Half-yearly report

Elderstreet VCT plc Half-Yearly Report for the six months ended 30 June 2009 Recent performance summary 30 Jun 31 Dec 30 Jun 2009 2008 2008 pence pence pence Net asset value per Ordinary Share 70.2 72.8 88.5 Cumulative distributions paid per Ordinary Share 44.0 43.0 40.0 Total return per Ordinary Share 114.2 115.8 128.5 CHAIRMAN'S STATEMENT I am pleased to present the Half-Yearly Report for Elderstreet VCT plc for the six-month period ended 30 June 2009. Despite the difficult conditions, most companies within the investment portfolio have held up well. Net Asset Value At 30 June 2009, the Company's Net Asset Value ("NAV") per Ordinary Share stood at 70.2p, a decrease of 1.6p or 2.2% since 31 December 2008 (after adjusting for the dividend of 1p per share paid during the period). Ordinary Share issue The Company undertook a small top-up issue for the Ordinary Share pool during the period. 1,979,406 Ordinary Shares of 5p were issued at an average price of 74.7p per share. The total funds received under the offer were £1.5 million with issue costs thereon of £81,000. Venture capital investments There was relatively little investment activity during the period. The Company made one follow-on investment in Access Intelligence plc, being a £500,000 purchase of loan stock. Fords Packaging Systems Limited underwent a re-organisation during the period whereby a new holding company was put in place. In addition to a share-for-share exchange in respect of its existing investment, the Company also took the opportunity to invest a further £505,000 following the exit of a member of the management team. The Company undertook a small number of minor disposals, producing a small realised loss of £26,000 during the period. Of the investments held throughout the period, the largest movements in value were from those quoted on AIM. The share price of Access Intelligence plc doubled over the period producing an uplift in value of £460,000. Conversely, the share price of Snacktime plc fell by more than 25% over the period. However, since the period end the Snacktime share price has made a sharp recovery. The Board has reviewed the valuations of the unquoted investments at the period end and made three adjustments from the previous carrying values. Fords Packaging Systems has continued to perform well justifying an uplift of £105,000. Unfortunately Wecomm has struggled to make satisfactory progress and has required a further provision of £272,000 and Sift has performed poorly, requiring a further provision of £150,000. Total net unrealised losses arising on the investment portfolio for the period were £208,000. Listed fixed income securities The Company continues to hold a small portfolio of fixed interest investments which are managed by Smith & Williamson Investment Management Limited. During the period this portfolio produced unrealised losses of £53,000 and realised losses of £4,000. Results The loss on activities after taxation for the period was £334,000 (2008 return: £1,938,000), comprising a revenue return of £53,000 and a capital loss of £387,000. Dividend The Company will pay an interim dividend to of 2.0p per Ordinary share (comprising of 0.25p revenue and 1.75p capital). The dividend will be paid on 9 October 2009 to Shareholders on the register at 18 September 2009. Share buybacks Historically the Company has operated an ongoing share buyback policy to provide liquidity in the market for Shareholders wishing to dispose of their share. In my statement in the Annual Report, I reported that the Board had decided to temporarily suspend the share buyback policy, whilst it reviewed the Company's liquidity requirements. The Board always seeks to balance the interests of continuing and departing Shareholders and has decided to introduce a slightly modified system for share buybacks. In future, the Company will acquire its own shares in the market twice each year; once soon after the publication of the Half-Yearly Report and once soon after the publication of the Annual Report. At these times, the Board will agree the price at which such buybacks are undertaken. The Board will also agree a level of funds available for buybacks prior to buying in shares. The Board reserves the right to allocate company funds reserved for buybacks across Shareholders wishing to sell on a pro rata basis rather than a first order basis. This may result in Shareholders only being able to sell a proportion of their holding. The Board believes this to