Half-yearly report
Albion Enterprise VCT PLC
As required by the UK Listing Authority's Disclosure and Transparency
Rule 4.2, Albion Enterprise VCT PLC today makes public its
information relating to the Half-yearly Financial Report for the six
months to 30 September 2009. This announcement was approved by the
Board of Directors on 26 November 2009. Please click on the
following link to view the full Half-yearly Financial Report (which
is unaudited) for the period to 30 September 2009, which will shortly
be sent to shareholders. The information contained in this link
includes information as required by the Disclosure and Transparency
Rules, including Rule 4.2.
http://hugin.info/141807/R/1357223/330162.pdf
Alternatively you may view the Half-yearly Financial Report at:
www.albion-ventures.co.uk by clicking on the 'Our Funds' section.
Investment objectives
The aim of Albion Enterprise VCT is to provide investors with a
regular and predictable source of income, combined with the prospect
of longer term capital growth. Once invested, the Company intends to
achieve this by investing up to 50 per cent. of the net funds raised
in an asset-based portfolio of lower risk, ungeared businesses,
principally operating in the leisure sector and related areas (the
''Asset-Based Portfolio''). The balance of the net funds raised,
other than funds retained for liquidity purposes, will be invested in
a growth portfolio of higher growth businesses across a variety of
sectors of the UK economy. These will range from lower risk, income
producing businesses to higher risk technology companies (the
''Growth Portfolio''). Funds awaiting investment in Qualifying
Investments or retained for liquidity purposes will be held in gilts,
on deposit or invested in floating rate notes or similar instruments,
in the latter two cases with banks with a Moody's credit rating of
'A' or above.
The Company's investment portfolio will thus be structured to provide
a balance between income and capital growth for the longer term. The
Asset-Based Portfolio is designed to provide stability and income
whilst still maintaining the potential for capital growth. The Growth
Portfolio is intended to provide highly diversified exposure through
its portfolio of investments in unquoted UK companies.
Financial calendar
Record date for second dividend 4 December 2009
Payment of second dividend 6 January 2010
Financial year end 31 March 2010
Directors M Packe, Chairman
Lady Balfour of Burleigh
Lord St. John of Bletso
P Reeve
Financial Highlights
+-------------------------------------------------------------------+
| | 30 September | 30 September | 31 March |
| | 2009 | 2008 | 2009 |
|------------------------+--------------+--------------+------------|
| | (pence per | (pence per | (pence per |
| | share) | share) | share) |
|------------------------+--------------+--------------+------------|
| Net asset value per | | | |
| share | 87.71 | 92.52 | 88.82 |
|------------------------+--------------+--------------+------------|
| Dividends paid | 1.00 | 0.40 | 1.65 |
|------------------------+--------------+--------------+------------|
| Revenue return per | | | |
| share | 0.48 | 1.38 | 2.11 |
|------------------------+--------------+--------------+------------|
| Capital return per | | | |
| share | (0.59) | (2.77) | (5.93) |
+-------------------------------------------------------------------+
Net asset value total return to shareholders since (pence per share)
launch:
Dividends paid during the period ended 31 March
2008* 0.70
Dividends paid during the year ended 31 March 2009* 1.65
Dividends paid during the six months ended 30
September 2009 1.00
Total dividends paid to 30 September 2009 3.35
Net asset value as at 30 September 2009 87.71
Total net asset value return to 30 September 2009 91.06
* These dividends were paid to shareholders who subscribed in the
2006/2007 offer only.
In addition to the above dividends, the Company will pay a second
dividend of 1 penny per share on 6 January 2010 to shareholders on
the register at 4 December 2009.
Interim management report
Introduction
Your Company showed respectable results for the six months to 30
September 2009 against a difficult economic background, with net
asset value per share at 87.7 pence, after a first dividend of 1
penny, against 88.8 pence at 31 March 2009. Income fell sharply
during the period, as interest on cash deposits and instruments fell
in line with the decline in market rates, which was partly offset by
increased income from the qualifying unquoted investment portfolio.
The first tranche of the VCT's funds that were raised in 2007 are now
56 per cent. invested, and based on investments committed or
identified are set to exceed 70 per cent. by the Company's third
anniversary of 31 March 2010.
Investment progress and prospects
The investment portfolio continues to be built up in line with the
VCT's strategy of balancing an asset-based with a growth portfolio.
The trading within the portfolio of pub investments has proved to be
resilient in a difficult climate, with improved performance following
the merger of Welland Inns VCT Limited with the Charnwood Pub Company
Limited. Meanwhile we have invested up to £2.8 million in Geronimo
Inns I and II VCT Limited, which have acquired four landmark freehold
London pubs, and where early performance is promising. A further
investment is due shortly in Taunton Hospital Limited, which is due
to develop a specialist psychiatric unit on a freehold site outside
Taunton.
The growth portfolio is continuing to develop, with particular
emphasis on the healthcare sector, including medical diagnostics.
Although a provision was made against Oxsensis Limited, a developer
of ultra-high temperature sensors, following slightly slower progress
than originally hoped for, the portfolio as a whole is showing
resilience and the prospects for further growth.
