Final Results

Octopus AIM VCT plc Final Results 26 May 2011 Octopus AIM VCT plc, managed by Octopus Investments Limited, today announces the final results for the year ended 28 February 2011. These results were approved by the Board of Directors on 26 May 2011. You may, in due course, view the Annual Report in full at www.octopusinvestments.com by navigating to Services, Investor Services, Venture Capital Trusts, Octopus AIM VCT plc.  All other statutory information can also be found there. About Octopus AIM VCT PLC Octopus AIM VCT PLC (the "Company" or "Fund") is a venture capital trust ("VCT") which aims to provide shareholders with attractive tax-free dividends and long- term capital growth. The Investment Manager is Octopus Investments Limited ("Octopus" or "Manager"). The Company was launched as Close AIM VCT PLC in spring of 1998 and raised £10.1 million from private investors through an issue of Ordinary shares. Between October 2000 and March 2001 a further £20.0 million was raised through an issue of C shares. Furthermore, between 16 March 2004 and final closing on 5 April 2004 the Company raised £3.3 million by way of a D share issue. The C Shares were merged and converted into Ordinary shares on 31 May 2004 at a conversion ratio determined by a price mechanism related to the respective net assets per share of both the Ordinary shares and C shares at 29 February 2004 (which resulted in C Shareholders receiving 1.0765 Ordinary shares for each C share held). A further £15.0m was raised between 6 January 2005 and 8 April 2005 through an issue of New D shares. On 31 May 2008, the Ordinary shares converted into D shares at a conversion ratio of 0.5448 D shares for each Ordinary share. All of the D shares were then redesignated into New Ordinary shares which is now the only share class. With effect from 1 August 2008, the management of the Company was novated to Octopus Investments Limited. On 4 August 2010 the share capital was restructured and each existing Ordinary share of 50 pence was subdivided into one Ordinary share of 1 pence and one Deferred share of 49 pence. The Deferred shares had no economic value and were bought back by the Company for an aggregate amount of 1 pence and cancelled. On 12 August 2010 the Company acquired the assets and liabilities of Octopus Phoenix VCT plc ("the merger").  Both companies were managed by Octopus Investments Limited.  The merger took place on 12 August 2010 following shareholder approval at the EGM held on 2 August 2010.  The total running costs of the combined Company (compared to the running costs separately) have been reduced and the fixed costs have been spread over a larger asset base.  The Company issued 7,935,637 shares to previous shareholders of Octopus Phoenix VCT plc as a result. In addition to the merger, on the same date your Company announced a fundraising to raise up to £10 million.  The Offer was fully subscribed and closed on 19 April 2011. On 31 August 2010, the Company changed its Registered Office from 8 Angel Court, London, EC2R 7HP to 20 Old Bailey, London, EC4M 7AN. Venture Capital Trusts VCTs were introduced by the UK Government in 1995 to encourage individuals to invest in UK smaller companies. The Government achieved this by offering VCT investors a series of very attractive tax benefits. With effect from 6 April 2006, the benefits to eligible investors include income tax relief at 30% on new subscriptions of up to £200,000 per tax year, provided the shares are held for at least five years, exemption from income tax on dividends paid by VCTs (such dividends may include the VCTs capital gains as well as its income) and exemption from capital gains tax on disposal of shares in VCTs.  Subscribers for shares in VCTs between 6 April 2004 and 5 April 2006 were entitled to income tax relief at 40% rather than 30% and the shares had to be held for at least three years rather than five years.  Prior to 6 April 2004, subscribers for shares in VCTs were entitled to income tax relief at 20% and could also obtain capital gains deferral relief.  Capital gains deferred by pre-6 April 2004 subscriptions are not affected by the subsequent changes in tax reliefs. Octopus AIM VCT plc has been fully approved as a VCT by HMRC.  In order to maintain its approval the Company must comply with certain requirements on a continuing basis.  Within three years from the date of provisional approval at least 70% of the Company's investments must comprise "qualifying holdings" of which at least 30% must be in eligible ordinary shares.  A "qualifying holding" consists of up to £1 million invested in any one year in new shares or securities in an unquoted Company (including companies listed on AIM) which is carrying on a qualifying trade and whose gross assets do not exceed £15 million at the time of investment.  The definition of a qualifying trade excludes certain activities such as property investment and development, financial services and asset leasing.  The gross assets limit has been reduced to £7 million for investments made using funds subscribed after 5 April 2006.  