ALBION VENTURE CAPITAL TRUST PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS AND NOTICE OF 2014 ANNUAL GENERAL MEETING
Copies of the Annual Report and Financial Statements of Albion Venture Capital Trust PLC (the "Company") for the year ended 31 March 2014 (the "Annual Report") and a circular to shareholders including the notice of the 2014 Annual General Meeting to be held on 25 July 2014 (the "Circular") have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
Copies of the Annual Report and the Circular will also be available shortly on the Albion Ventures LLP website at http://www.albion-ventures.co.uk/.
Below is additional information for the purposes of compliance with the Disclosure and Transparency Rules which has been extracted from the Annual Report.
Financial highlights
2.0p | Basic and diluted total return per share as at 31 March 2014 |
5.0p | Total tax-free dividend per share paid during the year ended 31 March 2014 and 2.5p first tax free dividend per share declared for the year to 31 March 2015 |
71.3p | Net asset value per share as at 31 March 2014 |
6.2% | Annualised return since launch (without tax relief) |
201.1p | Net asset value plus dividends since launch to 31 March 2014 |
31 March 2014 | 31 March 2013 | |
(pence per share) | (pence per share) | |
Dividends paid | 5.00 | 5.00 |
Revenue return | 1.70 | 2.00 |
Capital return | 0.30 | - |
Effect of merger | - | (0.90) |
Net asset value | 71.30 | 74.20 |
Chairman's statement
Introduction
The results for the year to 31 March 2014 are the first to show a full year's combined results of Albion Venture Capital Trust PLC and Albion Prime VCT PLC since they merged in September 2012. The results show a total return of 2 pence per share, the same as the previous year, and net assets of 71.3 pence per share compared to 74.2 pence per share at 31 March 2013, following the payment of total tax-free dividends of 5 pence per share. The Company raised approximately £1.94 million during the year under the Albion VCT Top Up Offers 2012/2013 and approximately £1.40 million for the Albion VCT Top Up Offer 2013/2014, with a subsequent £1.90 million after the year end.
It is disappointing that the total return for the year remains below the Company's target dividend of 5 pence per annum. On the one hand, the merger with Albion Prime VCT PLC has created cost efficiencies, with "other expenses" (excluding the write off of previously accrued income) falling. Income, however, is also lower than we would have hoped for. This was largely due to the sales of the strongly cash generative cinema portfolio at the end of 2012 and the Bear Hotel in Hungerford and Nelson House Hospital in March 2013. The total return was affected by the soft performance of our hotels and health and fitness clubs. We address this further below.
Investment performance and progress
In general, we continue the task of repositioning the portfolio towards greater emphasis on the healthcare and renewable energy sectors and reduced reliance on sectors that are exposed to the consumer and business cycle. Renewable energy currently accounts for 14 per cent. of the portfolio with a target of 20 per cent., while healthcare accounts for 18 per cent. of the portfolio. Hotels, meanwhile, have declined to below 30 per cent. of the portfolio.
The hotel sector continued to be challenging, with market conditions at Stansted Airport proving particularly difficult, leading to a further write-down in the third party valuation of our hotel there. Prospects for the current year, however, are more promising with signs of a revival in passenger numbers at the airport leading to an improvement in the hotel's trading. The Crown Hotel in Harrogate experienced a soft year in 2013, but is expecting its current financial year to be a record year. In addition, the Stanwell Hotel is now trading profitably at an operating level, with a strong increase in revenue over previous years. In summary, we are more hopeful for this sector's current year prospects.
The health and fitness clubs also saw an aggregate reduction in their third party professional valuations, following previous underperformance at our Kensington and Weybridge clubs. The management team has now been changed, and the new team has had a considerable and positive initial impact on the units' performance. We would therefore hope for a revival of these clubs' fortunes over the next two years. Our Tower Bridge club continued to trade strongly and enjoyed a pleasing uplift in its third party valuation.
In the healthcare sector, Oakland Care Centre, which operates a care home in Chingford, continued to perform strongly, as did the Taunton Hospital. We are reviewing a number of further care home opportunities and we see provision of quality residential care for private payers in London and the Home Counties as being an important focus for future investment activity.
Our renewable energy portfolio continues to grow towards a target of 20 per cent. of the Company's total investment portfolio. The income that it generates is also growing, with a target of 10 per cent. per annum on investment cost once all the individual energy units are generating electricity. During the course of the year we invested £1.6 million in Chonais Holdings, which is constructing a 2MW run-of-river hydro unit in North West Scotland and £387,000 in Green Highland Renewables (Ledgowan), which is constructing a hydro unit nearby. In general, the renewable energy units have been operating at or above budget, with a particularly strong performance from Dragon Hydro, which owns our first operational hydroelectricity unit, in North Wales.
