Half-year Report

RNS Number : 7680M

Chelverton Growth Trust PLC

01 May 2018

 

Chelverton Growth Trust PLC

 

LEI: 213800I86P8BAE6UVI83

 

Half Yearly Report

For the six months ended 28 February 2018

 

 

The Directors announce the unaudited Half Yearly Report for the period 1 September 2017 to 28 February 2018.

 

Investment objective and policy

The Company's objective is to provide capital growth through investment in companies listed on the Official List and traded on the Alternative Investment Market ("AIM") with a market capitalisation at the time of investment of up to £50 million, which the Manager believes to be at a "point of change". The Company will invest in unquoted investments where it is believed that there is a likelihood of the shares becoming listed or traded on AIM or the investee company being sold. Its investment objective is to increase the net asset value per share at a higher rate than other quoted smaller company trusts and the MCSI Small Cap UK Index.

It is the Company's policy not to invest in any listed investment companies (including listed investment trusts).

Investment strategy

Investments are selected for the portfolio only after extensive research which the Investment Manager believes to be key. The whole process through which equity must pass in order to be included in the portfolio is very rigorous. Only a security where the Investment Manager believes that the price will be significantly higher in the future will pass the selection process. The Investment Manager believes the key to successful stock selection is to identify the long-term value of a company's shares and to have the patience to hold the shares until that value is appreciated by other investors. Identifying long-term value involves detailed analysis of a company's earnings prospects over a five-year time horizon.

The Company's Investment Manager is Chelverton Asset Management Limited, an investment manager focusing exclusively on achieving returns for investors based on UK investment analysis of the highest quality. The founder and employee owners of Chelverton include experienced investment professionals with strong investment performance records who believe rigorous fundamental research allied to patience is the basis of long-term investment success.

 

Chairman's Report

Your Company has seen a decline in the net asset value per share for the first time in many years.  In the first six months of the current year the net asset value per share fell from 85.63p to 80.82p, a decrease of 5.6%. 

Over the same period, the AIM All-share index rose by 2.7% whilst the Company's comparative index, the MSCI Small Cap UK index rose by 1.1%.  Over the same period the share price has increased marginally from 63p to 63.5p and the shares were therefore trading at a discount of some 21.4% at the period end.     

Whilst the Brexit negotiations loom large in the UK political orbit, the reality is that there are many other areas of great concern in the World.  These would include the proposed tariffs which might be introduced by the United States and any subsequent retaliatory actions by China and the European Union.  The imminent curtailment and then ending of Quantitative Easing by the ECB is anticipated to cause severe problems in some European countries, particularly in Italy.  The ongoing conflict in Syria and the actions of Russia around the World and of course close at home in the UK are causing great concern. 

In the past six months the fund received a recommended cash offer of 13p per share for Lombard Risk Management which produced a very healthy profit.  No other shares have been sold in any other companies during the period.

Part of these cash proceeds were used to re-acquire shares in Petards, taking the shareholding back to the level we had previously held.  These purchases were however at much lower prices than the previous shares had been sold at.  The company has just produced a very positive statement and the future prospects look good and the share price has started to recover strongly. 

Touchstar raised £1m of new equity capital for its development and the fund took up its share of the issue.  These funds will be used to increase and accelerate the marketing efforts of the company.

A large investment has been made in CEPS plc which, is a diversified holding company for a number of niche, cash generative businesses.  The development of this business is such that once sufficient scale has been reached its growth will become self-funded and consequently equity issuance will then be limited, which with expected future profits growth should logically lead to gains in its share price.

Plutus Powergen and MTI Wireless Edge both made good progress with little change in their share prices.  Holders of the fund will be aware that very often the companies that we invest in make strong advances on an operational basis and that this is only recognised in the share prices some time later. 

A very modest investment of £72,000 was made via a small fundraising for Zenith Energy. This business has existing onshore oilfields in Azerbaijan and the funds will be used to enhance the output from existing wells.  The recent increase in the oil price will of course produce a highly operationally geared result.

On the unquoted side Chelverton Asset Management, the manager of this fund, had a very good six months and has tendered to buy back shares from investors.  The fund has tendered its holding of 2,000 shares in an oversubscribed tender at £160 per share after the period end.

An additional £100,000 was invested in Pedalling Forth to provide working capital to develop its own branded range.

The members' voluntary liquidation of Security Research took place on the sale of all but one of the subsidiary companies and 63p was received in cash.  An additional small sum will be received at some point in the future.