The Company has continued its compliance with these requirements. Financial Summary +------------------------+   |Year to 28 February 2011|Year to 28 February 2010 | |   |  | | | Net assets (£'000) | 38,940| 23,644 | | Net profit/(loss) after tax| | (£'000) | 6,056| 6,551 | | Net asset value per share| | ("NAV") | 94.4p| 82.0p | | Final proposed dividend | 2.5p| - +------------------------+ The table below shows the Net Asset Value (NAV) per share and lists the dividends that have been paid since the launch of Octopus AIM VCT plc and the different share classes that have been issued: Chairman's Statement Introduction It is a pleasure to be able to report on a good year for your Company in spite of the uncertain economic conditions which have prevailed. The Net Asset Value (NAV) of your shares increased by 21.2%, (after adding back 5.0 pence of dividends) and the share price by 15.6%. The merger with Octopus Phoenix VCT plc was successfully accomplished, resulting in a reduction in costs for the combined business and the Top Up issue of £10 million of new shares has now been fully subscribed. On 12 August 2010, following approval from shareholders at the Extraordinary General Meeting on 4 August 2010, shareholders of Octopus Phoenix VCT had their shares converted into Octopus AIM VCT shares on a relative net asset value basis. 7,935,637 Ordinary shares of your Company were issued at a total value of £6,656,000. On the same day, Octopus Phoenix VCT was placed into members' voluntary liquidation. Since the year end the Chancellor in his budget has reversed some of the restrictions on the ability of Venture Capital Trusts to invest imposed by his predecessors. This should have the effect of reviving interest in investment in the very smallest of companies which would then be able to call on more capital to help them to grow. However although this is good news, the changes proposed by the Chancellor do not come into effect until next year and so will not provide an immediate uplift in the pipeline of interesting new investee companies which has been running rather weakly in the year under review. Meanwhile your managers still expect to have opportunities to make investments into companies already on AIM at attractive prices because of the continuing reticence of the banks to lend.  This should mean that the £15 million of the Fund which was in liquid assets when the fundraising was completed in April will reduce over the current year. The Budget With effect from 6 April 2012, pending state aid approval, the gross asset limit for investee companies for VCTs is to be raised from £7 million to £15 million and the number of employees is to be raised from 50 to 250. Performance The increase of 21.2%, which comprised the change in the NAV after adding back dividends, may be compared with an increase of 34.0% in the previous year but a reduction of 44.0% in the year before that.  Thus the long process of recovery from the low point of share prices at the end of 2008 has continued. The AIM index which rose in the year by 39% cannot be considered an appropriate bench mark as it contains a high weighting of stocks such as resource stocks in which VCTs are unable to invest.  The Smaller Companies Index ex investment trusts provides a better comparison as it comprises mostly domestic UK companies and few oil and resource stocks.  It rose by 14% over the year. We have examined the Company's performance against that of a Peer Group which shows that the company came second over a one year period and first over a three year period. The merger referred to above has resulted, as expected, in a reduction in costs from 3.2% to 2.6% of total assets. The manager's review on page x covers the progress made in many investments and the potential for this to be realised in share prices when the appetite for small companies returns more strongly. Changes in issued share capital The merger with Octopus Phoenix VCT plc resulted in the issue of 7,935,637 shares, and the Top up issued a further 5,437,448 shares during the year. Your board agreed to cancel 2,957,576 shares held in Treasury which had been acquired pursuant to the policy of maintaining at around 10% the discount to the NAV of the market price of your company's shares.  As the prospect of being able to re- issue these shares with an accompanying tax break appears to be as remote as ever, there is no useful purpose to be served in keeping them in Treasury. At the year end there were 41,247,611 shares in issue compared with 31,856,029 at the end of the previous year. Your board has considered seeking powers from shareholders to introduce a scheme for the reinvestment of dividends by shareholders in the company's shares but are uncertain as to the likely appetite for such a scheme. Perhaps shareholders might like to comment on this at the Annual General Meeting. In the meantime a motion to authorize the board to implement such a scheme will be put to the AGM to enable it to happen. Your board have appointed Matrix Corporate Capital LLP as corporate brokers to the Company. Portfolio Purchases and sales during the year amounted to £6,112,000 and £7,572,000 respectively. These are all dealt with in detail in the Manager's Review. Substantial sales as a result of takeovers were Melorio, Innovision, Mount Engineering and Focus Solutions at useful profits and the opportunity was taken to take some profits in Brooks MacDonald, Immunodiagnostics and Mears which remain significant investments. New qualifying investments were made in EKF Diagonstics, Brady, Breedon Aggregates, Omega Diagnostics, Woodspeen, Managed Support Services, Tasty, Strategic Thought, IS Pharma and Corac. Dividend It is your board's policy to maintain an annual dividend of not less than 5.0 pence per share. In March 2010 it was announced that the Company had to suspend this dividend policy temporarily for reasons I set out in my Statement last year. Following an Extraordinary General Meeting in July 2010, and the court order granted on 15 September 2010, the board has been able to resume this policy and make up for such suspension. In October 2010 the board announced the payment of 2.5 pence per share and this was followed by another 2.5 pence per share payment in January 2011. It intends to recommend the payment of a final dividend of 2.5 pence per share, payable in July.  