Radnor House School continues to perform well with 350 pupils currently in place for September and capacity for a further 100 pupils over the next two years.
Our pub portfolio is stable and cash generative, with a small amount of additional investment in Bravo Inns II to purchase and refurbish further units in the North West, taking the combined Bravo Inns and Bravo Inns II portfolio to 35 pubs.
Risks and uncertainties
The outlook for the UK economy continues to be the key risk affecting your Company. Importantly, however, your Company remains conservatively financed with no bank borrowings. The Company's policy remains that its portfolio companies should not normally have external borrowings, and for the Company to have a first charge over portfolio companies' assets; the Board and Manager see this as an important factor in the control of investment risk. However, on an exceptional basis, certain portfolio companies may take on external borrowings, where the Board considers this will offer a significant benefit to the Company.
A detailed analysis of the other risks and uncertainties facing the business is set out in the Strategic report on pages 12 and 13 of the full Annual Report and Financial Statements for the year ended 31 March 2014.
Share buy-backs
It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. Thereafter, it is still the Board's policy to buy back shares in the market, subject to the overall criterion that such purchases are in the Company's interest. The Company will limit the sum available for share buy-backs for the six month period to 30 September 2014 to £750,000. This compares to a total value bought in for the previous six months to 31 March 2014 of £487,000. Subject to the constraints referred to above and subject to first purchasing shares held by the market makers, the Board will target such buy-backs to be in the region of a 5 per cent. discount to net asset value, so far as market conditions and liquidity permit.
Results and dividends
As at 31 March 2014, the net asset value was £42.66 million or 71.3 pence per share, compared to £41.68 million or 74.2 pence per share as at 31 March 2013, after the payment of total tax-free dividends of 5 pence per share. The results comprised 1.7 pence per share revenue return (2013: 2 pence per share) and a 0.3 pence per share capital return after taking into account capitalised expenses (2013: flat). The revenue return before taxation was £1,119,000 compared to £1,114,000 for the year to 31 March 2013. The Company will pay a first dividend of 2.50 pence per share on 31 July 2014 to shareholders on the register on 11 July 2014, which is in line with the Company's current objective of paying a dividend of 5 pence per share annually.
Outlook and prospects
Trading at our hotels and health and fitness clubs is improving. After a challenging period for some of our more consumer oriented sectors, we are cautiously optimistic that the brighter outlook for the UK economy, combined with the more balanced nature of the current portfolio, should benefit the Company moving forward.
David Watkins
Chairman
25 June 2014
Responsibility Statement
In preparing the financial statements for the year to 31 March 2014, the Directors of the Company, being David Watkins, John Kerr, Jeff Warren and Ebbe Dinesen, 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 March 2014 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 March 2014 as required by DTR 4.1.12.R;
- the Chairman's statement and Strategic report include a fair review of the information required by DTR 4.2.7R (indication of important events during the year ended 31 March 2014 and description of principal risks and uncertainties that the Company faces); and
- the Chairman's statement and Strategic report include a fair review of the information required by DTR 4.2.8R (disclosure of related parties transactions and changes therein).
A detailed "Statement of Directors' responsibilities for the preparation of the Company's Financial Statements" is contained within the full audited Annual Report and Financial Statements.
