 | 19,388 | 37 | 1,426 | (5,063) | 10,497 | (2,633) | 2,860 | 1,406 | 27,918 |
Net realised gains on investments | - | - | - | - | - | - | 1,340 | - | 1,340 |
Unrealised gains on investments | - | - | - | 81 | - | - | - | - | 81 |
Transfer of unrealised losses to realised losses | - | - | - | 1,839 | - | - | (1,839) | - | - |
Capitalised investment management fee | - | - | - | - | - | - | (484) | - | (484) |
Tax relief on costs charged to capital | - | - | - | - | - | - | 126 | - | 126 |
Purchase of own treasury shares | - | - | - | - | - | (462) | - | - | (462) |
Cancellation of treasury shares | (250) | - | 250 | - | (396) | 396 | - | - | - |
Purchase of own shares for cancellation | (241) | - | 241 | - | (306) | - | - | - | (306) |
Issue of equity (net of costs) | 1,191 | 599 | - | - | - | - | - | - | 1,790 |
Transfer from special reserve to revenue reserve | - | - | - | - | (1,705) | - | - | 1,705 | - |
Transfer from special reserve to realised capital reserve** | - | - | - | - | (711) | - | 711 | - | - |
Revenue return attributable to shareholders | - | - | - | - | - | - | - | 517 | 517 |
Dividends paid | - | - | - | - | - | - | - | (1,705) | (1,705) |
As at 31 December 2011 | 20,088 | 636 | 1,917 | (3,143) | 7,379 | (2,699) | 2,713 | 1,923 | 28,814 |
Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve* | Special reserve* | Treasury shares reserve* | Realised capital reserve* | Revenue reserve* | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
As at 1 January 2010 | 17,074 | 640 | 1,183 | (6,365) | 12,507 | (2,540) | 1,389 | 995 | 24,883 |
Net realised gains on investments | - | - | - | - | - | - | 386 | - | 386 |
Unrealised gains on investments | - | - | - | 619 | - | - | - | - | 619 |
Transfer of unrealised losses to realised losses | - | - | - | 682 | - | - | (682) | - | - |
Capitalised investment management fee | - | - | - | - | - | - | (457) | - | (457) |
Tax relief on costs charged to capital | - | - | - | - | - | - | 114 | - | 114 |
Purchase of own treasury shares | - | - | - | - | - | (289) | - | - | (289) |
Cancellation of treasury shares | (121) | - | 121 | - | (196) | 196 | - | - | - |
Purchase of own shares for cancellation | (120) | - | 120 | - | (158) | - | - | - | (158) |
Issue of equity (net of costs) | 2,555 | 2,221 | - | - | - | - | - | - | 4,776 |
Cancellation of share premium account | - | (2,824) | - | - | 2,810 | - | - | 14 | - |
Transfer from special reserve to realised reserve | - | - | - | - | (3,301) | - | 3,301 | - | - |
Revenue return attributable to shareholders | - | - | - | - | - | - | - | 461 | 461 |
Dividends paid | - | - | - | - | (1,165) | - | (1,191) | (64) | (2,420) |
As at 31 December 2010 | 19,388 | 37 | 1,426 | (5,063) | 10,497 | (2,633) | 2,860 | 1,406 | 27,918 |
* Included within these reserves is an amount of £6,173,000 (2010: £7,067,000) which is considered distributable. The special reserve has been treated as distributable in determining the amounts available for distribution.
** The special reserve allows the Company, amongst other things, to facilitate the payment of dividends earlier than would otherwise have been possible as transfers can be made from this reserve to the realised capital reserve to offset gross losses on disposal of investments and transferred to the revenue reserve to cover dividend payments. Accordingly, a transfer of £711,000, representing gross realised losses on disposal of investments during the year ended 31 December 2011, has been made from the special reserve to the realised capital reserve and an amount of £1,705,000 representing the dividend paid has been transferred from special reserve to revenue reserve.
