Final Results

Close Brothers Aim Vct PLC 27 May 2005 CLOSE BROTHERS AIM VCT PLC PRELIMINARY RESULTS 26 May 2005 Close Brothers AIM VCT PLC ('the Company'), which invests in companies listed on the Alternative Investment Market, across a variety of sectors, today announces preliminary results for the year ended 28 February 2005. The announcement has been approved by the Board of Directors on 26 May 2005. Financial Highlights: Ordinary Shares 'D' Shares Year to Year to 28 February 2005 28 February 2005 Total(loss)/return per share (pence) (5.58) 21.95 Net dividend per share (pence) 0.70 0.75 Net asset value per share (pence) 83.64 110.41 Net assets (£ million) 27.32 5.13 Shareholder value per share launch (per £1 paid per share excluding tax benefits): Ordinary Shares 'D' Shares Pence per share Pence per share Gross dividend for the period to 28 February 1999 3.75 0.00 Net dividend for the year to 29 February 2000 12.25 0.00 Net dividend for the year to 28 February 2001 32.25 0.00 Net dividend for the year to 28 February 2002 4.00 0.00 Net dividend for the year to 28 February 2003 0.50 0.00 Net dividend for the year to 29 February 2003 0.25 0.00 Net dividend for the year to 28 February 2005 0.70 0.75 ------------------------------------ 53.70 0.75 83.64 110.41 ------------------------------------ Total return 137.34 111.16 ==================================== Notes •The Ordinary Shares were first listed on 17 March 1998 •Dividends paid before 5 April 1999 were paid to qualifying shareholders inclusive of the associated tax credit •The 'D' Shares were first listed on 17 March 2004 •The 'C' Shares were converted into Ordinary Shares on 31 May 2004, in accordance with the conversion factor of 1.0765 Ordinary Shares for each 'C' Share •Prior to conversion 'C' Shareholders received total dividends of 4.75 pence per share •Throughout these financial statements any reference to Ordinary Shares constitutes the sum of the Ordinary Shares and 'C' Shares as per the financial statements for the prior year •New 'D' Shares issued between 6 January 2005 and 8 April 2005, as per the offer document will not rank for the final dividend •All dividends paid by the Company are free of income tax. It is an Inland Revenue requirement that dividend vouchers indicate the tax element should dividends have been subject to income tax. Investors should ignore this figure on their dividend voucher and need not disclose any income they receive from a VCT on their tax return •The net asset value of the Company is not its share price as quoted on the official list of the London Stock Exchange. The share price of the Company can be found in the Investment Companies section of the Financial Times on a daily basis. Investors are reminded that it is common for shares in VCTs to trade at a discount to their net asset value, primarily as a result of the initial tax relief's which are non-transferable For further information, please contact: Andrew Buchanan / Patrick Reeve Clemmie Carr Close Investment Limited Tavistock Communications Tel: 020 7655 3100 Tel: 020 7920 3150 Notes: 1) Close Brothers AIM VCT PLC is managed by Close Investment Limited. 2) Close Investment Limited is authorised and regulated by the Financial Services Authority and is a subsidiary of Close Brothers Asset Management Limited. 3) The financial information set out in this announcement does not constitute the Company's statutory accounts for the years ended 28 February 2005 or 29 February 2004, but is derived from those accounts. Statutory accounts for 2004 have been delivered to the Registrar of Companies and those for 2005 will be delivered shortly. The auditors have reported on these accounts, their report was unqualified and did not contain statements under s237(2) or (3) Companies Act 1985. 4) This announcement has been prepared on the basis of the accounting policies as stated in the previous year's financial statements and there have been no changes during the year. CHAIRMAN'S STATEMENT As shareholders will be aware, much activity has taken place in the period under review. The initial issue of 'D' shares in April 2004 under the old tax rules raised £3.34m, and this was subsequently followed by a new offer under the new tax rules which raised a further £15m before its final closing on 1 April this year. The Ordinary and 'C' shares merged on 31 May 2004 prior to raising £4.1m of new capital in two top up offers. I should like to take this opportunity to welcome the new Ordinary and 'D' shareholders in the Company, and to thank them for their support in the recent fundraisings. As announced in the Interim Report in October 