The following is the current split of the investment portfolio by
sector.
http://hugin.info/141807/R/1357223/330076.pdf
Related party transactions
Details of material related party transactions for the reporting
period can be found in note 13 to this announcement.
Going concern
The Board's assessment is that liquidity risk remains low, and this
is as detailed on page 47 of the Annual Report & Financial Statements
for the year ended 31 March 2009. The Company has significant cash
and liquid resources. The portfolio of investments is diversified in
terms of sector, and the major cash outflows of the Company (namely
investments, buy-backs and dividends) are within the Company's
control. Accordingly, after making reasonable enquiries, the
Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable
future. For this reason, the Directors have adopted the going concern
basis in preparing the accounts in accordance with the Going Concern
and Liquidity Risk: Guidance for Directors of UK Companies 2009,
published by the Financial Reporting Council.
Risks and uncertainties
The key risks affecting the Company remain the recession in the UK
and the difficult continuing outlook for the world economy in
general. It is our policy that portfolio companies do not have
external gearing, and as a result, our portfolio remains relatively
well equipped to cope with this broader, negative climate. Other
risks and uncertainties remain unchanged, and are as detailed on page
20 of the Annual Report & Financial Statements for the year ended 31
March 2009.
Dividend Reinvestment Scheme
I draw shareholders' attention to the introduction of a Dividend
Reinvestment Scheme whereby shareholders may elect to reinvest future
dividends by subscribing for New Ordinary Shares. Benefits to
individual shareholders arising on participation in the Dividend
Reinvestment Scheme include:
* income tax relief on the reinvestment at the rate of 30 per cent.
(VCT investments cannot exceed £200,000 in one tax year to be able
to obtain this relief and new shares need to be held for at least
five years);
* any gains arising on disposal of shares in a VCT will be exempt
from tax (any loss will not be an allowable capital loss); and
* any future dividends on the new shares are not subject to income
tax.
The Circular dated 26 November 2009 which is enclosed with this
Half-yearly Financial Report, 'Introduction of a Dividend
Reinvestment Scheme', details the mechanics of this Scheme. When
making a decision to participate, shareholders should bear in mind
the fact that the price at which shares trade in the stock market
normally represents a discount to net asset value; currently, this
discount is 20 per cent. This is expected to narrow in due course.
Outlook
The fact that it is not our policy for portfolio companies to have
external borrowings, combined with the unique market positions of
many of our portfolio companies, leads us to be positive about the
portfolio's prospects. In addition, with significant cash resources,
and investment opportunities being available at attractive
valuations, we believe that the Company is well positioned to deliver
value to shareholders over the long term.
Results and dividends
As at 30 September 2009, the net asset value of the Company was £26.6
million or 87.7 pence per share, its revenue attributable to
shareholders was £145,000 and your Board now declares a second
dividend for the year of 1 penny per share which will be paid on 6
January 2010 to those shareholders on the register at 4 December
2009.
M Packe 26 November 2009
Chairman
Responsibility statement
The Directors, as listed in this announcement, are responsible for
preparing the Half-yearly Financial Report. The Directors have chosen
to prepare this Half-yearly Financial Report for the Company in
accordance with United Kingdom Generally Accepted Accounting Practice
("UK GAAP").
In preparing these summarised financial statements for the period to
30 September 2009, we the Directors of the Company, confirm that to
the best of our knowledge:
(a) the summarised set of financial statements has been prepared in
accordance with the pronouncement on interim reporting issued by the
Accounting Standards Board;
(b) the interim management report includes a fair review of the
information required by DTR 4.2.7R (indication of important events
during the first six months and description of principal risks and
uncertainties for the remaining six months of the year);
(c) the summarised set of financial statements gives a true and
fair view in accordance with UK GAAP of the assets, liabilities,
financial position and profit and loss of the Company for the six
months ended 30 September 2009 and comply with UK GAAP and Companies
Act 1985 and 2006 and;
(d) the interim management report includes a fair review of the
information required by DTR 4.2.8R (disclosure of related parties'
transactions and changes therein).
The accounting policies applied to the Half-yearly Financial Report
have been consistently applied in current and prior periods and are
those applied in the Annual Report and Financial Statements for the
year ended 31 March 2009.
This Half-yearly Financial Report has not been audited or reviewed by
the auditors.
