Final Results - Year Ended 31 March 2000
Close Brothers Venture Cap Tst PLC
12 May 2000
CLOSE BROTHERS VENTURE CAPITAL TRUST PLC
'The board of Close Brothers Venture Capital Trust are pleased to announce the
results for the year to 31 March 2000, being the fourth anniversary of launch.
* Total return up 42% for Ordinary Shares and 121% for C Shares.
* Total dividends for year at 8.55p per Ordinary Share (including special
dividend payable out of capital) and 4.5p per C Share.
* NAV for both classes of share at 100.5p per share.
* Each C Share to convert to one Ordinary Share.
* Investment levels comfortably in excess of Inland Revenue targets.'
CHAIRMAN'S STATEMENT
Introduction
The year has been a successful one for Close Brothers Venture Capital Trust,
seeing a continued uplift in the aggregate value of investments. The Ordinary
Shares have already exceeded their minimum performance target of a total
return of 125 pence per share (comprising net asset value and dividends) one
year earlier than promised in the prospectus while the C Share portfolio
continues to make strong progress. The close of the financial period also
marks an important point in the Company's history. This is because 31 March
2000, being the fourth anniversary of the commencement of trading of the
Ordinary Shares and the third anniversary of the C Shares, marks the point at
which the two classes of shares merge. Following the declaration of a special
dividend from realised capital profits payable to the Ordinary shareholders,
which is being paid in addition to the normal final revenue dividend, the net
asset value of both classes of share is 100.5 pence. This will result in a
merger of the two classes of share on an equal basis and each C Share,
therefore, will convert to one Ordinary Share.
A total of £7.13 million was invested in qualifying unquoted companies during
the year (net of disposals or transfers to non-qualifying investments pending
disposal). At 31 March 2000 a further £8.75 million was scheduled for
investment in subsequent years which brings the total invested or scheduled
for investment to £38.25 million in 18 separate investee companies. Of this
amount £23.73 million has been allocated to the Ordinary Share pool and £14.52
million to the 'C' Share pool. This represents some 97% of each of the
Ordinary Shares' and the 'C' Shares' total investments. While this level is
higher than originally anticipated, it will give the opportunity to make
selective disposals of investments during the year, whilst still providing the
comfort of remaining comfortably above the minimum 70 per cent. investment
level required by Inland Revenue.
Dividends paid and proposed for the year, including the 2.55 pence dividend
payable out of capital profits for the Ordinary Shares referred to above,
amount to 8.55 pence and 4.5 pence per Ordinary Shares and C Share
respectively. The level of dividend for the C Shares was slightly
disappointing, and reflects the fact that lower income than anticipated was
received from investments in residential development companies. Nevertheless,
had tax credits on dividends not ceased in April of last year, C Share
dividends for the year would have comfortably exceeded the Company's minimum
performance criteria of 5 pence per annum.
In order for your company to pay dividends to shareholders out of realised
capital profits the VCT has now renounced its investment company status. The
principal source of these capital profits to date has been the investment in
non-qualifying irredeemable preference shares in major banks and other
financial institutions made in 1996 and 1997, which were subsequently sold at
a substantial profit.
Net asset value per share at 31 March 2000 was 100.5 pence for each of the
Ordinary Shares and 'C' Shares, against 99.6 pence and 95.5 pence respectively
for the previous year. For the purpose of the merger of the two classes of
share, the assets owned by qualifying investee companies have been valued by
independent professional valuers, other than the residential development
companies. These companies, which typically distribute their profits at the
end of each development, have been valued at cost unless there was an
undistributed profit or a realised loss carried forward from the most recently
completed development, in which case the carrying value of the investment is
adjusted accordingly.
Review of Investments
Our key investment areas continue to be the hotel, residential property
development and care home sectors, though investments made during the year in
a cinema and a health and fitness club have taken your Company into new asset-
based areas.
In the hotel sector, our two Holiday Inn Express hotels at Bristol and
Dartford, where a 43 bedroom extension has recently been completed, are both
performing well. During the period we invested in a project for a 90 room
budget hotel operating under the 'Days Inn' brand at the Mailbox site in the
centre of Birmingham; construction is well under way and the hotel is expected
to open by the end of the year. The Hawkwell House hotel in Oxford is showing
a strong performance while The Rose & Crown Hotel in Tring has now been
disposed of, resulting in a loss of approximately £200,000 against cost, and a
profit of approximately £100,000 against its written-down value.