It is expected that future dividends will be paid twice yearly in July and January. Share capital Following the approval by shareholders at the EGM held on 1 July 2010 and the resulting court order on 15 September 2010, the Company divided all Ordinary shares of 50p into one Ordinary share of 1p and one Deferred share of 49p. The Deferred shares were then bought back for an aggregate amount of 1p and cancelled as issued. This restructuring resulted in a simplification of the share capital of the Company, whilst also creating capital redemption reserves. VCT qualifying status As at 28 February 2011 84.1% of the portfolio (as measured by HMRC rules) was invested in qualifying investments, significantly in excess of the required 70% minimum level.  The new money raised under the offer has to be invested within 3 years. Risks and uncertainties As required by the Listing Rules under which your company operates, your board has to comment on the potential risks and uncertainties which could have a material impact on the Company's performance. A risk derives from the need to maintain compliance with HMRC regulations requiring 70% of your Company's assets to be invested in qualifying holdings. Other risks include the current challenging economic conditions which impact particularly on smaller companies in which your Company invests and this could have an adverse effect on their share prices. Annual General Meeting The Annual General meeting will be held on Thursday 14 July 2011. I very much hope to see many shareholders at that meeting. After the formal business has been conducted our Investment managers will make a presentation. At the Annual General meeting a resolution will be proposed to extend the life of the company until 2018 in order to preserve the ability of the company to conduct Top Ups in future years. Outlook Commentators and newspapers continue to reiterate their concerns about the major issues facing the world and about the difficulty politicians will have finding and implementing solutions.  These remain substantially the same as they have been over the past year- the sustainability of recovery, inflationary pressures, the fragile condition of public finances in many countries, and the long term effects of the measures being taken.  These difficulties have been complicated more recently by a sharply higher oil price, itself reflecting political turmoil in the Middle East and North Africa. In view of the difficult economic conditions which prevail it is perhaps surprising that on the whole the results from the majority of companies in the portfolio have been positive and have demonstrated an improving trend.  At present, the UK economy does seem set to grow again this year and this augurs well for the future progress of the NAV. On the other hand in spite of a perceived reluctance of banks to lend hitherto this has not resulted in as many investment opportunities as our managers expected. Perhaps this may now change in which case our substantial liquid resources will be able to be put to good use. Michael Reeve Chairman 26 May 2011 Investment Manager's Review The Alternative Investment Market The year to February 2011 started on a positive note as far as company results were concerned, with many reporting both good results and reasonable prospects. However, this was not reflected in the performance of either the AIM or the Smaller Companies Index in the first half of the year, as both suffered from fears about the effect that government spending cuts would have on domestically orientated shares and struggled to make any meaningful progress.  It was only following further good trading results in the September reporting period, reinforced by analysts upgrading their profit estimates in many cases, that share prices began to react positively.  As a result, the last four months of 2010 saw a good performance from AIM as the index rose, fuelled by renewed enthusiasm for resource stocks, which continue to have a disproportionate impact on the index.  Over the year under review, AIM rose by 39%.  The small cap index (excluding investment trusts) showed a much more modest gain of 14% over the period under review, with nearly all of this being achieved in the second six months. Your company benefitted from this recovery in share prices in the second half. AIM received a poor press for most of the year, which was not merited by the trading performance of many smaller companies. However, as sentiment improved progressively, so flotations and other fund raisings increased in value and in frequency.  In the twelve months to 28 February 2011, AIM raised £7.1 billion of new capital. Somewhat against expectations the rate of flotations has dropped at the start of 2011 as fear rather than optimism has again influenced investor sentiment. While conversations with advisers would suggest that there is a pipeline of potential new companies contemplating AIM listings, many of whom we would expect to be VCT qualifying, there is little actual evidence at present.  