By order of the Board of Directors
M Packe 26 November 2009
Chairman
Portfolio of investments
The following is a summary of qualifying fixed asset investments as
at 30 September 2009:
+--------------------------------------------------------------------------------------+
| | | % voting| | Cumulative| |
| | |rights of| | movement in| Total|
| | | AVL*|Investment|carrying/fair|carrying/fair|
| |% voting| Managed| at cost| value| value|
|Qualifying investments | rights|companies| £'000| £'000| £'000|
|----------------------------+--------+---------+----------+-------------+-------------|
|Portfolio company | | | | | |
|----------------------------+--------+---------+----------+-------------+-------------|
|Asset-based investments | | | | | |
|----------------------------+--------+---------+----------+-------------+-------------|
|Bravo Inns II Limited | 14.0| 49.6| 1,455| (45)| 1,410|
|----------------------------+--------+---------+----------+-------------+-------------|
|Geronimo Inns VCT I Limited | 18.0| 50.0| 1,000| 18| 1,018|
|----------------------------+--------+---------+----------+-------------+-------------|
|Geronimo Inns VCT II Limited| 18.0| 50.0| 1,000| 18| 1,018|
|----------------------------+--------+---------+----------+-------------+-------------|
|Taunton Hospital Limited | 18.7| 50.0| 1,000| (3)| 997|
|----------------------------+--------+---------+----------+-------------+-------------|
|Bravo Inns Limited | 8.4| 50.0| 750| (348)| 402|
|----------------------------+--------+---------+----------+-------------+-------------|
|The Charnwood Pub Company | | | | | |
|Limited | 1.2| 50.0| 290| (96)| 194|
|----------------------------+--------+---------+----------+-------------+-------------|
|CS (Norwich) Limited | 6.3| 50.0| 100| (33)| 67|
|----------------------------+--------+---------+----------+-------------+-------------|
|Total asset-based | | | | | |
|investments | | | 5,595| (489)| 5,106|
|----------------------------+--------+---------+----------+-------------+-------------|
| | | | | | |
|----------------------------+--------+---------+----------+-------------+-------------|
|Growth investments | | | | | |
|----------------------------+--------+---------+----------+-------------+-------------|
|Forth Photonics Limited | 4.5| 12.2| 555| -| 555|
|----------------------------+--------+---------+----------+-------------+-------------|
|Prime Care Holdings Limited | 11.1| 48.5| 457| 20| 477|
|----------------------------+--------+---------+----------+-------------+-------------|
|Mi-Pay Limited | 7.3| 38.5| 586| (127)| 459|
|----------------------------+--------+---------+----------+-------------+-------------|
|Dexela Limited | 5.6| 34.8| 430| -| 430|
|----------------------------+--------+---------+----------+-------------+-------------|
|Opta Sports Data Limited | 2.8| 14.0| 300| 26| 326|
|----------------------------+--------+---------+----------+-------------+-------------|
|Point 35 Microstructures | | | | | |
|Limited | 5.1| 26.0| 384| (124)| 260|
|----------------------------+--------+---------+----------+-------------+-------------|
|Oxsensis Limited | 4.1| 22.3| 380| (190)| 190|
|----------------------------+--------+---------+----------+-------------+-------------|
|Vibrant Energy Assessors | | | | | |
|Limited | 14.0| 50.0| 618| (450)| 168|
|----------------------------+--------+---------+----------+-------------+-------------|
|Mirada Medical Limited | 15.0| 45.0| 167| -| 167|
|----------------------------+--------+---------+----------+-------------+-------------|
|Process Systems Enterprise | | | | | |
|Limited | 2.3| 11.9| 295| (147)| 148|
|----------------------------+--------+---------+----------+-------------+-------------|
|Lowcosttravelgroup Limited | 1.0| 26.0| 270| (173)| 97|
|----------------------------+--------+---------+----------+-------------+-------------|
|Total growth investments | | | 4,442| (1,165)| 3,277|
|----------------------------+--------+---------+----------+-------------+-------------|
| | | | | | |
|----------------------------+--------+---------+----------+-------------+-------------|
|Total qualifying investments| | | 10,037| (1,654)| 8,383|
+--------------------------------------------------------------------------------------+
The following is a summary of non-qualifying fixed asset investments
as at 30 September 2009:
+----------------------------------------------------------------------------------+
| | | % voting| | Cumulative| |
| | | rights of| | movement in| Total|
|Non-qualifying | | AVL*| Investment|carrying/fair|carrying/fair|
|investments | % voting| Managed| at cost| value| value|
| | rights| companies| £'000| £'000| £'000|
|--------------------+----------+----------+-----------+-------------+-------------|
|Geronimo Inns VCT I | | | | | |
|Limited | -| 50.0| 400| -| 400|
|--------------------+----------+----------+-----------+-------------+-------------|
|Geronimo Inns VCT II| | | | | |
|Limited | -| 50.0| 400| -| 400|
|--------------------+----------+----------+-----------+-------------+-------------|
|Total non-qualifying| | | | | |
|investments | | | 800| -| 800|
|----------------------------------------------------------------------------------|
| |
|The following is a summary of current asset investments as at 30 September 2009: |
| |
|----------------------------------------------------------------------------------|
| | | Cumulative| |
| | | movement in| Total|
| | Investment|carrying/fair|carrying/fair|
|Current asset Investments | at cost| value| value|
| | £'000| £'000| £'000|
|------------------------------------------+-----------+-------------+-------------|
|Bank of America floating rate note | | | |
|2 February 2011 | 1,899| 54| 1,953|
|------------------------------------------+-----------+-------------+-------------|
|Bank of Nova Scotia floating rate note | | | |
|22 September 2010 | 2,186| 12| 2,198|
|------------------------------------------+-----------+-------------+-------------|
|Barclays Bank floating rate note | | | |
|2 July 2010 | 3,760| 19| 3,779|
|------------------------------------------+-----------+-------------+-------------|
|HBOS floating rate note | | | |
|17 December 2009 | 447| 2| 449|
|------------------------------------------+-----------+-------------+-------------|