In the residential development sector, which is restricted to 20 per cent. of
the portfolio, we currently have six companies established with separate
developers, one of which was set up shortly before the year end, initially to
undertake a scheme at Lee-on-Solent. Our investment in Badminton Homes has
been disposed of at a small profit, following the successful completion of its
first development. One particularly successful development completed during
the year was Country & Metropolitan VCT's project for 25 houses in Meanwood,
Leeds, which generated a profit well above budget.
In the care home sector our principal area of investment during the year
continues to be homes for people with learning disabilities in East Anglia.
The first two of such homes in which we have invested, in Witham in Essex and
in Bury St Edmunds, are performing above expectations. We have invested in two
further homes, which are currently under construction, in Thetford in Norfolk
and in Ipswich. Our two remaining investments in the sector are in homes for
the frail and elderly. Of these, the Harnham Croft nursing home in Salisbury
has been disappointing, with performance particularly hit by high staff costs.
The nursing home in Hornchurch has finally begun to perform in accordance with
our initial expectations, though it is too soon to increase the carrying value
from its current level.
During the year we broadened the Company's spread of asset based sectors by
investing in an 'art-house' cinema in the centre of Cambridge, which has now
been open for six months, while construction is due to commence shortly on the
Glory Mill Health and Fitness Club in a five acre freehold site outside
Beaconsfield.
Results and Dividend
As at 31 March 2000 the net asset value applicable to the Ordinary Shares was
£24.11 million or 100.5 pence per share, which compares with a net asset value
at 31 March 1999 of £24.06 million or 99.6 pence per share. Net income before
taxation was £1.90 million (1999: £2.10 million) enabling the board to declare
a net final revenue dividend of 3.5 pence per Ordinary Share plus a special
capital dividend of 2.55 pence, making 8.55 pence (1999: 6.3 pence, or 7.75
pence inclusive of the tax credit) for the full year.
The net asset value applicable to the 'C' Shares was £15.50 million (1999:
£14.80 million), or 100.5 pence (1999: 95.5 pence) per share. Net income
before taxation was £955,000 (1999: £1.10 million) enabling the board to
declare a net final dividend of 2.3 pence per 'C' Share, making 4.5 pence
(1999: 5.10 pence or 6.25 pence inclusive of the tax credit) for the full
year.
The final dividends for the year ended 31 March 2000 will be paid on 30 June
2000 to shareholders registered on 26 May 2000.
Merger of Ordinary Shares and C Shares
As mentioned above, and in accordance with the Company's articles of
association and the terms of the C Share prospectus, issued in February 1997,
the C Shares are due to convert to Ordinary Shares with effect from 31 May
2000 on the basis of their comparative net asset values at 31 March 2000.
Following the payment of the special capital dividend of 2.55 pence to the
Ordinary Shareholders, both classes of share have a net asset value of 100.5
pence. Consequently, with effect from 31 May 2000, each C Share will be
deemed to be an Ordinary Share. New Ordinary share certificates will be sent
to shareholders as soon as practicable, and by no later than 30 June 2000,
after which existing C Share certificates will cease to be valid
David Watkins
Chairman 12 May 2000
Close Brothers Venture Capital Trust PLC
Statement of Total Return
(incorporating the revenue account)
for the year ended 31 March 2000
Current Year
Ordinary Shares 'C' Shares Total
Year ended 31 Year ended 31 Year ended 31
March 2000 March 2000 March 2000
Rev. Cap. Total Rev. Cap. Total Rev. Cap. Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gains
on investments - 1,078 1,098 - 894 894 - 1,972 1,972
Income 2,173 - 2,173 1,100 - 1,100 3,273 - 3,273
Investment
mgmt fees (212) (212) (424) (108) (108) (216) (320) (320) (640)
Other expenses (58) (58) (116) (37) (37) (74) (95) (95) (190)
_____ ____ _____ _____ ___ _____ _____ ___ _____
Return on
ordinary
activities
before tax 1,903 808 2,711 955 749 1,704 2,858 1,557 4,415
Tax on ordinary
activities (518) 74 (444) (282) 43 (239) (800) 117 (863)
____ __ ___ ____ ___ ____ ____ ___ ___
Return
attributable to
shareholders 1,385 882 2,267 673 792 1,465 2,058 1,674 3,732
Dividends (1,442) (612) 2,054 (695) - (695)(2,137) (612) (2,749)
______ __ ______ ___ ___ ___ _____ ___ _____
Transfer to
(from) reserves (57) 270 213 (22) 792 770 (79) 1,062 983
====== ==== ==== ==== ==== ==== ===== ==== =====
Return per share 5.8p 3.7p 9.5p 4.4p 5.1p 9.5p
The revenue columns of this statement represent the profit and loss account of
the Company.