be an equitable policy to those Shareholders who wish to exit. Any implementation of the buyback policy will be at the Board's discretion and subject to the Company's liquidity and to stock market and other applicable regulations. The Board has agreed to make funds of up to £150,000 available for share buybacks following the release of these results. The Board will buy in shares at approximately a 15% discount to the latest published NAV and expects the next buyback to take place at the end of October. Shareholders who wish to sell their Shares should contact Downing Management Services Limited. Investment management and administration fees Shareholders will probably be aware that there was change to VAT regulations last year such that VCTs no longer suffer from VAT charged on investment management fees. This change has had an impact on the ability of the investment manager to recover input VAT on its costs. As a result, the Board has undertaken a review of both investment management and administration fees. The Board noted that the level of investment management fees charged to the Company has, in recent years, been lower than the typical market rate for "generalist" VCTs. The Board also recognises that it is important to have a properly resourced investment manager and believes it should pay a fair fee for the services the Company receives. The Board has agreed to increase the investment management fees to Elderstreet Investments Limited to 2% of net assets per annum. Previously these fees had been charged at the rate of 2% plus VAT less the administration fee charged by Downing Management Services Limited (£60,000 per annum). Following the conversion of the C Shares into Ordinary Shares last year, the Company now has just one class of shares. As a result, the Board has been able to negotiate a reduction to the administration fee to a level of £50,000 per annum plus VAT. Based on the current net asset value, the increase in the investment management fees is almost exactly offset by the savings in administration fees and VAT. This is the first significant change to the fee structure since the Company's launch in 1998. The Board considers this change to be a satisfactory development for Shareholders which ensures that the Company can expect to continue to receive a high quality level of investment management services. Risks and uncertainties Under the Disclosure and Transparency Directive, the Board is required in the Company's half-yearly results, to report on principal risks and uncertainties facing the Company over the remainder of the financial year. The Board has concluded that the key risks facing the Company over the remainder of the financial period are as follows: * investment risk associated with investing in small and immature businesses; * liquidity risk arising from investing mainly in unquoted businesses; and * failure to maintain approval as a VCT. In all cases the Board is satisfied with the Company's approach to these risks. As a VCT, the Company is forced to have significant exposure to relatively immature businesses. This risk is mitigated to some extent by holding a well-diversified portfolio. With a reasonably illiquid venture capital investment portfolio, the Board ensures that it maintains an appropriate proportion of its assets in cash and liquid instruments. The Company's compliance with the VCT regulations is continually monitored by the Administration Manager, who regularly reports to the Board on the current position. The Company also retains PricewaterhouseCoopers to provide regular reviews and advice in this area. The Board considers that this approach reduces the risk of a breach of the VCT regulations to a minimal level. Outlook The Company now has a significant proportion of value within a reasonably small number of investments, however these investments are well diversified across industrial sectors. This structure of portfolio lends itself to the "hands-on" investment management style typically employed by Elderstreet Investments Limited. The Board expects general economic conditions to remain difficult for some time, but is satisfied that the larger portfolio companies have, where needed, made appropriate adjustments, and should be well-positioned to take advantage of improving conditions when they arrive. David Brock Chairman UNAUDITED INCOME STATEMENT for the six months ended 30 June 2009 Six months ended 30 June 2009 Revenue Capital Total £'000 £'000 £'000 Income 186 - 186 (Losses)/gains on