|Nationwide Building Society floating rate | | | |
|note 7 June 2010 | 1,864| (16)| 1,848|
|------------------------------------------+-----------+-------------+-------------|
|UBS AG floating rate note 20 May 2011 | 2,500| 33| 2,533|
|------------------------------------------+-----------+-------------+-------------|
|Total current asset investments | 12,656| 104| 12,760|
+----------------------------------------------------------------------------------+
* AVL is Albion Ventures LLP
Summary income statement
+----------------------------------------------------------------------------------------------------------------+
| | | Unaudited | Unaudited | Audited |
| | | six months ended | six months ended | year ended |
| | | 30 September 2009 | 30 September 2008 | 31 March 2009 |
|-------------------------------------+----+----------------------+----------------------+-----------------------|
| |Note|Revenue|Capital| Total|Revenue|Capital| Total|Revenue|Capital| Total|
| | | £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000|
|-------------------------------------+----+-------+-------+------+-------+-------+------+-------+-------+-------|
|Gains/(losses) on investments | 3| -| 36| 36| -| (618)| (618)| -|(1,434)|(1,434)|
|-------------------------------------+----+-------+-------+------+-------+-------+------+-------+-------+-------|
|Investment income | 4| 351| -| 351| 734| -| 734| 1,248| -| 1,248|
|-------------------------------------+----+-------+-------+------+-------+-------+------+-------+-------+-------|
|Investment management fees | | (84)| (255)| (339)| (100)| (299)| (399)| (181)| (542)| (723)|
|-------------------------------------+----+-------+-------+------+-------+-------+------+-------+-------+-------|
|Recovery of VAT | | -| -| -| -| -| -| 10| 28| 38|
|-------------------------------------+----+-------+-------+------+-------+-------+------+-------+-------+-------|
|Other expenses | | (83)| -| (83)| (93)| -| (93)| (203)| -| (203)|
|-------------------------------------+----+-------+-------+------+-------+-------+------+-------+-------+-------|
|Return/(loss) on ordinary activities | | | | | | | | | | |
|before taxation | | 184| (219)| (35)| 541| (917)| (376)| 874|(1,948)|(1,074)|
|-------------------------------------+----+-------+-------+------+-------+-------+------+-------+-------+-------|
|Tax (charge)/credit on ordinary | | | | | | | | | | |
|activities | | (39)| 39| -| (124)| 79| (45)| (234)| 153| (81)|
|-------------------------------------+----+-------+-------+------+-------+-------+------+-------+-------+-------|
|Return/(loss) attributable to | | | | | | | | | | |
|equityholders | | 145| (180)| (35)| 417| (838)| (421)| 640|(1,795)|(1,155)|
|-------------------------------------+----+-------+-------+------+-------+-------+------+-------+-------+-------|
|Basic and diluted return/(loss) per | | | | | | | | | | |
|share (pence)* | 6| 0.48| (0.59)|(0.11)| 1.38| (2.77)|(1.39)| 2.11| (5.93)| (3.82)|
+----------------------------------------------------------------------------------------------------------------+
* excluding treasury shares
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the period ended 30 September 2008
and the audited statutory accounts for the year ended 31 March 2009.
The accompanying notes form an integral part of this announcement.
The total column of this Summary 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 periods disclosed above. Accordingly a Statement of total
recognised gains and losses is not required. The difference between
the reported loss 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.
Summary balance sheet
+-------------------------------------------------------------------+
| | | Unaudited | Unaudited | |
| | | 30 | 30 | Audited |
| | | September | September | 31 March |
| | | 2009 | 2008 | 2009 |
| | Note | £'000 | £'000 | £'000 |
|-------------------------+------+-----------+-----------+----------|
| Investments | | | | |
|-------------------------+------+-----------+-----------+----------|
| Qualifying | | 8,383 | 3,742 | 5,804 |
|-------------------------+------+-----------+-----------+----------|
| Non-qualifying | | 800 | - | - |
|-------------------------+------+-----------+-----------+----------|
| Total fixed asset | 7 | 9,183 | 3,742 | 5,804 |
| investments | | | | |
|-------------------------+------+-----------+-----------+----------|
| | | | | |
|-------------------------+------+-----------+-----------+----------|
| Current assets | | | | |
|-------------------------+------+-----------+-----------+----------|
| Trade and other debtors | | 25 | 100 | 30 |
|-------------------------+------+-----------+-----------+----------|
| Current asset | 7 | 12,760 | 18,605 | 12,123 |
| investments | | | | |
|-------------------------+------+-----------+-----------+----------|
| Cash at bank | 10 | 4,961 | 6,029 | 9,319 |
|-------------------------+------+-----------+-----------+----------|
| | | 17,746 | 24,734 | 21,472 |
|-------------------------+------+-----------+-----------+----------|
| | | | | |
|-------------------------+------+-----------+-----------+----------|
| Creditors: amounts | | | | |
| falling due within one | | (345) | (386) | (348) |
| year | | | | |
|-------------------------+------+-----------+-----------+----------|
| | | | | |
|-------------------------+------+-----------+-----------+----------|
| Net current assets | | 17,401 | 24,348 | 21,124 |
|-------------------------+------+-----------+-----------+----------|
| | | | | |
|-------------------------+------+-----------+-----------+----------|
| Net assets | | 26,584 | 28,090 | 26,928 |
|-------------------------+------+-----------+-----------+----------|
| | | | | |
|-------------------------+------+-----------+-----------+----------|
| Capital and reserves | | | | |
|-------------------------+------+-----------+-----------+----------|
| Called up share capital | 8 | 15,180 | 15,180 | 15,180 |
|-------------------------+------+-----------+-----------+----------|
| Share premium | | - | 4,703 | - |
|-------------------------+------+-----------+-----------+----------|
| Unrealised capital | | (1,645) | (863) | (1,681) |
| reserve | | | | |
|-------------------------+------+-----------+-----------+----------|