All revenue and capital items in the above statement derive from continuing
operations.
No operations were acquired or discontinued in the period.
Close Brothers Venture Capital Trust PLC
Statement of Total Return
(incorporating the revenue account)
for the year ended 31 March 1999
Prior Year (as restated)
Ordinary Shares 'C' Shares Total
Year ended 31 Year ended 31 Year ended 31
March 1999 March 1999 March 1999
Rev. Cap. Total Rev. Cap. Total Rev. Cap. Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gains /(losses)
on investments - 214 214 - (40) (40) - 174 174
Income 2,356 - 2,356 1,223 - 1,223 3,579 - 3,579
Investment
mgmt fees (179) (179) (358) (77) (77) (154) (256) (256) (512)
Other expenses (59) (59) (118) (38) (38) (76) (97) (97) (194)
_____ ____ _____ _____ ___ _____ _____ ___ _____
Return on
ordinary
activities
before tax 2,118 (24) 2,094 1,108 (155) 953 3,226 (179) 3,047
Tax on ordinary
activities (555) 74 (481) (313) 36 (277) (868) 110 (758)
____ __ ___ ____ ___ ____ ____ ___ ___
Return
attributable to
shareholders 1,563 50 1,613 795 (119) 676 2,358 (69) 2,289
Dividends (1,522) - (1,522) (790) - (790)(2,312) - (2,312)
______ __ ______ ___ ___ ___ _____ ___ _____
Transfer to
(from) reserves 41 50 91 5 (119) (114) 46 (69) (23)
====== ==== ==== ==== ==== ==== ===== ==== =====
Return per share 6.5p 0.2p 6.7p 5.1p (0.8)p 4.3p
Close Brothers Venture Capital Trust PLC
Balance sheet
at 31 March 2000
Ord. 'C' Ord. 'C'
Shares Shares Total Shares Shares Total
31 Mar. 31 Mar. 31 Mar. 31 Mar. 31 Mar. 31 Mar.
2000 2000 2000 1999 1999 1999
£'000 £'000 £'000 £'000 £'000 £'000
Fixed Asset Investments
Qualifying:
Scheduled for
investment 25,056 15,439 40,495 18,967 9,764 28,581
less: uninvested (5,435) (3,315) (8,750) (1,283) (4,967) (6,100)
______ ______ ______ ______ ______ _____
Net investments
to date 19,621 12,124 31,745 17,684 4,797 22,481
Non-qualifying: 1,170 2,125 3,295 5,003 8,441 13,444
______ ____ ______ ______ ______ ______
Total fixed asset
investments 20,791 14,249 35,040 22,687 13,238 35,925
______ ______ ______ ______ ______ ______
Current Assets
Debtors 158 157 315 500 277 777
Short term money
market deposits 5,101 1,587 6,688 1,150 1,423 2,573
_____ _____ ______ ______ ______ _____
5,259 1,744 7,003 1,650 1,700 3,350
Creditors: due
within one year (1,935) (490) (2,425) (282) (141) (423)
_____ ____ _____ _____ _____ _____
Net current assets 3,324 1,254 4,578 1,368 1,559 2,927
_____ _____ ______ _____ _____ ______
Net assets 24,115 15,503 39,618 24,055 14,797 38,852
====== ====== ====== ====== ====== ======
Represented by:
Called up share
capital 11,995 7,712 19,707 12,080 7,749 19,829
Share premium
account - - - 10,866 6,974 17,840
Special reserve 10,713 6,910 17,623 - - -
Capital reserve
realised 228 25 253 1,037 142 1,179
unrealised 966 760 1,726 (113) (149) (262)
Other reserves 105 41 146 20 4 24
Profit and Loss
account 108 55 163 165 77 242
_____ _____ ______ _____ _____ ____
Total Shareholders'
funds 24,115 15,503 39,618 24,055 14,797 38,852
====== ====== ====== ====== ====== ======
Net asset value per
share 100.5p 100.5p 99.6p 95.5p
Signed on behalf of the Board of Directors
Roderick Davidson
Director
For further information, please contact:
Patrick Reeve, Close VCT Management Tel: 020 7426 4000