Interim Results - 6 Months to 30 September 1999
Close Brothers Venture Cap Tst PLC
2 December 1999
CLOSE BROTHERS VENTURE CAPITAL TRUST PLC
Interim Report for the six months to
30 September, 1999
Chairman's Statement
Introduction
Close Brothers Venture Capital Trust PLC was launched in 1996 to invest in
asset-backed companies alongside partners with proven experience in the sector
concerned. Investments are typically a mixture of equity and loan stock
secured on the assets of the investee company. Investee companies do not
normally have external borrowings. Including the 'C' Share issue in 1997, a
total of £39.7 million was raised from private investors.
Investment progress
Your Board is pleased to announce that the company's investment strategy
continues to be implemented according to plan. A total of £4.13 million was
invested in qualifying unquoted companies in the first six months of the year.
This brings the total invested or scheduled for investment for Close Brothers
Venture Capital Trust to £30.50 million (before revaluations) in 16 separate
investee companies. Of this amount £20.00 million has been allocated to the
Ordinary Share pool and £10.50 million to the 'C' Share pool. This represents
some 82 per cent. and 70 per cent. of the Ordinary Shares' and the 'C' Shares'
respective cash and investments (again, before revaluations). A portion of
these sums will not be invested until the next financial year. Nevertheless,
the Ordinary Share pool is now comfortably over the key 70 per cent.
threshold, while, in view of investments currently in progress, the 'C' Share
pool will also be well over 70 per cent. level by 31 March 2000, being the
third anniversary of its launch.
Key areas for investment continue to be the hotel, residential property
development and nursing home sectors, although with our new investment in City
Screen (Cambridge) Ltd we have broadened our portfolio into the cinema sector,
and are currently also reviewing opportunities in the health and fitness
sector.
In the period since 1 April and in line with our policy of concentrating on
more specialised areas of nursing care, we have invested in a third operation
providing care for those with learning difficulties, also in East Anglia.
Our investment in Fryers Walk VCT Limited, whose home is currently under
construction, will comprise a 34 bed 'core and cluster' residential care unit
in the centre of Thetford, Norfolk. Trading in the two non-specialist care
homes, however, continues below budget, in line with the general problems seen
in the market.
Our activity in the residential development sector, which is restricted to 20
per cent. of the portfolio, is through six companies established with separate
developers, and is continuing to benefit from the strong housing market. Our
stake in Badminton Homes Limited is likely to be sold shortly at a small
profit and the proceeds distributed to your VCT following the completion of
its development. A replacement investment in the residential sector is
therefore now in the process of being identified.
Our budget hotels continue to perform above initial expectations and we are
currently in the process of investing in a third hotel, under the Days Inn
brand. Meanwhile, negotiations are at an advanced stage for the disposal of
our investment in the Rose & Crown Hotel in Tring, at a price in excess of our
current carrying value.
As already mentioned, the investment in City Screen (Cambridge) brings us into
a new sector with this specialist, three screen cinema, in the centre of
Cambridge. The cinema opened in August and trading levels are above initial
expectations.
Other than where further sums reserved for investment have been subscribed,
there have been no increase in valuations for the first half of the year,
although, given the strong performance and cash generation of many of our
investments, your board would hope for further uplifts in values by the year
end, based as usual upon third party professional valuations.
The following is a summary of qualifying investments made to date, comprising
amounts invested and scheduled for investment, and after including the
revaluations referred to above:
Investee Company Ordinary Shares 'C' Shares Total
Inv. Reval. Res. Inv. Reval. Res.
at for at for
Cost inv. Cost inv.
Care Homes
Churchcroft VCT Ltd 760 123 183 490 79 117 1,752
Downing Harnham Croft
Nursing Home Ltd 580 - - 370 - - 950
Drummond Court VCT Ltd 915 - - 585 - - 1,500
Hornchurch VCT Ltd 2,850 (500) - - - - 2,350
Fryers Walk VCT Ltd 760 - 155 240 - 345 1,500
Hotels
Hawkwell VCT Ltd 1,610 - 300 1,390 - - 3,300
Premier VCT
(Bristol) Ltd 1,610 159 650 1,390 137 50 3,996
Premier VCT
(Dartford) Ltd 3,000 553 - - - 1,500 5,053
Rose & Crown VCT Ltd 915 (183) - 585 (117) - 1,200
Residential Development
Badminton Homes Ltd 200 - - 800 - - 1,000
Cathedral Homes
VCT Ltd - - - 1,150 - - 1,150
Chase Midland VCT Ltd 1,600 - - - - - 1,600
Country &
Metropolitan VCT Ltd 1,500 - - - - - 1,500
Portland Homes
(Woodside Green) Ltd 300 - - 700 - 200 1,200
Tower Gate VCT Ltd 1,200 - - - - - 1,200
Other
City Screen
(Cambridge) Ltd 415 - 500 585 - - 1,500
Total 18,215 152 1,788 8,285 99 2,212 30,751
Results and Dividend
As at 30 September, 1999 the net asset value applicable to the Ordinary Shares
was £23.98 million or 99.5 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 £866,000 enabling the board to declare a net interim
dividend of 2.5 pence per Ordinary Share, compared to 2.2 pence for the
comparable period of the previous year.