| Special reserve | | 13,473 | 8,787 | 13,473 |
|-------------------------+------+-----------+-----------+----------|
| Treasury shares reserve | | (37) | - | (31) |
|-------------------------+------+-----------+-----------+----------|
| Realised capital | | (830) | (475) | (614) |
| reserve | | | | |
|-------------------------+------+-----------+-----------+----------|
| Revenue reserve | | 443 | 758 | 601 |
|-------------------------+------+-----------+-----------+----------|
| | | | | |
|-------------------------+------+-----------+-----------+----------|
| Total equity | | 26,584 | 28,090 | 26,928 |
| shareholders' funds | | | | |
|-------------------------+------+-----------+-----------+----------|
| | | | | |
|-------------------------+------+-----------+-----------+----------|
| Net asset value per | | 87.71 | 92.52 | 88.82 |
| share (pence)* | | | | |
+-------------------------------------------------------------------+
* excluding treasury shares
Comparative figures have been extracted from the unaudited
Half-yearly Financial Report for the period ended 30 September 2008
and the audited statutory accounts for the year ended 31 March 2009.
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 26 November 2009 and were signed on its
behalf by
M Packe
Chairman
Summary reconciliation of movement in shareholders' funds
+-----------------------------------------------------------------------------------------------------+
| | Called| | | | | | | |
| | up| |Unrealised| |Treasury|Realised| | |
| | share| Share| capital| Special| shares| capital| Revenue| |
| |capital|premium| reserve*|reserve*|reserve*|reserve*|reserve*| Total|
| | £'000| £'000| £'000| £'000| £'000| £'000| £'000| £'000|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|As at 1 April 2009 (audited) | 15,180| -| (1,681)| 13,473| (31)| (614)| 601| 26,928|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Unrealised gains on | -| -| 36| -| -| -| -| 36|
|investments | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Capitalised investment | | | | | | | | |
|management fees | -| -| -| -| -| (255)| -| (255)|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Tax relief on costs charged to| -| -| -| -| -| 39| -| 39|
|capital | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Purchase of own treasury | -| -| -| -| (6)| -| -| (6)|
|shares | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Revenue return attributable to| | | | | | | | |
|shareholders | -| -| -| -| -| -| 145| 145|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Dividends paid | -| -| -| -| -| -| (303)| (303)|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|As at 30 September 2009 | | | | | | | | |
|(unaudited) | 15,180| -| (1,645)| 13,473| (37)| (830)| 443| 26,584|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
| | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|As at 1 April 2008 (audited) | 9,897| -| (262)| 8,787| -| (238)| 420| 18,604|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Issue of share capital | 5,283| 5,283| -| -| -| -| -| 10,566|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Issue costs | -| (580)| -| -| -| -| -| (580)|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Net realised losses on | | | | | | | | |
|investments in the period | -| -| -| -| -| (17)| -| (17)|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Unrealised losses on | -| -| (601)| -| -| -| -| (601)|
|investments | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Capitalised investment | | | | | | | | |
|management fees | -| -| -| -| -| (299)| -| (299)|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Tax relief on costs charged to| -| -| -| -| -| 79| -| 79|
|capital | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Revenue return attributable to| | | | | | | | |
|shareholders | -| -| -| -| -| -| 417| 417|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Dividends paid | -| -| -| -| -| -| (79)| (79)|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|As at 30 September 2008 | | | | | | | | |
|(unaudited) | 15,180| 4,703| (863)| 8,787| -| (475)| 758| 28,090|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
| | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|As at 1 April 2008 (audited) | 9,897| -| (262)| 8,787| -| (238)| 420| 18,604|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Issue of share capital | 5,283| 5,283| -| -| -| -| -| 10,566|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Issue costs | -| (580)| -| -| -| -| -| (580)|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Cost of cancellation of share | -| -| -| (17)| -| -| -| (17)|
|premium account | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Cancellation of share premium | -|(4,703)| -| 4,703| -| -| -| -|
|account | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Net realised losses on | -| -| -| -| -| (15)| -| (15)|
|investments in the year | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Unrealised losses on | -| -| (1,419)| -| -| -| -|(1,419)|
|investments | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Capitalised investment | | | | | | | | |
|management fees | -| -| -| -| -| (542)| -| (542)|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Tax relief on costs charged to| -| -| -| -| -| 153| -| 153|
|capital | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Recovery of VAT capitalised | -| -| -| -| -| 28| -| 28|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Purchase of own treasury | -| -| -| -| (31)| -| -| (31)|
|shares | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Revenue return attributable to| -| -| -| -| -| -| 640| 640|
|shareholders | | | | | | | | |
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|Dividends paid | -| -| -| -| -| -| (459)| (459)|
|------------------------------+-------+-------+----------+--------+--------+--------+--------+-------|
|As at 31 March 2009 (audited) | 15,180| -| (1,681)| 13,473| (31)| (614)| 601| 26,928|
+-----------------------------------------------------------------------------------------------------+
* Included within these reserves is an amount of £11,404,000 (30
September 2008: £8,207,000; 31 March 2009: £11,748,000) which is
considered distributable. The Special reserve has been treated as
distributable in determining the amounts available for distribution.