Whilst Shareholders are aware that it is the Board's ongoing intention to return funds to Shareholders by way of annual tenders these can only be carried out in a meaningful and cost-effective manner when the fund has significant cash resources.  At the present time, the Company is largely fully invested and therefore the ninth tender offer will be delayed until significant sums have been realised from one or more investments. 

Looking to the second half of the year, and onwards, the economic and political agenda is going to be dominated by the daily reporting of the negotiations to leave the European Union.  For investors in this fund, the state of the UK economy is in fact far more relevant.  All of the "experts" believe that the UK economy will continue to grow steadily into the future and, as the European Union itself continues to exhibit signs of growth this will only go to help.   The Board therefore feel that the portfolio will continue to make good progress.

In the future, the Board anticipates investing further sums in those companies in the portfolio that the Board feels are significantly undervalued. 

Kevin Allen

Chairman

1 May 2018

Interim management report

The important events that have occurred during the period under review and the key factors influencing the financial statements are set out in the Chairman's Report. The Board considers that the principal risks and uncertainties facing the Company remain the same as those disclosed in the Annual Report for the year ended 31 August 2017 on pages 11 and 12 and pages 49 to 51. These risks include, but are not limited to, market risk, discount volatility risk, regulatory risk, financial risk and liquidity risk.

Responsibility statement

The Directors are responsible for preparing the unaudited Half Yearly Report in accordance with applicable law and regulations. The Directors confirm that to the best of their knowledge:

The condensed set of financial statements for the six months to 28 February 2018, has been prepared in accordance with FRS 104 "Interim Financial Reporting", gives a fair view of the assets, liabilities, financial position and (loss)/profit of the Company; and

this Half Yearly Report includes a fair review of the information required by;

rule 4.2.7R of the Disclosure and Transparency Rules being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

rule 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Company during that period; and any changes in the related party transactions described in the last Annual Report that could do so.

This Half Yearly Report was approved by the Board of Directors on 1 May 2018 and the above responsibility statement was signed on its behalf by Kevin Allen, Chairman.

 

Portfolio review

as at 28 February 2018

The Company's portfolio is set out below.

Investment	Sector	Valuation	% of
		£'000	total
			portfolio
AIM traded
CEPS	Support Services	1,292	33.1
Trading holding company for a number of companies supplying services and products
MTI Wireless Edge	Technology Hardware & Equipment	219	5.6
Developer and manufacturer of sophisticated antennas and antenna systems
Petards Group	Support Services	460	11.8
Development, provision and maintenance of advance security systems and related services
Plutus Powergen	Flexible Energy Supply	583	15.0
Providers of management infrastructure and expertise to operate power plants and provide flexible electricity generation
Touchstar	Technology Hardware & Equipment	508	13.0
Software systems for warehousing and distribution
Universe Group	Support Services	41	1.1
Provision of credit fraud prevention, loyalty and retail systems
Fully listed
Zenith Energy	Oil & Gas Producers	66	1.7
International energy production and exploration company
Nasdaq Traded
One Horizon Group	Support Services	22	0.6
Provider of mobile satellite communications equipment and airtime
Unquoted
Airways Engineering	Support Services
Ordinary B Shares		-	-
Loan Stock		-	-
Commercial aviation maintenance
Anaxsys Technology	Healthcare Equipment & Services	-	-
A medical device company for patient monitoring and screening
Chelverton Asset Management Holdings	Support Services	320	8.2
Investment management, including providing services to Chelverton Growth Trust Plc
La Salle Education	Support Services	-	-
A UK based company dedicated to improving mathematics education.
Main Dental	Support Services
Ordinary B Shares		138	3.5
Loan Stock		-	-
Operator of dental surgeries
Pedaling Forth	General Retailers	250	6.4
Internet retailer of cycling clothing for women
Security Research Group	Support Services	1	-
Leading provider of Local Authority residential property searches; provision of packaging solutions
Portfolio valuation		3,900	100.0

Portfolio holdings

	28 February 2018		31 August 2017
	Valuation	% of  total	Valuation	% of total
Investment	£'000	portfolio	£'000	portfolio
CEPS	1,292	33.1	1,292	30.7
Plutus Powergen	583	15.0	700	16.6
Touchstar	508	13.0	621	14.7
Petards Group	460	11.8	434	10.3
Chelverton Asset Management Holdings	320	8.2	200	4.7
Pedalling Forth	250	6.4	150	3.6
MTI Wireless Edge	219	5.6	210	5.0
Main Dental Partners	138	3.5	138	3.3
Zenith Energy	66	1.7	-	-
Universe Group	41	1.1	61	1.4
One Horizon Group	22	0.6	22	0.5
Security Research Group*	1	-	62	1.5
Anaxsys Technology	-	-	-	-
Airways Engineering	-	-	-	-
La Salle Education	-	-	-	-
Lombard Risk Management**	-	-	323	7.7
Total	3,900	100.0	4,213	100.0
* Return of capital during the period
** Sold during the period