By order of the Board
David Watkins
Chairman
25 June 2014
Portfolio of investments
The following list is a summary of investments as at 31 March 2014:
As at 31 March 2014 | As at 31 March 2013 | ||||||||
Portfolio company | % voting rights | % voting rights held by all AVL* managed companies | Accountingcost** £'000 | Cumulative movement in value £'000 | Value £'000 | Accounting cost** £'000 | Cumulative movement in value £'000 | Value £,000 | Change in value for the year £'000*** |
Hotels | |||||||||
Kew Green VCT (Stansted) Limited | 45.2 | 50.0 | 6,723 | 656 | 7,379 | 6,723 | 1,034 | 7,757 | (378) |
The Crown Hotel Harrogate Limited | 24.1 | 50.0 | 4,245 | (1,329) | 2,916 | 4,245 | (1,233) | 3,012 | (96) |
The Stanwell Hotel Limited | 39.2 | 50.0 | 4,677 | (2,339) | 2,338 | 4,614 | (2,335) | 2,279 | (4) |
Total investment in the hotel sector | 15,645 | (3,012) | 12,633 | 15,582 | (2,534) | 13,048 | (478) | ||
Healthcare | |||||||||
Oakland Care Centre Limited | 31.6 | 50.0 | 2,998 | 1,611 | 4,609 | 2,998 | 1,176 | 4,174 | 435 |
Active Lives Care Ltd | 100.0 | 100.0 | 1,800 | - | 1,800 | - | - | - | - |
Taunton Hospital Limited | 7.2 | 50.0 | 958 | 260 | 1,218 | 775 | 47 | 822 | 214 |
Total investment in the healthcare sector | 5,756 | 1,871 | 7,627 | 3,773 | 1,223 | 4,996 | 649 | ||
Renewable energy | |||||||||
Chonais Holdings Limited | 16.1 | 50.0 | 1,611 | 6 | 1,617 | - | - | - | 6 |
Alto Prodotto Wind Limited | 7.4 | 50.0 | 670 | 231 | 901 | 670 | 187 | 857 | 44 |
The Street by Street Solar Programme Limited | 6.5 | 50.0 | 676 | 163 | 839 | 650 | 94 | 744 | 69 |
Erin Solar Limited | 18.6 | 50.0 | 520 | 3 | 523 | - | - | - | 3 |
Regenerco Renewable Energy Limited | 4.5 | 50.0 | 427 | 36 | 463 | 427 | 24 | 451 | 12 |
Green Highland Renewables (Ledgowan) Limited | 20.8 | 50.0 | 387 | - | 387 | - | - | - | - |
Dragon Hydro Limited | 7.3 | 30.0 | 311 | 61 | 372 | 141 | 1 | 142 | 60 |
TEG Biogas (Perth) Limited | 4.9 | 50.0 | 306 | 23 | 329 | 306 | 21 | 327 | 1 |
Harvest AD Limited | n/a**** | n/a | 307 | - | 307 | - | - | - | - |
AVESI Limited | 7.4 | 50.0 | 230 | 16 | 246 | 230 | - | 230 | 16 |
Greenenerco Limited | 3.9 | 50.0 | 135 | 49 | 184 | 135 | - | 135 | 49 |
Total investment in the renewable energy sector | 5,580 | 588 | 6,168 | 2,559 | 327 | 2,886 | 260 | ||
Pubs | |||||||||
The Charnwood Pub Company Limited | 14.8 | 50.0 | 3,532 | (1,889) | 1,643 | 3,532 | (1,897) | 1,635 | 8 |
Bravo Inns II Limited | 6.4 | 50.0 | 1,085 | 38 | 1,123 | 935 | 7 | 942 | 30 |
Bravo Inns Limited | 7.6 | 50.0 | 589 | (156) | 433 | 596 | (155) | 441 | - |
The Dunedin Pub Company VCT Limited | 8.3 | 50.0 | 75 | (2) | 73 | 80 | (3) | 77 | 1 |
Total investment in the pub sector | 5,281 | (2,009) | 3,272 | 5,143 | (2,048) | 3,095 | 39 | ||
Health and fitness clubs | |||||||||
The Weybridge Club Limited | 14.3 | 50.0 | 2,136 | (650) | 1,486 | 2,136 | (208) | 1,928 | (442) |
Kensington Health Clubs Limited | 13.8 | 50.0 | 1,889 | (800) | 1,089 | 1,889 | (535) | 1,354 | (265) |
Tower Bridge Health Clubs Limited | 8.4 | 50.0 | 347 | 321 | 668 | 403 | 172 | 575 | 149 |
Total investment in the health and fitness club sector | 4,372 | (1,129) | 3,243 | 4,428 | (571) | 3,857 | (558) | ||
Education | |||||||||
Radnor House School (Holdings) Limited | 7.1 | 50.0 | 1,381 | 850 | 2,231 | 1,381 | 426 | 1,807 | 526 |
Total investment in the education sector | 1,381 | 850 | 2,231 | 1,381 | 426 | 1,807 | 526 | ||
Residential property development | |||||||||
G&K Smart Developments VCT Limited + | 42.9 | 50.0 | 276 | (40) | 236 | 1,488 | (1,144) | 344 | 30 |
Total investment in the residential property development sector | 276 | (40) | 236 | 1,488 | (1,144) | 344 | 30 | ||
Other leisure | |||||||||
Premier Leisure (Suffolk) Limited | 9.9 | 47.3 | 468 | (298) | 170 | 468 | (303) | 165 | 5 |
Total investment in the other leisure sector | 468 | (298) | 170 | 468 | (303) | 165 | 5 | ||
Total fixed asset investments | 38,759 | (3,179) | 35,580 | 34,821 | (4,623) | 30,198 | 473 |
* Albion Ventures LLP
** Amounts shown as accounting cost represent the acquisition cost in the case of investments originally made by the Company and/or the fair value attributed to the investments acquired from Albion Prime VCT PLC on the Merger on 25 September 2012, as adjusted for changes in value since acquisition.