That has had implications for your portfolio with the result that the majority of VCT qualifying opportunities that we are seeing continue to be secondary fundraisings for existing AIM companies. Performance In the year to 28 February 2011, the AIM index rose by 39%.  Significant contributions to this movement came from the resources sector which produced a total return of 72% for the calendar year (source: Dimson and Marsh, RBS HGSC Index 2011), and together with the oil sector, these two accounted for 40% of AIM's value at the period end and had a significant influence on the index's movement.  Since VCTs are substantially precluded from investing in these sectors, comparisons are not really relevant.  We continue to regard the FTSE Small-cap ex investment trusts index as more meaningful as a comparison, despite the fact that a VCT cannot invest in any of that index's constituents.  In the year to 28 February 2011 this index rose by 14% and in the same period the NAV of your company rose from 82p to 94.4p.  During the year, dividends totalling 5.0 pence were paid to shareholders, and if these are added back, the increase in NAV was 21.2% for the year.  Phoenix shareholders will have had a different performance.  The performance since inception of all the old classes of shares is shown on page x so that shareholders can see what the NAV returns would have been as well as details of all dividends paid. There were some disappointments in the portfolio, which dragged performance in the year.  Those that performed below expectations include Cohort, CBG, Hasgrove, Bond International Software, Colliers International and Optare.  We believe that the management of these companies are working to improve the present situation and that their share prices will recover in an acceptable length of time. The portfolio benefitted from a number of takeover bids over the year, which all contributed positively to performance even though some of them did not realise an overall profit for the fund.  In all, nine holdings disappeared as a result of takeover bids or corporate actions. Good performance was seen in the share price rises of some of the larger holdings, notably Brooks Macdonald, Craneware, Immunodiagnostics and Animalcare as well as some early gains in the share prices of more recent investments such as EKF Diagnostics Breedon Aggregates and Brady.  Some share prices also began to recover as they reported improved trading, examples would be Cello, Staffline, IDOX and Plastics Capital. However, holdings such as Vertu Motors, Advanced Computer Software and Zetar failed to make any headway in share price terms despite reporting better than expected figures and upgrades to forecasts.  This shows that although conditions for smaller company shares have improved, there is still some way to go in restoring appetite for risk where concerns about the consumer or government cuts persist. Portfolio Activity It was a much busier year for both investments and realisations.  The former was exclusively into secondary issues in existing AIM companies, with just under £5m invested in qualifying investments out of total investments made of £6.1m.  Of the eleven qualifying investments made during the year, six were made in the second half.  This contrasts with total disposals of £7.57m which was higher than expected as a result of a continuing flow of bid activity among smaller companies. In the second half of your company's financial year there were new investments made in Woodspeen Training, Brady, Corac, Managed Support Services and Omega Diagnostics, as well as a further investment into IS Pharma. In total these investments amounted to £2,813,000.  Some of the investment in Brady is not qualifying for VCT purposes.  We also purchased non-qualifying holdings in Goals Soccer Centres, RWS, Chime and SQS Software amounting to £960,000.  All these holdings are currently showing a profit. During the year we realised profits totalling £0.44m in Brooks MacDonald, which continues to perform well and is the largest holding in the portfolio. We also realised £0.1m of profit from the non-qualifying holding in Immunodiagnostics where the share price has consolidated after a steep rise on the back of strong sales of Vitamin D test kits. During the second half, we sold Freshwater prior to the company delisting, Baydonhill and Maxima, two small Phoenix holdings and Ashley House, a small non-qualifying holding where the business has been squeezed by NHS reforms. During the year we also sold the entire holding in Pressure Technologies at a very small profit. The company had not found the opportunity to make acquisitions outside its fairly narrow area of activity, and we think that there will be better opportunities to invest for growth elsewhere. The overriding feature of the year has been the steady loss of holdings to take- overs. A number were lost in the first half: Portrait Software, Innovision WIN and Melorio for example. In the second half we also lost Clapham House, Focus Solutions, Spice Holdings and Mount Engineering to take-overs, with a recommended bid for System C now going through its final stages.  This process has continued into the current financial year with I S Pharma announcing its merger with Sinclair Pharma, a fully listed company, which will move to AIM as part of the deal.  