Portfolio breakdown by sector and by index

Sector distribution	% of total
Support Services	58.3
Technology Hardware & Equipment	18.6
Flexible Energy Supply	15.0
General Retailers	6.4
Oil & Gas Producers	1.7
Index distribution	% of total
AIM	79.6
Unquoted	18.1
Fully listed	1.7
Nasdaq	0.6

Income statement (unaudited) for the six months to 28 February 2018

	Six months to			Year to			Six months to
	28 February 2018			31 August 2017			28 February 2017
	Revenue	Capital	Total	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
(Losses)gains on investments at fair value (note 4)	-	(228)	(228)	-	1,086	1,086	-	630	630
Income (note 2)	-	-	-	5	574	579	1	250	251
Investment management fee	(6)	(17)	(23)	(12)	(38)	(50)	(6)	(18)	(24)
Other expenses	(70)	(1)	(71)	(129)	(13)	(142)	(64)	(4)	(68)
Net return on ordinary activities before taxation	(76)	(246)	(322)	(136)	1,609	1,473	(69)	858	789
Taxation on ordinary activities	-	-	-	-	-	-	-	-	-
Net return on ordinary activities after taxation	(76)	(246)	(322)	(136)	1,609	1,473	(69)	858	789
	Revenue	Capital	Total	Revenue	Capital	Total	Revenue	Capital	Total
	pence	pence	pence	pence	pence	pence	pence	pence	pence
Return per Ordinary share*	(1.34)	(4.34)	(5.68)	(2.13)	25.23	23.10	(1.08)	13.45	12.37

The total column of this statement is the profit and loss account of the Company prepared in accordance with Financial Reporting Standards ("FRS"). The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommended Practice issued in November 2014 and updated in February 2018 with consequential amendments by the Association of Investment Companies ("AIC SORP").

All revenue and capital items in the above statement derive from continuing operations.

A separate Statement of Other Comprehensive Income has not been prepared as all such gains and losses are included in the Income Statement.

The revenue column of the Income Statement includes all income and expenses. The capital column accounts for the realised and unrealised profit or loss on investments and 75% of the management fee and finance costs charged to capital.

* The return per Ordinary share is based on 5,667,890 (31 August 2017: 6,377,088; 28 February 2017: 6,377,088) shares, being the weighted average number of shares in issue during the period.

Statement of changes in equity (unaudited) 

for the six months to 28 February 2018

	Called up share capital £'000	Special reserve* £'000	Capital reserve £'000	Capital redemption reserve £'000		Revenue reserve £'000	Total £'000
Six months to 28 February 2018
1 September 2017	64	1,506	3,145	125	620		5,460
Cost of shares purchased for cancellation under tender offer	(7)	(606)	-	7	-		(606)
Cost of shares bought back for cancellation	(2)	(119)	-	2	-		(119)
Net return after taxation for the period	-	-	(246)	-	(76)		(322)
28 February 2018	55	781	2,899	134	544		4,413
Year to 31 August 2017
1 September 2016	64	1,506	1,536	125	756		3,987
Net return after taxation for the year	-	-	1,609	-	(136)		1,473
31 August 2017	64	1,506	3,145	125	620		5,460
Six months to 28 February 2017
1 September 2016	64	1,506	1,536	125	756		3,987
Net return after taxation for the period	-	-	858	-	(69)		789
28 February 2017	64	1,506	2,394	125	687		4,776

*The special reserve was created by the cancellation of the share premium account by order of the High Court on 20 January 2016.   The special reserve can be used for the purchase of the Company's Ordinary shares.

On 4 October 2017, the Company purchased 749,765 Ordinary shares as part of a tender offer for a total consideration of £606,000 including tender offer costs.

On 26 October 2017, the Company purchased 73,969 Ordinary shares and on 9 November 2017 a further 93,053 Ordinary shares for cancellation for a total consideration of £119,000.