The net asset value applicable to the 'C' Shares was £14.91 million, or 96.2
pence per share compared with a net asset value at 31 March, 1999 of £14.80
million, or 95.5 pence per share. Net income before taxation was £451,000 in
the period enabling the board to declare a net interim dividend of 2.2 pence
per 'C' Share, compared to 2.0 pence for the comparable period of the previous
year.
The interim dividends will be paid on 14 January, 2000 to shareholders
registered on 17 December, 1999.
Cancellation of share premium account
The board is pleased to announce that the court order confirming the
cancellation of the share premium account was duly made and this will
facilitate the company's ability to purchase its own shares, as and when the
Board deems it appropriate to do so. 50,000 Ordinary Shares were purchased
for cancellation at 88p per share during the period.
Shareholder value created in respect of each class of share since launch:
Ordinary Shares 'C' Shares
pence per share pence per share
(launched Mar. 96)(launched Mar. 97)
Gross dividend for the year to 31 March, 1997 5.0 -
Gross dividend for the year to 31 March, 1998 6.0 5.0
Gross first and second interim dividends and
net final dividend for the year to 31 March, 1999 7.8 6.3
Net dividend for the six months to 30 September, 1999 2.5 2.2
Net asset value per share at 30 September, 1999 99.5 96.2
_____ _____
Total 120.8 109.7
===== =====
Note: following the cessation of tax credits on 5 April 1999, dividends paid
by VCTs no longer benefit from tax-free tax credits for qualifying UK
shareholders.
Year 2000 Compliance
The Directors have assessed the impact of the year 2000 in relation to the
computer systems used by the Manager. The possible adverse effect relating to
such systems on the Company is considered to be insignificant.
David Watkins
Chairman 1 December, 1999
Unaudited Statement of Total Return
(incorporating the revenue account)
for the six months to 30 September, 1999
Current Year
Ordinary Shares 'C' Shares Total
Six months to 30 Six months to 30 Six months to 30
September, 1999 September, 1999 September, 1999
Rev Cap Tot Rev Cap Tot Rev Cap Tot
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gains on
investments - 60 60 - 185 185 - 245 245
Income 998 - 998 515 - 515 1,513 - 1,513
Investment
management fees (104) (104) (208) (47) (47) (94) (151) (151) (302)
Other expenses (28) (28) (56) (17) (17) (34) (45) (45) (90)
____ ____ ____ ___ ___ ___ _____ ____ _____
Return on ordinary
activities before
tax 866 (72) 794 451 121 572 1,317 49 1,366
Tax on ordinary
activities (260) 39 (221) (135) 19 (116) (395) 58 (337)
____ ___ ____ ___ ___ ____ _____ ___ _____
Return
attributable to
shareholders 606 (33) 573 316 140 456 922 107 1,029
Dividends (603) - (603) (341) - (341) (944) - (944)
____ ___ ___ ____ ___ ___ ____ ___ _____
Transfer to (from)
reserves 3 (33) (30) (25) 140 115 (22) 107 85
==== ==== === ==== ==== ==== ==== === ====
Return per share 2.5p (0.1)p 2.4p 2.0p 0.9p 2.9p
All revenue and capital items in the above statement derive from continuing
operations.
Unaudited Statement of Total Return
(incorporating the revenue account)
for the six months to 30 September, 1998
Previous Year - for comparison
Ordinary Shares 'C' Shares Total
Six months to 30 Six months to 30 Six months to 30
September, 1998 September, 1998 September, 1998
Rev Cap Tot Rev Cap Tot Rev Cap Tot
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Gains(losses)on
investments - 218 218 - (127) (127) - 91 91
Income 1,015 - 1,015 678 - 678 1,693 - 1,693
Investment
management fees (83) (83) (166) (37) (37) (74) (120) (120) (240)
Other expenses (27) (27) (54) (18) (18) (36) (45) (45) (90)
____ ____ ____ ___ ___ ___ _____ ____ _____
Return on ordinary
activities before
tax 905 108 1,013 623 (182) 441 1,528 (74) 1,454
Tax on ordinary
activities (260) 32 (228) (189) 17 (172) (449) 49 (400)
____ ___ ____ ___ ___ ____ _____ ___ _____
Return
attributable to
shareholders 645 140 785 434 (165) 269 1,079 (25) 1,054
Dividends (532) - (532) (310) - (310) (842) - (842)
____ ___ ___ ____ ___ _____ ____ ___ _____
Transfer to (from)
reserves 113 140 253 124 (165) (41) 237 (25) 212
==== ==== === ==== ==== ==== ==== === ====
Return per share 2.6p 0.6p 3.2p 2.8p (1.1) 1.7p
All revenue and capital items in the above statement derive from continuing
operations.