*** As adjusted for additions and disposals during the year.
**** Loan stock investment only
+ Closing cost is net of £1,074,000 written off in respect of G&K Smart Developments VCT Limited which is still held at the balance sheet date.
Total change in value of investments for the year | 473 |
Realised gain in current year | 50 |
Movement in loan stock accrued interest | 103 |
Total gains on investments as per Income statement | 626 |
Fixed asset investment realisations during the year to 31 March 2014 | Accounting cost* £'000 | Opening carrying value £'000 | Disposal proceeds £'000 | Total realised gain/(loss) £'000 | Gain on opening value £'000 |
The Bear Hungerford Limited*** | - | - | 40 | 40 | 40 |
Radnor House School (Holdings) Limited (redemption premium repaid) | - | 103 | 111 | 111 | 8 |
Wickenhall Mill VCT Limited*** | - | - | 2 | 2 | 2 |
G&K Smart Developments VCT Limited** | 1,212 | 138 | 138 | (1,074) | - |
Tower Bridge Health Clubs Limited (loan stock repayment) | 55 | 55 | 55 | - | - |
Bravo Inns Limited (loan stock repayment) | 8 | 8 | 8 | - | - |
The Dunedin Pub Company VCT Limited (loan stock repayment) | 5 | 5 | 5 | - | - |
Total | 1,280 | 309 | 359 | (921) | 50 |
*The cost includes the original cost from Albion Venture Capital Trust PLC and the carried over value on merger from Albion Prime VCT PLC as at 25 September 2012.
** Includes an amount of £1,074,000 written off in respect of investment still held at the balance sheet date.
***This refers to additional proceeds from the sale which was realised in the prior year.
Income statement
Year ended 31 March 2014 | Year ended 31 March 2013 | ||||||
Revenue | Capital | Total | Revenue | Capital | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Gains on investments | - | 626 | 626 | - | 384 | 384 | |
Investment income | 1,718 | - | 1,718 | 1,563 | - | 1,563 | |
Investment management fees | (201) | (601) | (802) | (171) | (514) | (685) | |
Other expenses | (398) | - | (398) | (278) | - | (278) | |
Return/(loss) on ordinary activities before tax | 1,119 | 25 | 1,144 | 1,114 | (130) | 984 | |
Tax (charge)/credit on ordinary activities | (120) | 140 | 20 | (183) | 129 | (54) | |
Return/(loss) attributable to shareholders | 999 | 165 | 1,164 | 931 | (1) | 930 | |
Basic and diluted return per share (pence)* | 1.70 | 0.30 | 2.00 | 2.00 | - | 2.00 |
* excluding treasury shares
Balance sheet
31 March 2014 | 31 March 2013 | ||
£'000 | £'000 | ||
Fixed asset investments | 35,580 | 30,198 | |
Current assets | |||
Trade and other debtors | 48 | 24 | |
Current asset investments | - | 50 | |
Cash at bank and in hand | 7,505 | 11,896 | |
7,553 | 11,970 | ||
Creditors: amounts falling due within one year | (475) | (487) | |
Net current assets | 7,078 | 11,483 | |
Net assets | 42,658 | 41,681 | |
Capital and reserves | |||
Called up share capital | 645 | 603 | |
Share premium | 3,525 | 8 | |
Capital redemption reserve | 7 | - | |
Unrealised capital reserve | (3,343) | (4,890) | |
Realised capital reserve | 10,527 | 11,909 | |
Other distributable reserve | 31,297 | 34,051 | |
Total equity shareholders' funds | 42,658 | 41,681 | |
Basic and diluted net asset value per share (pence)* | 71.30 | 74.20 | |
* excluding treasury shares
The Financial Statements were approved by the Board of Directors and authorised for issue on 25 June 2014, and were signed on its behalf by
David Watkins
Chairman
Company number: 03142609
Other information
The information set out in this announcement does not constitute the Company's statutory accounts within the terms of section 434 of the Companies Act 2006 for the years ended 31 March 2014 and 31 March 2013, and is derived from the statutory accounts for those financial years, which have been, or in the case of the accounts for the year ended 31 March 2014, which will be, delivered to the Registrar of Companies. The Auditor reported on those accounts; the reports were unqualified and did not contain a statement under s498 (2) or (3) of the Companies Act 2006.
The Company's Annual General Meeting will be held at The City of London Club, 19 Old Broad Street, London, EC2N 1DS on 25 July 2014 at 11.00am.