Statement of financial position (unaudited)

as at 28 February 2018

	As at 28 February 2018 £'000			As at 31 August 2017 £'000			As at 28 February 2017 £'000
Fixed assets
Investments at fair value (note 4)	3,900			4,213			4,596
Current assets
Debtors	3			683			353
Cash at bank	538			847			103
	541			1,530			456
Creditors - amounts falling due within one year
Creditors	(28)			(33)			(26)
Short-term loans (note 5)	-			(250)			(250)
	(28)			(283)			(276)
Net current assets	513			1,247			180
Net assets	4,413			5,460			4,776
Share capital and reserves
Called up share capital	55			64			64
Special reserve	781			1,506			1,506
Capital reserve	2,899			3,145			2,394
Capital redemption reserve	134			125			125
Revenue reserve	544			620			687
Equity shareholders' funds	4,413			5,460			4,776
Net asset value per Ordinary share (note 6)	80.82p			85.63p			74.89p

Statement of cash flows (unaudited)

for the six months to 28 February 2018

	Six months to  28 February 2018		Year to 31  August 2017		Six months to  28 February  2017
	£'000		£'000		£'000
Cash flows from operating activities
Net return on ordinary activities	(322)		1,473		789
Adjustment for:
Net capital return	246		(1,609)		(858)
Income credited to capital	-		574		250
Expenses charged to capital	(18)		(51)		(22)
Interest paid	3		11		5
Decrease in creditors	(11)		(22)		(29)
Decrease/(increase) in debtors	680		(577)		(247)
Cash from/(used in) operations	578		(201)		(112)
Cash flows from investing activities
Purchase of investments	(486)		(535)		(444)
Sales of investments	571		1,333		403
Net cash from/(used in) investing activities	85		798		(41)
Cash flows from financing activities
Cost of shares purchased for cancellation under tender offer	(600)		-		-
Cost of shares purchased for cancellation	(119)		-		-
Capital repayment of loans	(250)		-		-
Interest paid	(3)		(11)		(5)
Net cash used in financing activities	(972)		(11)		(5)
Net (decrease)/increase in cash	(309)		586		(158)
Cash at the beginning of the period	847		261		261
Cash at the end of the period	538		847		103

1 Accounting Policies

Statement of compliance

The Company's Financial Statements for the period ended 28 February 2018 have been prepared under UK Generally Accepted Accounting Practice (UK GAAP) and the 2014 Statement of Recommended Practice, 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in November 2014 and updated in February 2018 with consequential amendments ('the SORP') issued by the Association of Investment Companies.

The financial statements have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 31 August 2017.

Financial information

The financial information contained in this report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The financial information for the period ended 28 February 2018 and 28 February 2017 have not been audited or reviewed by the Company's Auditor pursuant to the Auditing Practices Board guidance on such reviews. The information for the year to 31 August 2017 has been extracted from the latest published Annual Report and Financial Statements, which have been lodged with the Registrar of Companies, contained an unqualified auditors' report and did not contain a statement required under Section 498 (2) or (3) of the Companies Act 2006.

Going concern

The Company's assets consist mainly of equity shares in companies which, in most circumstances are realisable within a short timescale. The Directors believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the accounts.

2 Income

 

	Six months to	Year to	Six months to
	28 February 2018	31 August 2017	28 February 2017
	£'000	£'000	£'000
Income from investments
Income from LLP investments	-	574	250
UK net dividend income	-	5	1
Total income	-	579	251

 

3 Taxation

The tax charge for the six months to 28 February 2018 is nil (year to 31 August 2017: nil; six months to 28 February 2017: nil).

 

The Company has an effective tax rate of 0% for the year ending 31 August 2018. The estimated effective tax rate is 0% as investment gains are exempt from tax owing to the Company's status as an Investment Trust and there is expected to be an excess of management expenses over taxable income.

 

4 Investments

					28 February		31 August		28 February
	Fully	AIM			2018		2017		2017
	Listed	quoted	Unquoted	NASDAQ	Total		Total		Total
	£'000	£'000	£'000	£'000	£'000		£'000		£'000
Opening book cost	-	3,500	1,287	166	4,953		4,933		4,933
Opening investment holding gains/(losses)	-	141	(737)	(144)	(740)		(1,008)		(1,008)
	-	3,641	550	22	4,213		3,925		3,925
Movements in the period:
Purchases at cost	72	314	100	-	486		535		444
Sales proceeds	-	(505)	(66)	-	(571)		(1,333)		(403)
Gains on sales	-	142	14	-	156		818		213
Movement in investment holding gains/(losses)	(6)	(489)	111	-	(384)		268		417
Closing valuation	66	3,103	709	22	3,900		4,213		4,596
Closing book cost	72	3,451	1,335	166	5,024		4,953		5,187
Closing investment holding losses	(6)	(348)	(626)	(144)	(1,124)		(740)		(591)
Closing valuation	66	3,103	709	22	3,900		4,213		4,596
Analysis of capital gains and losses
Realised gains on sales	-	142	14	-	156		818		213
Movement in fair value of investments	(6)	(489)	111	-	(384)		268		417
	(6)	(347)	125	-	(228)		1,086		630

      

Fair value hierarchy

 

In accordance with FRS 102 and FRS 104 the Company must disclose the fair value hierarchy of financial instruments.