As the Company has not revoked its Investment Company Status under
Section 833 of the Companies Act 2006, the Company can only pay
dividends out of the Revenue reserve.
Summary cash flow statement
+-------------------------------------------------------------------+
| | | Unaudited | Unaudited | |
| | | six months | six months | Audited |
| | | ended | ended | year |
| | | 30 | 30 | ended |
| | | September | September | 31 March |
| | | 2009 | 2008 | 2009 |
| | Note | £'000 | £'000 | £'000 |
|-----------------------+------+------------+------------+----------|
| Operating activities | | | | |
|-----------------------+------+------------+------------+----------|
| Investment income | | 375 | 582 | 776 |
| received | | | | |
|-----------------------+------+------------+------------+----------|
| Deposit interest | | 43 | 247 | 311 |
| received | | | | |
|-----------------------+------+------------+------------+----------|
| Investment management | | (393) | (272) | (527) |
| fees paid | | | | |
|-----------------------+------+------------+------------+----------|
| Other cash | | (112) | 9 | (188) |
| (payments)/receipts | | | | |
|-----------------------+------+------------+------------+----------|
| Net cash | | | | |
| (outflow)/inflow from | 9 | (87) | 566 | 372 |
| operating activities | | | | |
|-----------------------+------+------------+------------+----------|
| | | | | |
|-----------------------+------+------------+------------+----------|
| Taxation | | | | |
|-----------------------+------+------------+------------+----------|
| UK corporation tax | | 27 | - | (126) |
| received/(paid) | | | | |
|-----------------------+------+------------+------------+----------|
| | | | | |
|-----------------------+------+------------+------------+----------|
| Capital expenditure | | | | |
| and financial | | | | |
| investments | | | | |
|-----------------------+------+------------+------------+----------|
| Purchase of fixed | | (3,419) | (1,493) | (4,286) |
| asset investments | | | | |
|-----------------------+------+------------+------------+----------|
| Net cash outflow from | | (3,419) | (1,493) | (4,286) |
| investing activities | | | | |
|-----------------------+------+------------+------------+----------|
| | | | | |
|-----------------------+------+------------+------------+----------|
| Management of liquid | | | | |
| resources | | | | |
|-----------------------+------+------------+------------+----------|
| Purchase of current | | | | |
| asset investments | | (4,399) | (21,298) | (22,544) |
|-----------------------+------+------------+------------+----------|
| Disposal of current | | 3,836 | 3,983 | 11,933 |
| asset investments | | | | |
|-----------------------+------+------------+------------+----------|
| Net cash outflow from | | | | |
| management of liquid | | (563) | (17,315) | (10,611) |
| resources | | | | |
|-----------------------+------+------------+------------+----------|
| | | | | |
|-----------------------+------+------------+------------+----------|
| Equity dividends paid | | | | |
|-----------------------+------+------------+------------+----------|
| Dividends paid | | (303) | (79) | (459) |
|-----------------------+------+------------+------------+----------|
| Net cash outflow | | (4,345) | (18,321) | (15,110) |
| before financing | | | | |
|-----------------------+------+------------+------------+----------|
| | | | | |
|-----------------------+------+------------+------------+----------|
| Financing | | | | |
|-----------------------+------+------------+------------+----------|
| Issue of ordinary | | - | 10,567 | 10,568 |
| share capital | | | | |
|-----------------------+------+------------+------------+----------|
| Purchase of own | | (13) | - | (24) |
| shares | | | | |
|-----------------------+------+------------+------------+----------|
| Expenses of issue of | | | | |
| ordinary share | | - | (580) | (478) |
| capital | | | | |
|-----------------------+------+------------+------------+----------|
| Net cash | | | | |
| (outflow)/inflow from | | (13) | 9,987 | 10,066 |
| financing | | | | |
|-----------------------+------+------------+------------+----------|
| Decrease in cash | 10 | (4,358) | (8,334) | (5,044) |
+-------------------------------------------------------------------+
Notes to the summarised financial statements for the six months to 30
September 2009
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
Fixed and current asset investments
Unquoted equity investments
In accordance with FRS 26 "Financial Instruments: Recognition and
Measurement", unquoted equity investments 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 on equity investments 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, convertibles and unquoted equity derived instruments
Warrants, convertibles and unquoted equity derived instruments are
only valued if their exercise or contractual conversion terms would
allow them to be exercised or converted as at the balance sheet date,
and if there is 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 and Euro commercial paper
Unquoted loan stock and Euro Commercial Paper are classified as loans
and receivables in accordance with FRS 26 and carried at amortised
cost using the Effective Interest Rate method ("EIR") 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 Revenue 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 on
revaluation.