investments - - (26) (26) realised - unrealised (261) (261) 186 (287) (101) Investment management fees (33) (99) (132) Recoverable VAT - - - Other expenses (100) (1) (101) Return/(loss) on ordinary activities 53 (387) (334) before taxation Taxation - - - Return/(loss) attributable to equity 53 (387) (334) shareholders Basic and diluted return per Ordinary 0.1p (1.7p) (1.6p) Share Six months ended Year ended 30 June 2008 31 December 2008 Revenue Capital Total Total £'000 £'000 £'000 £'000 Income 469 - 469 861 (Losses)/gains on investments - 650 650 1,207 - realised - unrealised - 1,101 1,101 (2,445) 469 1,751 2,220 (377) Investment management fees (45) (136) (181) (362) Recoverable VAT - - - 100 Other expenses (99) (2) (101) (220) Return/(loss) on ordinary 325 1,613 1,938 (859) activities before taxation Taxation - - - - Return/(loss) attributable to 325 1,613 1,938 (859) equity shareholders Basic and diluted return per 1.5p 8.4p 9.9p (4.2p) Ordinary Share RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the six months ended 30 June 2009 30 Jun 30 Jun 31 Dec 2009 2008 2008 £'000 £'000 £'000 Opening shareholders' funds 15,698 17,968 17,968 Issue of shares 1,479 884 885 Share issue costs (81) (48) (49) Purchase of own shares - (314) (509) Total recognised (losses)/gains in the (334) 1,938 (859) period Distributions (234) (756) (1,738) Closing shareholders' funds 16,528 19,672 15,698 UNAUDITED SUMMARISED BALANCE SHEET as at 30 June 2009 As at As at As at 30 Jun 30 Jun 31 Dec 2009 2008 2008 Total Total Total £'000 £'000 £'000 Fixed assets Investments 15,302 17,934 15,174 Current assets Investments 5,110 5,110 5,110 Debtors 108 306 392 Cash at bank and in hand 1,291 1,635 348 6,509 7,051 5,850 Creditors: amounts falling due within (5,283) (5,313) (5,326) one year Net current assets 1,226 1,738 524 Net assets 16,528 19,672 15,698 Capital and reserves Called up share capital 1,178 1,116 1,079 Capital redemption reserve 157 144 157 Merger reserve 3,475 3,475 3,475 Share premium 4,341 3,018 3,042 Special reserve 3,652 4,157 3,461 Unrealised holding (losses)/gains (558) 2,745 124 Capital reserve - realised 4,011 4,690 4,141 Revenue reserve 272 327 219 Equity shareholders' funds 16,528 19,672 15,698 Net Asset Value per Ordinary Share: 70.2p 88.5p 72.8p UNAUDITED CASHFLOW STATEMENT for the six months ended 30 June 2009 Six Six months months Year ended ended ended 30 Jun 30 Jun 31 Dec 2009 2008 2008 Note £'000 £'000 £'000 Net cash inflow from operating activities and 1 187 153 211 returns on investments Capital expenditure Purchase of investments (2,266) (2,610) (3,827) Sale of investments 1,851 3,837 4,877 Net cash (outflow)/inflow from capital (415) 1,227 1,050 expenditure Acquisitions Cash acquired from subsidiary - 162 162 undertaking Net cash flow from acquisitions - 162 162 Equity dividends paid (257) (756) (1,738) Net cash (outflow)/inflow before (485) 786 (315) financing Financing Proceeds from share issue 1,479 884 885 Share issue costs (51) (103) (94) Purchase of own shares - (313) (509) Net cash inflow from financing 1,428 468 282 Increase/(decrease) in cash 2 943 1,254 (33) Notes to the cash flow statement: 1. Net cash inflow from operating activities and returns on investments Return on ordinary activities before (334) 1,938 (859) taxation Losses/(gains) on investments 287 (1,751) 1,238 Decrease/(increase) in other debtors 253 (30) (178) (Decrease)/increase in other creditors (19) (4) 10 Net cash inflow from operating activities and 187 153 211 returns on investments 2. Analysis of net funds Beginning of period 348 381 381 Net cash inflow/(outflow) 943 1,254 (33) End of period 1,291 1,635 348 SUMMARY OF INVESTMENT PORTFOLIO as at 30 June 2009 Unrealised gain/(loss) % of Cost Valuation in period portfolio £'000 £'000 £'000 by value Top ten venture capital investments Wessex Advanced Switching 60 2,673 - 16.1% Products Limited Snacktime plc * 1,725 1,551 (420) 9.3% Access Intelligence plc * 1,133 1,420 460 8.6% Fords Packaging Systems 1,047 1,152 105 6.9% Limited Lyalvale Express Limited 915 1,027 - 6.2% Baldwin & Francis Holdings 690 1,020 - 6.2% Limited Smart Education Limited 1,403 985 - 5.9% The Engine Group plc 600 726 - 4.4% Wecomm Limited 850 472 (273) 2.8% AngloINFO Limited 328 328 - 2.0% 8,751 11,354 (128) 68.4% Other venture capital 5,922 1,704 (80) 10.3% investments Listed fixed income 2,236 2,244 (53) 13.5% securities Subtotal 16,909 15,302 (261) 92.2% Cash at bank and in hand 1,291 7.8% Total investments 16,593 