Annual Financial Report

12 NOVEMBER 2010 NORTHERN VENTURE TRUST PLC RESULTS FOR THE YEAR ENDED 30 SEPTEMBER 2010 Northern Venture Trust PLC is a Venture Capital Trust (VCT) managed by NVM Private Equity Limited.  The trust was one of the first VCTs launched on the London Stock Exchange in 1995.  It invests mainly in unquoted venture capital holdings and aims to provide high long-term tax-free returns to shareholders through a combination of dividend yield and capital growth. Financial highlights: (with comparative figures as at 30 September 2009) ORDINARY SHARES 2010 2009 - Net assets* £50.4m £32.6m - Net asset value per share 85.2p 80.3p - Return per share:   Revenue 1.2p 3.3p   Capital 6.8p 9.4p   Total 8.0p 12.7p - Dividend per share declared   in respect of the year:   Revenue 1.0p 2.5p   Capital 6.5p 5.0p   Total 7.5p 7.5p - Cumulative return to shareholders   since launch:   Net asset value per share 85.2p 80.3p   Dividends paid per share 89.0p 86.0p   Net asset value plus dividends   paid per share 174.2p 166.3p - Share price at end of year 72.5p 56.25p *On 29 October 2009 19,009,157 new ordinary shares were issued at a deemed value of 80.3p per share on conversion of the company's C share capital.  The net assets attributable to the C share capital at 30 September 2009 were £15.3 million. For further information, please contact: NVM Private Equity Limited Alastair Conn/Christopher Mellor 0191 244 6000 Website: www.nvm.co.uk CHAIRMAN'S STATEMENT Against a background of continuing difficulties in the UK economy and financial markets, Northern Venture Trust has continued to build on its strong long-term performance record.  The proposed final dividend payable in December 2010 will take the company's cumulative dividend distributions to over £36 million, an average annual payment of 6.1p per share over a 15 year period, and the tender offer announced recently will return up to a further £4.6 million to shareholders at a narrow discount to net asset value (NAV).  I am glad to report that our company's achievements were recognised publicly in July 2010 when it was named as Best Venture Capital Trust in the What Investment Investment Trust of the Year Awards. Results and dividend The NAV per ordinary share at 30 September 2010 was 85.2p, compared with 80.3p a year earlier.  Our key performance indicator in terms of value created for shareholders is the return per share as shown in the income statement, which this year was 8.0p per share - equivalent to 10.0% of the opening net asset value.  This is a creditable outcome in a period which has presented many challenges to the smaller private companies which represent a large proportion of our assets. An interim dividend of 3.0p per share for the year ended 30 September 2010 was paid in June 2010 and in the light of the results for the year we are pleased to recommend a final dividend of 4.5p, making a total of 7.5p (the same level as in the two preceding years).  The total ordinary dividends declared by the company in the 15 years since launch amount to 93.5p per share.  Looking to the future, it remains your board's objective to maintain an annual dividend payment of at least 6.0p per ordinary share. Investment portfolio The business review in the annual report gives details of movements in the investment portfolio during the year.  The highlight was the sale in June 2010 of our investment in Weldex (International) Offshore, the largest UK-based crawler crane hire company, for a total of £7.1 million.  Weldex is well placed to continue its recent rapid growth and the opportunity was taken to re-invest £3.3 million of the sale proceeds in a new Weldex group holding company funded primarily by another venture capital firm.  Other additions to the unquoted portfolio totalled £7.3 million, reflecting an improvement in the flow of new opportunities compared with the preceding year.  Despite the generally difficult conditions, many of the companies in the portfolio have continued to make encouraging progress.  However we believe that in the short term there are likely to be only limited opportunities to achieve further exits. Shareholder issues In October 2009 the C shares issued by the company in the 2005/06 tax year were converted into new ordinary shares, with a total of 19,009,157 new ordinary shares being issued on conversion.  The issued share capital at 30 September 2010 comprised 59,139,418 ordinary shares. We are pleased that the secondary market in the company's shares has become increasingly active, reflecting the attractions of a strong tax-free dividend yield in an era of low interest rates and the new 50% top rate of income tax. In August 2010 we announced that the company would buy back its shares in the market at a discount of 15% to the latest published NAV, subject to market conditions.  We will however continue our efforts to communicate the attractions of the secondary market in the hope that the company will not be called on to buy back significant numbers of shares.  