Reconciliation of movements in shareholders' funds (non-statutory analysis)
Ordinary shares
Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve* | Special reserve* | Treasury shares reserve* | Realised capital reserve* | Revenue reserve* | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
As at 1 January 2011 | 16,220 | 37 | 1,426 | (5,083) | 7,752 | (2,633) | 2,924 | 1,377 | 22,020 |
Net realised gains on investments | - | - | - | - | - | - | 1,314 | - | 1,314 |
Unrealised (losses) on investments | - | - | - | (25) | - | - | - | - | (25) |
Transfer of unrealised losses to realised losses | - | - | - | 1,839 | - | - | (1,839) | - | - |
Capitalised investment management fee | - | - | - | - | - | - | (385) | - | (385) |
Tax relief on costs charged to capital | - | - | - | - | - | 100 | - | 100 | |
Purchase of own treasury shares | - | - | - | - | - | (462) | - | - | (462) |
Cancellation of shares out of treasury | (250) | - | 250 | - | (396) | 396 | - | - | - |
Purchase of own shares for cancellation | (241) | - | 241 | - | (306) | - | - | - | (306) |
Issue of equity (net of costs) | 1,183 | 594 | - | - | - | - | - | - | 1,777 |
Transfer from special reserve to revenue reserve | - | - | - | - | (1,547) | - | - | 1,547 | - |
Transfer from special reserve to realised capital reserve** | - | - | - | - | (711) | - | 711 | - | - |
Revenue return attributable to shareholders | - | - | - | - | - | - | - | 419 | 419 |
Dividends paid | - | - | - | - | - | - | - | (1,547) | (1,547) |
As at 31 December 2011 | 16,912 | 631 | 1,917 | (3,269) | 4,792 | (2,699) | 2,825 | 1,796 | 22,905 |
Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve* | Special reserve* | Treasury shares reserve* | Realised capital reserve* | Revenue reserve* | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
As at 1 January 2010 | 16,357 | - | 1,183 | (6,365) | 12,507 | (2,540) | 1,390 | 994 | 23,526 |
Net realised gains on investments | - | - | - | - | - | - | 386 | - | 386 |
Unrealised gains on investments | - | - | - | 599 | - | - | - | - | 599 |
Transfer of unrealised losses to realised losses | - | - | - | 682 | - | - | (682) | - | - |
Capitalised investment management fee | - | - | - | - | - | - | (376) | - | (376) |
Tax relief on costs charged to capital | - | - | - | - | - | - | 97 | - | 97 |
Purchase of own treasury shares | - | - | - | - | - | (289) | - | - | (289) |
Cancellation of treasury shares | (121) | - | 121 | - | (196) | 196 | - | - | - |
Purchase of own shares for cancellation | (120) | - | 120 | - | (158) | - | - | - | (158) |
Issue of equity (net of costs) | 104 | 37 | - | - | - | - | - | - | 141 |
Transfer from special reserve to realised reserve | - | - | - | - | (3,301) | - | 3,301 | - | - |
Revenue return attributable to shareholders | - | - | - | - | - | - | - | 447 | 447 |
Dividends paid | - | - | - | - | (1,100) | - | (1,191) | (64) | (2,355) |
As at 31 December 2010 | 16,220 | 37 | 1,426 | (5,083) | 7,752 | (2,633) | 2,924 | 1,377 | 22,020 |
* Included within these reserves is an amount of £3,445,000 (2010: £4,337,000) which is considered distributable. The special reserve has been treated as distributable in determining the amounts available for distribution.
** The special reserve allows the Company, amongst other things, to facilitate the payment of dividends earlier than would otherwise have been possible as transfers can be made from this reserve to the realised capital reserve to offset gross losses on disposal of investments and transferred to the revenue reserve to cover dividend payments. Accordingly, a transfer of £711,000, representing gross realised losses on disposal of investments during the year ended 31 December 2011, has been made from the special reserve to the realised capital reserve and an amount of £1,547,000 representing the dividend paid has been transferred from the special reserve to revenue reserve.