2004 Ordinary shareholders were invited to tender up to 10% of their shareholding to enable those shareholders who wished to realise their investment to do so at a discount of only 4% to the net asset value. In the event your Company repurchased approximately 8.4% of the Ordinary share capital at a price of 76.35p per share. The objective of the tender offer was to give those shareholders who no longer had tax reasons for holding all or part of those shares the chance to exit at a narrow discount. The Board felt this was particularly appropriate since capital dividends might not be immediately achievable. The Board intend to consider further tender offers in the future. All of this has resulted in a current fund size in excess of £44m following the allotment in April 2005, with two separate classes of shares representing the Ordinary and 'D' share portfolios. Shareholders will have received the first edition of the Manager's quarterly newsletter in the Spring of this year. The intention is to keep shareholders regularly informed about developments in the fund and the market generally. I hope this will prove to be of interest to you. Market Background and Performance Ordinary Share Portfolio After a first half fall in the Net Asset Value (NAV) per share of the Ordinary portfolio against the background of a more difficult AIM market, the fund recovered by 8.3% in the six months to the end of February 2005 to a NAV per share of 83.64p. Nevertheless the overall performance resulting in a decline in the year of 7.2% in NAV (excluding tax free dividends of 0.7 pence per share) was disappointing. This was not nearly as good as the performance of the AIM Index. In the period this was largely driven by the rise in resource stocks, which do not qualify for VCT status. Although the AIM Index is the only benchmark currently available, it is not an ideal comparison. 'D' Share Portfolio The 'D' share portfolio benefited from holding higher cash balances when share prices were weak at the beginning of the period, and then made some new investments at a time when valuations were attractive. This resulted in the NAV per share ending the year at 110.41p, up 16.2%. Dividends Ordinary Shares An interim dividend of 0.25p per Ordinary Share was declared in August 2004. The Board is recommending a final dividend of 0.45p per ordinary share payable on 29 June 2005 to shareholders on the register on 10 June 2005, which makes a total revenue distribution for the year of 0.70p per Ordinary Share (2004: 0.25p). Your Board is currently in consultation with the Inland Revenue to establish whether or not the Company can pay capital dividends when it has net realised losses without losing VCT status. Many other VCTs have declared capital dividends out of realised gains although they have net realised losses and have not lost VCT status. In the absence of a definitive ruling by the Inland Revenue the Board has taken the view that the Company is not in a position to pay a capital dividend in respect of the Ordinary Shares without jeopardising its VCT status until such time as net realised losses have been eliminated. 'D' Shares The Board is proposing a revenue dividend of 0.25p per 'D' share payable on 29 June 2005 but only to those holders of 'D' shares which were issued in 2004 in accordance with the terms of the 'D' Share prospectus of January 2004. Cancellation of Shares and Management of the Discount Your Board believes that it is in the interest of all shareholders for it to manage the discount to NAV at which the shares trade. During the year under review your Board exercised its power to buy in for cancellation 3,530,973 Ordinary shares as well as 170,000 'C' shares prior to conversion. It also bought in 75,000 'D' shares for cancellation. The Company now announces the net asset value for each class of share on a weekly basis instead of on a monthly basis. This improves the Company's ability to deal in what would have been formerly classed as a close period and should further improve the liquidity of the shares. I would like to re-iterate that shareholders wishing to sell should first contact the Investment Manager in the interests of achieving a reasonable price. Outlook The Ordinary and 'D' share portfolios both have money to invest, and the pipeline of new issues is still strong. A slight cooling in the new issue market is not seen as a concern as it is likely to give the Manager the chance to make investments at attractive valuations. The 'D' shares benefited from just such a market in 2004 with the result that the NAV has already risen above the original issue price and some early capital profits have been realised. Michael Reeve Chairman 26 May 2005 DETAILS OF THE PORTFOLIO OF INVESTMENTS The following are the details of qualifying equity investments at 28 February 2005, ranked by percentage of voting equity owned by the Company. Company and Description Market Value Book Cost Holding Voting at 28 February 2005 £'000 (shares) equity £'000 owned Ordinary 'D' Ordinary 'D' Ordinary 'D' Shares Shares Shares Shares Shares Shares -------------------------------------------------------------------------------------------------------------------- Transport Systems. Supplier of traffic management systems. 