The quoted share price has continued to recover from the low point reached in late 2008 and at 30 September 2010 stood at 72.5p. As a further aid to shareholder liquidity your board has recently announced a tender offer by the company to acquire up to 10% of the issued ordinary share capital at a 3% discount to the audited NAV as at 30 September 2010, adjusted to reflect the impending final dividend.  If fully taken up this initiative, which follows a similar exercise in 2005, will result in the return of approximately £4.6 million of capital to shareholders. Your board has also announced a public offer of new ordinary shares, opening in November 2010, with a target of raising up to £15 million.  Shareholders who re- invest their proceeds from the tender offer in new shares should be eligible for the 30% initial income tax relief on the amount invested as well as the ongoing tax-free dividends. VCT qualifying status The company has maintained its approved venture capital trust status with HM Revenue & Customs.  The company's compliance with the VCT qualifying conditions is closely monitored by the board, who receive regular reports from our managers and from our VCT taxation advisers, PricewaterhouseCoopers LLP. Corporate governance The board's statement on corporate governance matters is set out in the annual report.  The company continues to comply with the provisions of the Association of Investment Companies Code of Corporate Governance, and the directors undertake an annual review of the role and effectiveness of the board, its committees and individual directors measured against the recommendations of the Code.  The board's remit includes approving all investment and divestment decisions and during the year we met eight times in person and 15 times by conference call. Board of directors Primrose Scott, one of the founding directors of the company, has indicated her intention to retire from the board at the close of the annual general meeting in December 2010.  We have enjoyed working with Primrose and I would like to thank her for her valuable contribution to our company, most recently as chairman of the audit committee.  We wish her a long and happy retirement. Annual general meeting and shareholder presentation The annual general meeting will take place in Edinburgh on 16 December 2010 and will include a presentation by our managers.  Details of the formal business to be transacted at the meeting are contained in a separate circular which is being sent to shareholders with the annual report.  Your directors look forward to seeing as many shareholders as possible at the meeting.  Shareholders should have received an invitation to a seminar for all investors in VCTs managed by NVM Private Equity, to be held in London on 26 November 2010, and we hope to meet some of you on that occasion also. Outlook Our company has a strong balance sheet which should be further enhanced by the forthcoming share issue.  Conditions in the UK economy continue to be challenging, but the Government appears determined to address the public sector deficit and encourage business enterprise, and in the medium to longer term this should have a positive impact on our existing investments and the flow of new opportunities.  We believe that the results of the past two years demonstrate what can be achieved, even in a difficult market, by careful selection and close monitoring of investments.  The importance of taking a long-term view has also been reinforced.  We intend to continue following our well-established investment approach and believe that this should continue to deliver good performance for our shareholders. John Hustler Chairman The audited financial statements for the year ended 30 September 2010 are set out below. INCOME STATEMENT for the year ended 30 September 2010     Ordinary shares     -------------------------------------------------         Revenue  Capital  Total £000  £000  £000 Gain on disposal of     -  3,119  3,119 investments Movements in fair value of     -  1,493  1,493 investments         ----------  ----------  ----------         -  4,612  4,612 Income       1,350  -  1,350 Investment management       (244) (733) (977) fee Recoverable VAT       - -  - Other expenses       (326) -  (326)         ----------  ----------  ---------- Return on ordinary       780  3,879  4,659 activities before tax Tax on return on       (95) 95  - ordinary activities         ----------  ----------  ---------- Return on ordinary       685  3,974  4,659 activities after tax         ----------  ----------  ---------- Return per share       1.2p 6.8p 8.0p INCOME STATEMENT for the year ended 30 September 2009   Ordinary shares C shares   ------------------------------------------------- -------------------------------------------------   Revenue  Capital  Total  Revenue  Capital  Total £000  £000  £000  £000  £000  £000 Gain/(loss) on disposal of -  6,776  6,776  -  (170) (170) investments Movements in fair value of -  (2,744) (2,744) -  (829) (829) investments   ----------  ----------  ----------  ----------  ----------  ----------   -  4,032  4,032  -  (999) (999) Income 2,021  -  2,021  715  -  715 Investment (155) (466) (621) (83) (248) (331) management fee Recoverable -  -  -  8  23  31 VAT Other (211) -  (211) (196) -  (196) expenses   ----------  ----------  ----------  ----------  ----------  ---------- Return on ordinary activities before tax 1,655  3,566  5,221  444  (1,224) (780) Tax on (335) 131  (204) (120) 63  (57) return on ordinary activities   ----------  ----------  ----------  ----------  ----------  ---------- Return on ordinary activities after tax 1,320  3,697  5,017  324  (1,161) (837)   ----------  ----------  ----------  ----------  ----------  ---------- Return per 3.3p 9.4p 12.7p 1.6p (5.7)p (4.1)p share   Company     -------------------------------------------------         Revenue  Capital  Total       £000  £000  £000 Gain/(loss) on disposal of investments     -  6,606  6,606 Movements in fair value       -  (3,573) (3,573) of investments         ----------  ----------  ----------         -  3,033  3,033 Income       2,736  -  2,736 Investment management       (238) (714) (952) fee Recoverable VAT       8  23  31 Other expenses       (407) -  (407)         ----------  ----------  ---------- Return on ordinary       2,099  2,342  4,441 activities before tax Tax on return on       (455) 194  (261) ordinary activities         ----------  ----------  ---------- Return on ordinary       1,644  2,536  4,180 activities after tax         ----------  ----------  ---------- RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year ended 30 September 2010   Ordinary shares  C shares  Total   £000  £000  £000 Equity shareholders' funds at 1 October 2009 32,603  15,272  47,875 Conversion of C shares 15,273  (15,273) - Return on ordinary activities after tax 4,658  1  4,659 Dividends recognised in the year (1,781) -  (1,781) Net proceeds of share issues (35) -  (35) Shares purchased for cancellation (304) -  (304)   ----------  ----------  ---------- Equity shareholders' funds at 30 September 2010 50,414  -  50,414   ----------  ----------  ---------- RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS for the year ended 30 September 2009   Ordinary shares  C shares  Total   £000  £000  £000 Equity shareholders' funds at 1 October 2008 31,118  17,461  48,579 Return on ordinary activities after tax 5,017  (837) 4,180 Dividends recognised in the year (4,758) (1,233) (5,991) Net proceeds of share issues 1,258  -  1,258 Shares purchased for cancellation (32) (119) (151)   ----------  ----------  ---------- Equity shareholders' funds at 30 September 2009 32,603  15,272  47,875   ----------  ----------  ---------- BALANCE SHEET as at 30 September 2010   30 September 30 September 2009 2010 ------------------------------------------------------------------------   Ordinary Ordinary C shares  Total shares  shares  £000  £000 £000  £000 Fixed asset investments: Venture capital investments   Unquoted 26,308  13,573  6,667  20,240   Quoted 2,566  1,341  1,525  2,866   ----------  ----------  ----------  ---------- Total venture 28,874  14,914  8,192  23,106 capital investments Listed fixed- 6,222  2,932  5,882  8,814 interest investments   ----------  ----------  ----------  ---------- Total fixed 35,096  17,846  14,074  31,920 asset investments   ----------  ----------  ----------  ---------- Current assets:   Debtors 1,063  1,781  904  2,685   Cash and 14,323  13,266  407  13,673 deposits   ----------  ----------  ----------  ----------   15,386  15,047  1,311  16,358 Creditors (amounts falling due within one (68) (290) (113) (403) year)   ----------  ----------  ----------  ---------- Net current 15,318  14,757  1,198  15,955 assets   ----------  ----------  ----------  ---------- Net assets 50,414  32,603  15,272  47,875   ----------  ----------  ----------  ---------- Capital and reserves: Called-up 14,785  10,145  15,307  25,452 equity share capital Share premium 12,222  10,227  2,030  12,257 Capital 12,875  2,015  193  2,208 redemption reserve Capital 14,280  10,404  (432) 9,972 reserve Revaluation (5,020) (1,282) (1,913) (3,195) reserve Revenue 1,272  1,094  87  1,181 reserve   ----------  ----------  ----------  ---------- Total equity 50,414  32,603  15,272  47,875 shareholders' funds   ----------  ----------  ----------  ---------- Net asset 85.2p 80.3p 74.8p value per share CASH FLOW STATEMENT for the year ended 30 September 2010   Year ended 30 September  Year ended 30 September 2009 2010     --------------------------------------------------------------   Ordinary Ordinary C shares  Total shares  shares   £000  £000  £000  £000 Net cash inflow/(outflow) from operating 1,595  1,559  (491) 1,068 activities Taxation: Corporation tax (261) (188) (113) (301) paid Financial investment: +-----------+--------------------------------------------------------------+ Purchase of | (8,688)| (3,617) (1,469) (5,086)| investments | | | | | | Sale/repayment of | 10,124 | 9,946  2,732  12,678 | investments | | | +-----------+--------------------------------------------------------------+ Net cash inflow from financial 1,436  6,329  1,263  7,592 investment Equity dividends (1,781) (4,758) (1,233) (5,991) paid   ----------  ----------  ----------  ---------- Net cash inflow/(outflow) before financing 989  2,942  (574) 2,368 Financing: +-----------+--------------------------------------------------------------+ Issue of shares | - | 1,320  -  1,320 | | | | Share issue | (35)| (62) -  (62)| expenses | | | | | | Purchase of shares | (304)| (32) (119) (151)| for cancellation | | | +-----------+--------------------------------------------------------------+ Net cash (339) 1,226  (119) 1,107 inflow/(outflow) from financing   ----------  ----------  ----------  ---------- Increase/(decrease) in cash at bank 650  4,168  (693) 3,475   ----------  ----------  ----------  ---------- Reconciliation of return before tax to net cash flow from operating activities Return on ordinary 4,659  5,221  (780) 4,441 activities before tax (Gain)/loss on (3,119) (6,776) 170  (6,606) disposal of investments Movements in fair (1,493) 2,744  829  3,573 value of investments (Increase)/decrease 1,622  386  (738) (352) in debtors Increase/(decrease) (74) (16) 28  12 in creditors   ----------  ----------  ----------  ---------- Net cash inflow/(outflow) from operating 1,595  1,559  (491) 1,068 activities   ----------  ----------  ----------  ---------- Analysis of movement in net funds     1 October    30 Sept 2009  Cash flows  2010     £000  £000  £000 Cash and deposits   13,673  650  14,323     ----------  ----------  ---------- INVESTMENT PORTFOLIO SUMMARY as at 30 September 2010   Cost Valuation % of net assets £000 £000 by valuation Weldex (International) Offshore Holdings 3,262 3,262 6.5 CloserStill Holdings 1,750 2,114 4.2 Promanex Group Holdings 1,695 1,853 3.7 Kerridge Commercial Systems 1,740 1,740 3.4 CGI Group Holdings 3,449 1,725 3.4 Alaric Systems 2,174 1,351 2.7 Arleigh International 809 1,224 2.4 Paladin Group 1,452 1,167 2.3 Axial Systems Holdings 1,004 1,146 2.3 Envirotec 813 1,063 2.1 Evolve Investments 995 995 2.0 KPJ Software Services 995 995 2.0 RCC Lifesciences 995 995 2.0 Wear Inns 979 979 1.9 Promatic Group 1,229 922 1.8   ---------- ---------- ---------- Fifteen largest venture capital 23,341 21,531 42.7 investments Other venture capital investments 10,422 7,343 14.6   ---------- ---------- ---------- Total venture capital investments 33,763 28,874 57.3 Listed fixed-interest investments 6,353 6,222 12.3   ---------- ---------- ---------- Total fixed asset investments 40,116 35,096 69.6   ---------- Net current assets   15,318 30.4     ---------- ---------- Net assets   50,414 100.0     ---------- ---------- BUSINESS RISKS The board carries out a regular review of the risk environment in which the company operates.  The main areas of risk identified by the board are as follows: Investment risk:  The majority of the company's investments are in small and medium-sized unquoted and AIM-quoted companies which are VCT qualifying holdings, and which by their nature entail a higher level of risk and lower liquidity than investments in large quoted companies. The directors aim to limit the risk attaching to the portfolio as a whole by careful selection and timely realisation of investments, by carrying out rigorous due diligence procedures and by maintaining a wide spread of holdings in terms of financing stage, industry sector and geographical location.  The board reviews the investment portfolio with the investment managers on a regular basis. Financial risk:  As most of the company's investments involve a medium- to long- term commitment and many are relatively illiquid, the directors consider that it is inappropriate to finance the company's activities through borrowing except on an occasional short-term basis.  Accordingly they seek to maintain a proportion of the company's assets in cash or cash equivalents in order to be in a position to take advantage of new unquoted investment opportunities.  The company has very little exposure to foreign currency risk and does not enter into derivative transactions. Economic risk:  events such as economic recession or general fluctuations in stock markets and interest rates may affect the valuation of investee companies and their ability to access adequate financial resources, as well as affecting the company's own share price and discount to net asset value. Liquidity risk:  The company's investments may be difficult to realise.  