 

The fair value hierarchy consists of the following three classifications:

Level 1 - Valued using quoted prices in active markets for identical assets or liabilities. This is usually the bid price.

Level 2 -  Valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 - Valued by reference to valuation techniques using inputs that are not based on observable market data.

Details of the Company's financial instruments are shown in the Portfolio Review including financial instruments which fall into Level 3 shown under the section heading "Unquoted".  A summary reconciliation of the fair value movements of Level 3 investments is shown in the table above.

Financial assets at fair value through profit or loss;

	Level 1	Level 2	Level 3	Total
	£'000	£'000	£'000	£'000
At 28 February 2018
Equity investments	3,191	-	709	3,900
Total	3,191	-	709	3,900
At 31 August 2017
Equity investments	3,663	-	550	4,213
Total	3,663	-	550	4,213
At 28 February 2017
Equity investments	3,195	-	1,401	4,596
Total	3,195	-	1,401	4,596

 

5 Short term loans

On 17 June 2016 the Company entered in to a £250,000 loan agreement with Jarvis Investment Management Limited. Interest was payable monthly in arrears at the rate of 4.5% above the Bank of England base rate.

The loan was repaid in full on 25 October 2017. As at the date of this report there are no borrowings outstanding.

 

6 Net asset value

The basic net asset value per Ordinary share is based on net assets of £4,413,000 (31 August 2017: £5,460,000; 28 February 2017: £4,776,000) and on 5,460,301 Ordinary shares (31 August 2017: 6,377,088; 28 February 2017: 6,377,088) being the number of Ordinary shares in issue at the period end. No shares are held in Treasury.

7 Related party transactions

Under the terms of the agreement dated 28 June 2001, the Company has appointed Chelverton Asset Management Limited to be the Investment Manager. Mr Horner, a Director of the Company, is also a director of Chelverton Asset Management Limited and chairman of CEPS PLC, in which the Company holds an investment as set out above. Mr Martin is the Chairman of Touchstar in which the Company holds an investment as set out above.

 

At 28 February 2018 there was £3,700 (31 August 2017: £4,800; 28 February 2017: £4,200) payable to the Investment Manager.

 

The three Directors also have individual holdings in Chelverton Asset Management Holdings, a company which has Mr Horner as a director and which the Company also has a direct holding. The Directors' holdings are detailed below.

	Loan stock held	Percentage of Loan stock held	Ordinary shares held	Percentage of Ordinary shares held
	£'000	%	£'000	%
K J Allen	-	-	1	1
D A Horner	1,000	93	56	56
I P Martin	-	-	2	2

Directors and Advisers
Directors	Auditors
Kevin Allen (Chairman)	Hazlewoods LLP
David Horner	Windsor House
Ian Martin	Bayshill Road
	Cheltenham
Investment Manager	GL50 3AT
Chelverton Asset Management Limited
11 Laura Place	Custodians
Bath	Jarvis Investment Management Limited
BA2 4BL	78 Mount Ephraim
Tel: [phone]	Royal Tunbridge Wells
	TN4 8BS
Secretary and Registered Office	Tel: [phone]
ISCA Administration Services Limited
Suite 8, Bridge House	Bankers
Courtenay Street	HSBC
Newton Abbot	46 Market Street
TQ12 2QS	Falmouth
Tel: [phone]	TR11 3AA
Email: [e-mail]
Registrar and Transfer Office
Share Registrars Limited
The Courtyard
17 West Street
Farnham
GU9 7DR
Tel: [phone]
www.shareregistrars.uk.com

Information about the Company can be obtained at the Investment Manager's website at www.chelvertonam.com.  Neither the contents of the manager's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website incorporated into, or forms part of this announcement.

An investment company as defined under Section 833 of the Companies Act 2006.

REGISTERED IN ENGLAND No 2989519

 

END

 

 

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