223 - 300 - 1,940,000 - 10.4% Conder Environmental. Manuafacturer of oil spill recovery and pollution control equipment, sewage treatment and underground storage tanks. 286 - 635 - 3,175,000 - 8.5% Clerkenwell Ventures. Investing company formed to acquire businesses in the leisure sector. 348 87 295 74 4,214,285 1,053,572 7.6% Playgolf. Owner and operator of golfing facilities. 365 122 450 150 2,700,000 900,000 7.5% Petards. Design and provide electronic security products and systems. 450 150 300 100 30,000,000 10,000,000 6.4% Stagecoach Theatre Arts. Operator of part-time performing arts schools for youngsters. 389 - 579 - 622,587 - 6.3% Pilat Media Global. Software provider for the global multi-channel broadcasting market. 1,138 78 555 105 2,775,000 190,561 5.9% Bank Restaurant Group. Restaurant chain operator. 70 - 750 - 3,750,000 - 5.2% Lloyds British Testing. Engineering and support services to various industries. 227 - 332 - 1,620,759 - 5.1% Adval. Design and delivery of bespoke training courses for human resources development for major corporations. 43 - 918 - 1,721,605 - 5.0% Capcon. Provider of audit, stock taking and commercial investigation services. 188 - 400 - 500,000 - 4.9% Maelor. Developer of off-patent medicines and medical devices. 236 - 528 - 1,658,637 - 4.9% Vianet. Provider of remote monitoring devices for the vending machine industry. 294 - 656 - 5,599,667 - 4.4% Independent Media Support Group. Supplier of media access services. 416 126 493 150 858,090 260,000 4.3% Company and Description Market Value Book Cost Holding Voting at 28 February 2005 £'000 (shares) equity £'000 owned Ordinary 'D' Ordinary 'D' Ordinary 'D' Shares Shares Shares Shares Shares Shares ------------------------------------------------------------------------------------------------------------------- AIT Group. Provider of CRM software for the financial services sector. 735 - 900 - 1,885,715 - 3.6% Bright Futures Group. Provider of aids for the elderly and disabled. - 92 - 100 - 1,666,667 3.5% Focus Solutions Group. Provider of software solutions and e-commerce tools to the financial services industry. 286 - 237 - 969,170 - 3.4% Clarity Commerce Solutions. Supplier of electronic point of sale software and membership software solutions to the leisure sector 342 - 386 - 514,522 - 3.2% Protec. Development and installation of electronic security and information systems. 374 - 344 - 4,669,101 - 3.0% Win. Provider of service that enables business customers to send and receive text messages to and from a large number of users. 578 170 440 129 218,000 64,000 3.0% Clipper Ventures. Owners and organisers of the Clipper and Around Alone round the world yacht races. 156 - 335 - 725,098 - 2.8% Hartest. Manufacturer and distributor of specialist instruments and medical equipment. 74 - 298 - 3,719,576 - 2.7% Bond International. Provider of business software and support solutions to the recruitment amd human resources industry. 736 - 269 - 672,500 - 2.7% Cello Group. Marketing services group. 643 252 510 200 510,000 200,000 2.6% Hartford. London based restaurant and bar operator. 134 - 325 - 12,187,500 - 2.3% Advanced Medical Solutions Group. Developer and manufacturer of woundcare products. 322 - 267 - 3,144,161 - 2.2% Imprint Search & Selection. Provider of recruitment and HR outplacement services. 772 281 550 200 392,857 142,857 2.2% Zenith Hygiene. Manufacturer and supplier of cleaning, hygiene and non-food ancillary products to the food services and hospitality markets. 285 114 222 89 222,000 89,000 2.1% Company and Description Market Value Book Cost Holding Voting at 28 February 2005 £'000 (shares) equity £'000 owned Ordinary 'D' Ordinary 'D' Ordinary 'D' Shares Shares Shares Shares Shares Shares ---------------------------------------------------------------------------------------------------------------- Inter Link Foods. Manufacturer of own label cakes for supermarket groups. 