The fact that a stock is quoted on a recognised stock exchange does not guarantee its liquidity and there may be a large spread between bid and offer prices. Unquoted investments are not traded on a recognised stock exchange and are inherently illiquid. Internal control risk:  The board regularly reviews the system of internal controls, both financial and non-financial, operated by the company and the manager.  These include controls designed to ensure that the company's assets are safeguarded and that proper accounting records are maintained. VCT qualifying status risk:  the company is required at all times to observe the conditions laid down in the Income Tax Act 2007 for the maintenance of approved VCT status.  The loss of such approval could lead to the company losing its exemption from corporation tax on capital gains, to investors being liable to pay income tax on dividends received from the company and, in certain circumstances, to investors being required to repay the initial income tax relief on their investment.  The manager keeps the company's VCT qualifying status under continual review and reports to the board on a quarterly basis.  The board has also retained PricewaterhouseCoopers LLP to undertake an independent VCT status monitoring role. STATEMENT OF DIRECTORS' RESPONSIBILITIES The directors are responsible for preparing the annual financial report in accordance with applicable law and regulations.  Company law requires the directors to prepare financial statements for each financial year.  Under that law the directors have elected to prepare the financial statements in accordance with UK Accounting Standards.  The financial statements are required by law to give a true and fair view of the state of affairs of the company at the end of the financial period and of the return of the company for that period.  In preparing these financial statements, the directors are required to (i) select suitable accounting policies and then apply them consistently;  (ii) make judgements and estimates that are reasonable and prudent;  (iii) state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;  and (iv) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. In relation to the financial statements for the year ended 30 September 2010 each of the directors has confirmed that to the best of his or her knowledge (i) the financial statements, which have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company;  and (ii) the directors' report includes a fair review of the development and performance of the business and the position of the company together with a description of the principal risks and uncertainties which it faces. The directors are also responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that its financial statements comply with the Companies Act 2006.  They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the directors are also responsible for preparing a directors' report, directors' remuneration report and corporate governance statement that comply with that law and those regulations. The company's financial statements are published on the NVM Private Equity Limited website, www.nvm.co.uk.  The maintenance and integrity of this website is the responsibility of NVM and not of the company.  Visitors to the website should be aware that legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The directors of the company at the date of this announcement were Mr J R Hustler (Chairman), Mr N J Beer, Mr E M P Denny, Mr R S Peters, Miss P S Scott and Mr H P Younger. OTHER MATTERS The above summary of results for the year ended 30 September 2010 does not constitute statutory financial statements within the meaning of Section 435 of the Companies Act 2006 and has not been delivered to the Registrar of Companies.  Statutory financial statements will be filed with the Registrar of Companies in due course;  the independent auditors' report on those financial statements under Section 495 of the Companies Act 2006 is unqualified and does not contain a statement under Section 498(2) or (3) of the Companies Act 2006. The proposed final dividend of 4.5p per share for the year ended 30 September 2010 will, if approved by shareholders, be paid on 17 December 2010 to shareholders on the register at the close of business on 26 November 2010. The full annual report including financial statements for the year ended 30 September 2010 is expected to be posted to shareholders on 18 November 2010 and will be available to the public at the registered office of the company at Northumberland House, Princess Square, Newcastle upon Tyne NE1 8ER and on the NVM Private Equity Limited website, www.nvm.co.uk. Neither the contents of the NVM Private Equity Limited website nor the contents of any website accessible from hyperlinks on the NVM Private Equity Limited website (or any other website) is incorporated into, or forms part of, this announcement. [HUG#1462215] This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Northern Venture Trust PLC via Thomson Reuters ONE
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