Reconciliation of movements in shareholders' funds (non-statutory analysis)
D shares
Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve | Special reserve* | Treasury shares reserve* | Realised capital reserve* | Revenue reserve* | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
As at 1 January 2011 | 3,168 | - | - | 20 | 2,745 | - | (64) | 29 | 5,898 |
Net realised gains on investments | - | - | - | - | - | - | 26 | - | 26 |
Unrealised gains on investments | - | - | - | 106 | - | - | - | - | 106 |
Capitalised investment management fee | - | - | - | - | - | - | (99) | - | (99) |
Tax relief on costs charged to capital | - | - | - | - | - | - | 26 | - | 26 |
Issue of equity (net of costs) | 8 | 5 | - | - | - | - | - | - | 13 |
Transfer from special reserve to revenue reserve | - | - | - | - | (158) | - | - | 158 | - |
Revenue return attributable to shareholders | - | - | - | - | - | - | - | 98 | 98 |
Dividends paid | - | - | - | - | - | - | - | (158) | (158) |
As at 31 December 2011 | 3,176 | 5 | - | 126 | 2,587 | - | (112) | 127 | 5,909 |
Called-up share capital | Share premium | Capital redemption reserve | Unrealised capital reserve | Special reserve* | Treasury shares reserve* | Realised capital reserve* | Revenue reserve* | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
As at 1 January 2010 | 717 | 640 | - | - | - | - | (1) | 1 | 1,357 |
Unrealised gains on investments | - | - | - | 20 | - | - | - | - | 20 |
Capitalised investment management fee | - | - | - | - | - | - | (81) | - | (81) |
Tax relief on costs charged to capital | - | - | - | - | - | - | 17 | - | 17 |
Issue of equity (net of costs) | 2,451 | 2,184 | - | - | - | - | - | - | 4,635 |
Cancellation of share premium account | - | (2,824) | - | - | 2,810 | - | - | 14 | - |
Revenue return attributable to shareholders | - | - | - | - | - | - | - | 14 | 14 |
Dividends paid | - | - | - | - | (65) | - | - | - | (65) |
As at 31 December 2010 | 3,168 | - | - | 20 | 2,745 | - | (64) | 29 | 5,898 |
* Included within these reserves is an amount of £2,602,000 (2010: £2,710,000) which is considered distributable. The special reserve has been treated as distributable in determining the amounts available for distribution.
The special reserve allows the Company, amongst other things, to facilitate the payment of dividends earlier than would otherwise have been possible as transfers can be made from this reserve to the realised capital reserve to offset gross losses on disposal of investments and transferred to the revenue reserve to cover dividend payments. Accordingly, a transfer of £158,000 representing the dividend paid has been transferred from the special reserve to the revenue reserve.
Cash flow statement
Note | Combined Year ended 31 December 2011 £'000 | Combined Year ended 31 December 2010 £'000 | ||
Operating activities | ||||
Investment income received | 873 | 706 | ||
Deposit interest received | 93 | 136 | ||
Dividend income received | 19 | 50 | ||
Other income received | 1 | - | ||
Investment management fees paid | (643) | (600) | ||
Other cash payments | (224) | (211) | ||
Net cash flow from operating activities | 18 | 119 | 81 | |
Taxation | ||||
UK corporation tax recovered | 125 | 44 | ||
Capital expenditure and financial investments | ||||
Purchase of fixed asset investments | (5,311) | (3,188) | ||
Disposal of fixed asset investments | 4,932 | 3,590 | ||
Purchase of current asset investments | (500) | - | ||
Net cash flow from investing activities | (879) | 402 | ||
Equity dividends paid | ||||
Dividends paid (net of cost of shares issued under the Dividend Reinvestment Scheme) | (1,585) | (2,265) | ||
Net cash flow before financing | (2,220) | (1,738) | ||
Financing | ||||
Issue of share capital (net of costs) | 1,671 | 4,792 | ||
Purchase of own shares | 15 | (768) | (446) | |
Costs of cancelling share premium account | - | (6) | ||
Interclass payments | - | 2 | ||
Net cash flow from financing | 903 | 4,342 | ||
Cash flow in the year | 17 | (1,317) | 2,604 |
Cash flow statement (non-statutory analysis)
Note | Ordinary shares Year ended 31 December 2011 £'000 | Ordinary shares Year ended 31 December 2010 £'000 | ||
Operating activities | ||||
Investment income received | 755 | 692 | ||
Deposit interest received | 55 | 65 | ||
Dividend income received | 19 | 50 | ||
Other income received | 1 | - | ||
Investment management fees paid | (511) | (525) | ||
Other cash payments | (174) | (181) | ||
Net cash flow from operating activities | 18 | 145 | 101 | |
Taxation | ||||
UK corporation tax recovered | 125 | 44 | ||
Capital expenditure and financial investments | ||||
Purchase of fixed asset investments | (3,131) | (1,567) | ||
Disposal of fixed asset investments | 4,906 | 3,590 | ||
Net cash flow from investing activities | 1,775 | 2,023 | ||
Equity dividends paid | ||||
Dividends paid (net of cost of shares issued under Dividend Reinvestment Scheme) | (1,441) | (2,200) | ||
Net cash flow before financing | 604 | (32) | ||
Financing | ||||
Issue of share capital (net of costs) | 1,671 | - | ||
Purchase of own shares | 15 | (768) | (446) | |
Costs of cancelling share premium account | - | (6) | ||
Interclass payments | - | 2 | ||
Net cash flow from financing | 903 | (450) | ||
Cash flow in the year | 17 | 1,507 | (482) |
Cash flow statement (non-statutory analysis)
Note |
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