1,532 - 454 - 225,607 - 2.0% The Clapham House Group. Acquires and develops restaurants across the UK. 611 - 453 - 371,723 - 1.8% PM Group. Design, manufacture and service of weighing systems for the haulage and waste management industries. 528 - 240 - 240,000 - 1.8% Adventis. Multi media marketing and advertising agency. - 206 - 165 - 578,947 1.8% Colliers CRE (formerly Fitzhardinge). Provider of real estate solutions to the UK and international property sectors. 933 - 675 - 586,957 - 1.8% Deltex Medical Group. Developer of non invasive heart monitoring devices. 260 - 246 - 1,224,264 - 1.7% Honeycombe. Managed pub operator in North West England. 263 - 293 - 532,000 - 1.7% Landround. Organiser of travel promotions and incentives for corporate clients. 340 - 205 - 100,000 - 1.7% Avionic Services. Systems and consultancy services to the airport and aviation sector. 42 - 350 - 1,666,667 - 1.5% Tanfield. Engineering. 59 184 788 150 477,756 1,500,000 1.5% Media Square. Provider of end to end e-business solutions. 567 243 340 146 1,890,634 810,272 1.4% Tepnel Life Science. Developer of automated DNA technologies. 186 - 573 - 2,865,107 - 1.4% Tandem. Manufacturer and distributor of bicycles, golfing equipment and snooker tables. 102 - 225 - 450,000 - 1.2% Blooms of Bressingham. Operator of garden centres. 171 - 416 - 367,582 - 1.2% Inventive Leisure. Bar and nightclub operator. 232 - 261 - 275,000 - 1.2% Immedia Broadcasting. Designer and operator of in-store radio stations in the UK. 70 - 148 - 134,091 - 1.1% Company and Description Market Value Book Cost Holding Voting at 28 February 2005 £'000 (shares) equity £'000 owned Ordinary 'D' Ordinary 'D' Ordinary 'D' Shares Shares Shares Shares Shares Shares ------------------------------------------------------------------------------------------------------------------ Huveaux. Parliamentary and educational publishing group. 475 - 286 - 1,145,000 - 1.1% Metnor Group. Hot dip galvaniser of steel products and engineering services. 357 - 161 - 160,365 - 1.0% Careforce Group. Provider of domicilliary care services to UK local authorities. - 179 - 130 - 122,642 0.9% Armour Group. Producer of smart leads and assemblies for in-car and home entertainment. 329 - 200 - 444,444 - 0.8% MacLellan. Facilities management. 486 - 259 - 680,263 - 0.7% Andor Technology. Developer and manufacturer of high performance digital cameras for the imaging and spectroscopy industry. 138 69 99 49 110,000 55,000 0.6% Computer Software Group. Provider of software solutions for sports events and venue management. - 177 - 150 - 283,019 0.6% Straight. Supplier of container solutions for local authorities and waste management companies. - 148 - 91 - 70,000 0.6% Innovision Research & Technology. Creator of electronic applications for blue chip clients. 262 105 170 68 188,889 76,111 0.6% Pipex. Provider of telecommunications services. 1,019 - 733 - 12,351,947 - 0.6% Mears. Building maintenance contractor to local authorities, the MOD and the private sector. 768 - 41 - 314,062 - 0.5% XN Checkout Holdings. Supplier of electronic point of sale systems, software and services. 214 95 140 62 90,500 40,250 0.5% Fountains. Forestry activities, utility services and landscaping. - 89 - 75 - 60,000 0.4% NMT Group. Developer and manufacturer of safety solutions. 17 - 350 - 23,333 - 0.3% Systems Union. Provision of accounting software internationally. 39 - 46 - 35,471 - 0.0% ----------------------------------------------------------------------------------------------------------------- Total qualifying equity investments at 28 February 2005 20,110 2,967 20,426 2,383 ----------------------------------------------------------------------------------------------------------------- Statement of total return for the year ended 28 February 2005 Ordinary Shares 'D' Shares Total Monday, February 28, 2005 Monday, February 28, 2005 Monday, February 28, 2005 Revenue Capital Total Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 ---------------------------------------------------------------------------------------------------------------- (Losses)/gains on investments - (1,492) (1,492) - 773 773 - (719) (719) Investment income 483 - 483 77 - 77 560 - 560 Investment management fee (157) (472) (629) (20) (60) (80) (177) (532) (709) Other expenses (171) - (171) (21) - (21) (192) - (192) ---------------------------------------------------------------------------------------------------------------- Return/(loss) on ordinary activities before tax 155 (1,964) (1,809) 36 713 749 191 (1,251) (1,060) Tax on ordinary activities - - - - - - - - - ---------------------------------------------------------------------------------------------------------------- Return/(loss) attributable