For all unquoted loan stock, whether re-negotiated, 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 effective interest rate.
Unquoted loan stocks are classified as fixed asset investments in the
balance sheet.
Floating rate notes
In accordance with FRS 26 "Financial Instruments: Recognition and
Measurement", floating rate notes are designated as FVTPL. Floating
rate notes are valued at market bid price at the balance sheet date.
Floating rate notes are classified as current asset investments as
they are investments held for the short term.
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.
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.
Fixed and current asset investments
It is not the Company's policy to exercise control or significant
influence over portfolio companies. Therefore 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 are not regarded as associated undertakings.
Investment income
Unquoted equity income
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.
Unquoted loan stock, Euro commercial paper income and other preferred
income
The 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.
Floating rate note income
Floating rate note income is recognised on an accruals basis using
the interest rate applicable to the floating rate note at that time.
Investment management fees and other expenses
All expenses have been accounted for on an accruals basis. Expenses
are charged through the Revenue account except the following which
are charged through the Realised capital reserve:
* 75 per cent. of management fees are allocated to the capital
account to the extent that these relate to an enhancement in the
value of the investments. This is 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.
Under the terms of the management agreement, total expenses including
management fees and excluding performance fees will not exceed 3.5
per cent. of the net asset value per annum.
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.
The specific nature of taxation of venture capital trusts means that
it is unlikely that any deferred tax will arise. The Directors have
considered the requirements of FRS 19 and do not believe that any
provision should be made.
Performance incentive fee
In the event that a performance incentive fee crystallises, 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.
Reserves
Unrealised capital reserves
Increases and decreases in the valuation of investments held at the
year end against cost, are included in this reserve.
Special reserve
This reserve was created on the cancellation of the Company's share
premium account, is distributable and amongst other purposes, can be
used for making market purchases and effecting tender offers of
Ordinary shares, offsetting of losses to enable the Company to pay
dividends, or can be used for the same purposes that the Company
could use a share premium account.
Treasury shares reserve
This reserve accounts for amounts by which the distributable reserves
of the Company are diminished through the repurchase of the Company's
own shares for treasury.
Realised capital reserves
The following are disclosed in this reserve:
* gains and losses compared to cost on the realisation of
investments; and
* expenses, together with the related taxation effect, charged in
accordance with the above policies.
Dividends
In accordance with FRS 21 "Events after the balance sheet date",
dividends declared by the Company are accounted for in the period in
which the dividend has been paid or approved by shareholders in an
Annual General Meeting.
3. Gains/(losses) on investments
Unaudited Unaudited
six months six months Audited
ended ended year ended
30 September 30 September 31 March
2009 2008 2009
£'000 £'000 £'000
Unrealised losses on fixed asset
investments held at fair value
through profit or loss account (162) (610) (1,251)
Unrealised gains/(losses) on
investments held at amortised
cost 11 - (108)
Unrealised losses on fixed asset
investments (151) (610) (1,359)
Unrealised gains/(losses) on
current asset investments held
at fair value through profit or
loss account 187 9 (60)
Unrealised gains/(losses) sub
total 36 (601) (1,419)
Realised losses on current asset
investments held at fair value
through profit or loss account - (17) (15)
36 (618) (1,434)
Investments valued on amortised cost basis are unquoted loan stock
investments as described in note 2.
4. Investment income
Unaudited Unaudited
six months six months Audited
ended ended year ended
30 September 30 September 31 March
2009 2008 2009
£'000 £'000 £'000
Income recognised on investments
held at fair value through
profit or loss
Floating rate note interest 90 173 317
Bank deposit interest 37 233 312
Treasury gilt edged stock
interest - 255 348
127 661 977
Income recognised on investments
held at amortised cost
Return on loan stock investments 173 64 159
Euro Commercial Paper interest 51 9 112
351 734 1,248
5. Dividends
Unaudited Unaudited
six months six months Audited
ended ended year ended
30 September 30 September 31 March
2009 2008 2009
£'000 £'000 £'000
Dividend of 0.4p per share
paid on 15 August 2008 - 79 79
Dividend of 1.25p per
share paid on 9 January
2009 - - 380
Dividend of 1.0p per share
paid on 7 August 2009 303 - -
303 79 459
In addition to the dividends summarised above, the Board has declared
a second dividend for the year ending 31 March 2010 of 1 penny per
share to be paid on 6 January 2010 to shareholders on the register on
4 December 2009. This is expected to amount to approximately
£303,000.
6. Basic and diluted return per share
Return per share has been calculated on 30,309,252 shares (30
September 2008: 30,187,643; 31 March 2009: 30,266,779), being the
weighted number of shares in issue for the year, excluding treasury
shares of 51,633 (30 September 2008: nil; 31 March 2009: 43,300).
There are no convertible instruments, derivatives or contingent share
agreements in issue for Albion Enterprise VCT PLC hence there are no
dilution effects to the return per share. The basic return per share
is therefore the same as the diluted return per share.
7. Investments
Fixed asset investments held at fair value through profit or loss
total £3,640,000 (30 September 2008: £1,998,000; 31 March 2009:
£2,624,000). Fixed asset investments held at amortised cost total
£5,543,000 (30 September 2008: £1,744,000; 31 March 2009:
£3,180,000).