100.0% All venture capital investments are unquoted unless otherwise stated. * Quoted on AIM SUMMARY OF INVESTMENT MOVEMENTS for the six months ended 30 June 2009 Additions £'000 Venture capital investments Access Intelligence plc 500 Ford Packaging Systems Limited 1,047 1,547 Listed fixed income securities Treasury 3¿ % Stock 7/12/2011 719 2,266 Disposals Market Gain/ Total value at (loss) realised 1 January Disposal against gain/ Cost 2009 proceeds cost (loss) £'000 £'000 £'000 £'000 £'000 Full disposals Alterian plc 125 57 49 (76) (8) Ford Packaging Systems 1998 Limited 83 542 542 459 - Partial disposals Mears Group plc 66 73 59 (7) (14) Fixed interest securities Nucleus Cash Trust 246 243 244 (2) 1 Treasury 4% Stock 2009 936 962 957 21 (5) 1,456 1,877 1,851 395 (26) NOTES TO THE UNAUDITED FINANCIAL STATEMENTS 1. The unaudited half yearly financial results cover the six months to 30 June 2009 and have been prepared in accordance with the accounting policies set out in the statutory accounts for the year ended 31 December 2008 which were prepared under UK Generally Accepted Accounting Practice ("UK GAAP") and in accordance with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" revised January 2009 ("SORP"). 2. All revenue and capital items in the Income Statement derive from continuing operations. 3. The Company has only one class of business and derives its income from investments made in shares, securities and bank deposits. 4. The comparative figures are in respect of the six months ended 30 June 2008 and the year ended 31 December 2008 respectively. 5. Basic and diluted NAV per share for the period has been calculated on 23,549,887 shares, being the number of shares in issue at the period end. 6. Basic and diluted return per share for the period has been calculated on 23,037,846 shares, being the weighted average number of shares in issue during the period. 7. Distributions 30 Jun 2009 31 Dec 2008 Per share Revenue Capital Total Total pence £'000 £'000 £'000 £'000 Paid in the period 2007 Final Ordinary Share 3.5 - - - 734 dividend 2007 Final 'C' Share dividend 1.0 - - - 23 2008 Interim Ordinary Share 3.0 - - - 624 dividend 2008 Interim 'C' Share 24.0 - - - 357 dividend 2008 Final Ordinary Share 1.0 - 234 234 - dividend - 234 234 1,738 8. Capital and Reserves Capital Investment Capital Redemption Merger Share Special Holding Reserve Revenue Reserve Reserve Premium Reserve Gains/ - Reserve (Losses) Realised £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 1 January 157 3,475 3,042 3,461 124 4,141 219 2009 Issue of new - - 1,380 - - - - shares Share issue - - (81) - - - - costs Expenses - - - - - (100) - capitalised Losses on - - - - (261) (26) - investments Transfer - - - 191 (421) 230 - between reserves Retained net revenue - - - - - - 53 for the period Distributions - - - - (234) - paid in period At 30 June 157 3,475 4,341 3,652 (558) 4,011 272 2009 Distributable reserves comprise the Special Reserve, Capital Reserve - Realised and the Revenue Reserve. Additionally £987,000 of the Merger Reserve is considered to be distributable together with net losses within the Investment Holding Gains Reserve of £4,891,000. Reserves available for distribution at the period end therefore amounted to £4,031,000. 9. The Directors confirm that, to the best of their knowledge, the half-yearly financial statements have been prepared in accordance with the "Statement: Half-Yearly Financial Reports" issued by the UK Accounting Standards Board and the half-yearly financial report includes a fair review of the information required by: * DTR 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 * DTR 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 entity during that period, and any changes in the related party transactions described in the last annual report that could do so. 10. The unaudited financial statements set out herein do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985 and have not been delivered to the Registrar of Companies. The figures for the year ended 31 December 2008 have been extracted from the financial statements for that year, which have been delivered to the Registrar of Companies; the auditors' report on those financial statements was unqualified. 11. Copies of the unaudited half-yearly results will be sent to Shareholders shortly. Further copies can be obtained from the Company's Registered Office. ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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