to equity shareholders 155 (1,964) (1,809) 36 713 749 191 (1,251) (1,060) Equity dividends (237) - (237) (25) - (25) (262) - (262) ---------------------------------------------------------------------------------------------------------------- Transfer (from)/to reserves (82) (1,964) (2,046) 11 713 724 (71) (1,251) (1,322) ================================================================================================================ Return/(loss) per share (pence) Basic 0.48 (6.05) (5.38) 1.05 20.89 21.95 Diluted 0.43 (5.47) (5.04) 0.70 13.95 14.65 ---------------------------------------------------------------------------------------------------------------- Statement of total return for the year ended 29 February 2004 Ordinary Shares 'D' Shares Total Sunday, February 29, 2004 Sunday, February 29, 2004 Sunday, February 29, 2004 Revenue Capital Total Revenue Capital Total Revenue Capital Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 ----------------------------------------------------------------------------------------------------------- Gains on investments - 9,023 9,023 - - - - 9,023 9,023 Investment income 436 - 436 - - - 436 - 436 Investment management fee (144) (434) (578) - - - (144) (434) (578) Other expenses (139) - (139) - - - (139) - (139) ----------------------------------------------------------------------------------------------------------- Return on ordinary activities before tax 153 8,589 8,742 - - - 153 8,589 8,742 Tax on ordinary activities (14) 14 - - - - (14) 14 - ----------------------------------------------------------------------------------------------------------- Return attributable to equity shareholders 139 8,603 8,742 - - - 139 8,603 8,742 Equity dividends (124) - (124) - - - (124) - (124) ----------------------------------------------------------------------------------------------------------- Transfer to reserves 15 8,603 8,618 - - - 15 8,603 8,618 =========================================================================================================== Return per share (pence) Basic 0.5 28.8 29.3 - - - Diluted 0.4 26.2 26.6 - - - Close Brothers AIM VCT PLC Balance Sheet as at 28 February 2005 Ordinary Shares 'D' Shares Total 28 February 28 February 28 February 2005 2005 2005 £'000 £'000 £'000 ------------------------------------------------------------------------------------------------ Fixed asset investments Qualifying investments 20,796 2,965 23,761 Non-qualifying investments 6,391 2,001 8,392 ------------------------------------------------------------------------------------------------ Total fixed asset investments 27,187 4,966 32,153 Current assets Debtors 193 110 303 Cash at bank 220 119 339 ------------------------------------------------------------------------------------------------ 413 229 642 Creditors: amounts falling due within one year (283) (63) (346) ------------------------------------------------------------------------------------------------ Net current assets 130 166 296 ------------------------------------------------------------------------------------------------ Total assets 27,317 5,132 32,449 ================================================================================================ Capital and reserves Called up share capital 16,330 2,324 18,654 Share premium 1,449 2,046 3,495 Special reserve 9,691 - 9,691 Capital redemption reserve 2,001 38 2,039 Realised capital reserve (1,220) 130 (1,090) Unrealised capital reserve (945) 583 (362) Revenue reserve 11 11 22 ----------------------------------------------- Total equity shareholders' funds 27,317 5,132 32,449 =============================================== Net asset value per share (pence) 83.64 110.41 86.98 ----------------------------------------------- Close Brothers AIM VCT PLC Balance Sheet as at 29 February 2004 Ordinary Shares 'D' Shares Total 29 February 29 February 29 February 2004 2004 2004 £'000 £'000 £'000 Fixed asset investments Qualifying investments 21,886 - 21,886 Non-qualifying investments 4,505 - 4,505 ------------------------------------------------------------------------------------------------ Total fixed asset investments 26,391 - 26,391 Current assets Debtors 539 - 539 Cash at bank 1,572 - 1,572 ------------------------------------------------------------------------------------------------ 2,111 - 2,111 Creditors: amounts falling due within one year (246) - (246) ------------------------------------------------------------------------------------------------ Net current assets 1,865 - 1,865 ------------------------------------------------------------------------------------------------ Total