Unaudited summary balance sheet
at 30 September, 1999
30 September, 1999 30 September, 1998 31 March, 1999
Ord. 'C' Total Ord. 'C' Total Ord 'C' Total
Shares Shares Shares Shares Shares Shares
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Fixed asset inv.
Qualifying:
Sched. for inv.20,155 10,596 30,751 17,529 7,979 25,508 18,967 9,764 28,731
less:uninvested(1,788)(2,212)(4,000)(3,650)(3,200)(6,850)(1,283)(4,967)(6,250)
______ ______ ______ ______ _____ ______ ______ ______ ______
Net inv.
to date 18,367 8,384 26,751 13,879 4,779 18,658 17,684 4,797 22,481
Non-qual: 2,056 6,498 8,554 7,002 7,981 14,983 5,003 8,441 13,444
______ _____ ______ ______ _____ ______ ______ _____ ______
Total fixed
asset inv. 20,423 14,882 35,305 20,881 12,760 33,641 22,687 13,238 35,925
______ ______ ______ ______ ______ ______ ______ _____ ______
Current assets
Debtors 513 229 742 452 190 642 500 277 777
Short term money
market depos. 4,035 200 4,235 3,954 2,628 6,582 1,150 1,423 2,573
_____ _____ _____ _____ _____ _____ _____ _____ _____
4,548 429 4,977 4,406 2,818 7,224 1,650 1,700 3,350
Creditors: due
within 1 year (994) (402)(1,396)(1,070) (705)(1,775) (282) (141) (423)
_____ ____ _____ _____ _____ _____ ____ ____ ____
Net current
assets 3,554 27 3,581 3,336 2,113 5,449 1,368 1,559 2,927
_____ _____ ______ ______ ______ _____ _____ _____ _____
Net assets 23,977 14,909 38,886 24,217 14,873 39,090 24,055 14,797 38,852
====== ====== ====== ====== ====== ====== ====== ====== ======
Represented by:
Called up
share capital 12,055 7,749 19,804 12,080 7,751 19,831 12,080 7,749 19,829
Share premium
account - - - 10,866 6,976 17,842 10,866 6,974 17,840
Special res. 10,862 6,971 17,833 - - - - - -
Cap red. res. 45 4 49 20 - 20 20 4 24
Capital res. 891 133 1,024 1,014 (53) 961 924 (7) 917
Profit and
loss account 124 52 176 237 199 436 165 77 242
___ ___ _____ _____ ____ ___ ___ ___ ___
Total
shareholders'
funds 23,977 14,909 38,886 24,217 14,873 39,090 24,055 14,797 38,852
====== ====== ====== ====== ====== ====== ====== ====== ======
Net asset value
per share 99.5p 96.2p 100.2p 95.9p 99.6p 95.5p
Review report by the auditors on the interim information
To the members of Close Brothers Venture Capital Trust PLC
Introduction
We have been instructed by the company to review the financial information and
we have read the other information contained in the interim report and
considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The Listing
Rules of the London Stock Exchange require that the accounting policies and
presentation applied to the interim figures should be consistent with those
applied in preparing the preceding annual accounts except where any changes,
and the reason for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board. A review consists principally
of making enquiries of group management and applying analytical procedures to
the financial information and underlying financial data and, based thereon,
assessing whether the accounting policies and presentation have been
consistently applied unless otherwise disclosed. A review excludes audit
procedures such as tests of controls and verification of assets, liabilities
and transactions. It is substantially less in scope than an audit performed
in accordance with Auditing Standards and therefore provides a lower level of
assurance than an audit. Accordingly, we do not express an audit opinion on
the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 September, 1999.
Deloitte & Touche
Chartered Accountants
Stonecutter Court
1 Stonecutter Street
London EC4A 4TR 1 December, 1999
This interim report is being sent to shareholders and copies will be made
available at the registered office of the Company.
For further information:
Patrick Reeve - Close VCT Management Telephone: 0171-426 4000