Current asset investments held at fair value through profit or loss
total £12,760,000 (30 September 2008: £14,749,000; 31 March 2009:
£8,174,000). Current asset investments held at amortised cost total
£nil (30 September 2008: £3,846,000; 31 March 2009: £3,949,000).
8. Called up share capital
Unaudited Unaudited Audited
30 September 30 September 31 March
2009 2008 2009
£'000 £'000 £'000
Authorised
50,000,000 Ordinary shares of 50p
each (30 September 2008 and 31
March 2009: 50,000,000) 25,000 25,000 25,000
Allotted, called up and fully paid
30,360,885 Ordinary shares of 50p
each (30 September 2008 and 31
March 2009: 30,360,885) 15,180 15,180 15,180
During the period to 30 September 2009, the Company purchased 8,333
Ordinary shares to be held in treasury at a cost of £6,000,
representing 0.03 per cent. of its issued share capital as at 1 April
2009. The shares purchased for treasury were funded from the treasury
shares reserve. The total number of Ordinary shares held in treasury
as at 30 September 2009 was 51,633 (30 September 2008: nil; 31 March
2009: 43,300) representing 0.17 per cent. of share capital as at 1
April 2009.
9. Reconciliation of revenue return on ordinary activities before
taxation to net cash inflow from operating activities
Unaudited Unaudited
six months six months Audited
ended ended year ended
30 September 30 September 31 March
2009 2008 2009
£'000 £'000 £'000
Revenue return on ordinary
activities before taxation 184 541 874
Investment management fee
charged to capital (255) (299) (542)
Recovery of VAT charged to
capital - - 28
Movement in accrued amortised
loan stock interest 51 (21) (30)
Decrease/(increase) in operating
debtors 4 180 (128)
(Decrease)/increase in operating
creditors (71) 165 170
Net cash (outflow)/inflow from
operating activities (87) 566 372
10. Analysis of change in cash during the period
Unaudited Unaudited Audited
six months ended six months ended year ended
30 September 2009 30 September 2008 31 March 2009
£'000 £'000 £'000
Opening cash
balances 9,319 14,363 14,363
Net cash outflow (4,358) (8,334) (5,044)
Closing cash
balances 4,961 6,029 9,319
11. Contingencies, guarantees and financial commitments
At 30 September 2009 the Company had no guarantees or commitments (30
September 2008: nil; 31 March 2009: nil).
12. Post balance sheet events
Since 30 September 2009, the Company has completed the following
transactions:
* Investment in Mi-Pay Limited of £28,000
* Investment in Vibrant Energy Assessors Limited of £14,000
* Disposal of Bank of America floating rate note (maturity date 2
February 2011) for £1,972,000
* Disposal of Nationwide Building Society floating rate note
(maturity date 7 June 2010) for £1,869,000
* Disposal of Barclays Bank floating rate note (maturity date 2 July
2010) for £3,788,000
13. Related party transactions
The Manager, Albion Ventures LLP, is considered to be a related party
by virtue of the fact that Patrick Reeve, a Director of the Company,
is also a Partner of the Manager. The Manager is party to a
management agreement from the Company. During the period, services of
a total value of £339,000 (30 September 2008: £399,000; 31 March
2009: £723,000) were purchased by the Company from Albion Ventures
LLP. At the financial period end, the amount due to Albion Ventures
LLP disclosed as accruals and deferred income was £166,000 (30
September 2008: £189,000; 31 March 2009: £219,000).
Patrick Reeve, is a Director of the Company, and is also the Managing
Partner of Albion Ventures LLP, which is the Manager of the Fund.
During the period, the Company was charged £10,000 including VAT (30
September 2008: £10,000; 31 March 2009: £20,000) by Albion Ventures
LLP in respect of Patrick Reeve's services as a Director. At the
financial period end, the amount due to Albion Ventures LLP in
respect of these services disclosed as accruals and deferred income
was £5,000 (30 September 2008: £6,000; 31 March 2009: £5,000).
Maxwell Packe is the Chairman of the Board and a shareholder in
Vibrant Energy Assessors Limited, a company in which Albion
Enterprise VCT PLC is invested. During the period, the Company
invested £56,000 in Vibrant Energy Assessors Limited. At the
financial period end, the Company held equity with a value of
£18,000, and loan stock with a value of £150,000. During the period,
the Company received loan stock interest of £5,000.
14. 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 periods ended 30 September 2009 and 30
September 2008, and is unaudited. The information for the year ended
31 March 2009 does not constitute statutory accounts within the terms
of section 434 of the Companies Act 2006 and is derived from the
statutory accounts for the financial year, which have been delivered
to the Registrar of Companies. The auditors reported on these
accounts; their reports were unqualified and did not contain
statements under s498 (2) or (3) of the Companies Act 2006.
15. Publication
The Half-yearly Financial Report is being sent to shareholders and
copies will be made available to the public at the registered office
of the Company, Companies House, the FSA viewing facility and also
electronically at www.albion-ventures.co.uk under the 'Our Funds'
section.
---END OF MESSAGE---
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