assets 28,256 - 28,256 ================================================================================================ Capital and reserves Called up share capital 14,898 - 14,898 Share premium - - - Special reserve 13,308 - 13,308 Capital redemption reserve 157 - 157 Realised capital reserve (1,555) - (1,555) Unrealised capital reserve 1,355 - 1,355 Revenue reserve 93 - 93 ------------------------------------------------------------------------------------------------ Total equity shareholders' funds 28,256 - 28,256 ================================================================================================ Net asset value per share (pence) 94.83 - 94.83 ------------------------------------------------------------------------------------------------ Close Brothers AIM VCT PLC Cash Flow Statement for the year ended 28 February 2005 Ordinary Shares 'D' Shares Total Year to Year to Year to 28 February 28 February 28 February 2005 2005 2005 £'000 £'000 £'000 ---------------------------------------------------------------------------------------------- Operating activities Dividend income received 160 1 161 Investment income received 171 (16) 155 Deposit income received 101 54 155 Other income received 2 - 2 Investment management fees paid (642) (68) (710) Other cash payments (193) (19) (212) ---------------------------------------------------------------------------------------------- Net cash outflow from operating activities (401) (48) (449) Taxation UK corporation tax paid - - - Capital expenditure and financial investment Purchase of qualifying investments (5,088) (1,999) (7,087) Purchase of non-qualifying investments (3,199) (2,756) (5,955) Disposals of qualifying investments 4,841 493 5,334 Disposals of non-qualifying investments 1,501 - 1,501 ---------------------------------------------------------------------------------------------- Net cash outflow from investing activities (1,945) (4,262) (6,207) Equity dividends paid Revenue dividends paid on ordinary shares (214) (17) (231) Capital dividends paid on ordinary shares - - - ---------------------------------------------------------------------------------------------- Net cash outflow before financing (2,560) (4,327) (6,887) Financing Issue of equity net of expenses 1,700 4,512 6,212 Cancellation of shares (492) (66) (558) Net cash inflow from financing 1,208 4,446 5,654 ---------------------------------------------------------------------------------------------- (Decrease)/increase in cash in the year (1,352) 119 (1,233) ============================================================================================== Close Brothers AIM VCT PLC Cash Flow Statement for the year ended 29 February 2004 Ordinary Shares 'D' Shares Total Year to Year to Year to 29 February 29 February 29 February 2004 2004 2004 £'000 £'000 £'000 ---------------------------------------------------------------------------------------------- Operating activities Dividend income received 156 - 156 Investment income received 205 - 205 Deposit income received 75 - 75 Other income received 5 - 5 Investment management fees paid (558) - (558) Other cash payments (164) - (164) ---------------------------------------------------------------------------------------------- Net cash outflow from operating activities (281) - (281) Taxation UK corporation tax paid - - - Capital expenditure and financial investment Purchase of qualifying investments (2,799) - (2,799) Purchase of non-qualifying investments (1) - (1) Disposals of qualifying investments 672 - 672 Disposals of non-qualifying investments 2,496 - 2,496 ---------------------------------------------------------------------------------------------- Net cash inflow from investing activities 368 - 368 Equity dividends paid Revenue dividends paid on ordinary shares (151) - (151) Capital dividends paid on ordinary shares - - - ---------------------------------------------------------------------------------------------- Net cash outflow before financing (64) - (64) Financing Issue of equity net of expenses - - - Cancellation of shares (104) - (104) ---------------------------------------------------------------------------------------------- Net cash outflow from financing (104) - (104) ---------------------------------------------------------------------------------------------- Decrease in cash in the year (168) - (168) ============================================================================================== This information is provided by RNS The company news service from the London Stock Exchange

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