The management of Individual Restaurant Company has announced an offer for the company and a Marwyn fund has announced an all share offer for Praesepe. We had thought that, with an improvement in sentiment towards smaller companies, the number of fund raisings and flotations would continue to recover in 2011. That has not been the case thus far and as a result we have been reluctant to sell small holdings inherited through the merger with Phoenix AIM VCT, particularly where we see scope for share prices to recover from here.  As a result the portfolio currently contains more holdings that we would like, but we will continue to rationalise the portfolio without endangering the VCT status of the company as new investment opportunities arise. Outlook The news from your portfolio companies has continued to be positive since the year end and once again the March results reporting season has been encouraging.  While the number of opportunities to invest our cash balances in new qualifying holdings has currently declined as investors worry about the impact of Middle Eastern political turbulence, the Japanese earthquake, a high oil price and associated higher raw material costs and inflation, we are optimistic that later in the year conditions will improve.  There are no immediate signs that the banks want to increase their lending to small companies and the balance seems to have swung in favour of equity fundraisings, many of which have turned out surprisingly successful in terms of the sums raised.  We would therefore hope for good opportunities to invest a portion of the £15 million which is currently sitting in liquid funds as the year progresses. Our prime source of information about the direction, health and prospects of the economy derives, as you might expect, from conversations with the management teams of the companies making up your portfolio, as well as other companies in which we are invested.  That provides our knowledge of the state of both corporate and personal demand, the raw material price pressures and all the other evidence we have about labour availability and wage rates, for example. We are well aware of the tendency of managements to remain optimistic for too long and to fail to recognise turning points in economic trends.  However, when they are themselves part of the evidence of a turning point, the message can be very powerful: as it was this time last year. There have been recent reminders of the difficulties companies and the UK economy face - for example, the initial GDP growth rate for the fourth quarter of 2010 being negative, and the divergence of views over the reliability of trends in the first half of the current year, given the unusually high number of Bank Holidays in a short period of time.  Most predictions would seem to point to weak growth, which would indicate that interest rates will remain low. We are not complacent about the severity of many problems ahead, nor of their magnitude.  However, we are also well aware of the momentum in the economy, of the confidence of many of the managements we meet, particularly those with long term contracts from corporate customers and those with interesting opportunities.  So while we remain on the look out for signs of increasing economic difficulty as it affects individual companies in your portfolio, our fundamental belief is that smaller company shares remain undervalued and relatively unappreciated by investors.  It is also true that many of the holdings in your portfolio are continuing to mature, and this is why we feel optimistic that the NAV can continue to rise. The AIM team Octopus Investments Limited 26 May 2011 Investment Portfolio as at 28 February 2011 Fair % Cost as value as equity at 28 Cumulative at 28 held by February change in February Movement % all 2011 fair value 2011 in year equity funds held managed by AIM by Investments Sector (£'000) (£'000) (£'000) (£'000) VCT Octopus ---------------------------------------------------------------------------------------- Brooks MacDonald Group plc General financial 800 1,347 2,147 825 1.90% 2.70% EKF Diagnostics Healthcare plc equipment 931 426 1,357 426 3.29% 8.94% Breedon Aggregates Limited Construction 901 450 1,351 450 1.36% 2.26% Advanced Computer Software plc Software 596 514 1,110 (56) 0.86% 2.29% Mattioli Woods plc General financial 523 575 1,098 170 2.25% 2.67% Immunodiagnostic Healthcare Systems plc equipment 528 506 1,034 150 0.45% 2.73% Brady plc Software 741 239 980 239 2.34% 4.52% Animalcare Group plc Food producers 303 558 861 258 2.70% 8.37% Idox plc Software 362 483 845 362 1.40% 2.70% Craneware plc Software 183 616 799 292 0.52% 1.48% Mears Group plc Support services 155 587 742 62 0.28% 0.33% Vertu Motors plc General retailers 1,265 (545) 720 (178) 1.34% 3.73% Staffline Recruitment plc Support services 333 380 713 380 1.67% 14.00% Cello Group plc Media 895 (187) 708 303 1.97% 9.95% Netcall plc Telecommunications 436 257 693 258 2.91% 5.05% Omega Healthcare Diagnostics plc equipment 673 8 681 (25) 5.71% 13.14% Woodspeen plc Support services 350 292 642 292 5.51% 9.45% Access Intelligence Support services 675 (75) 600 (75) 2.92% 9.12% Zetar plc Food producers 587 (6) 581 (52) 2.19% 3.60% Matchtech Group plc Support services 346 211 557 4 1.11% 10.56% Healthcare IS Pharma plc equipment 771 (244) 527 83 1.16% 4.32% Clarity Commerce plc Software 767 (270) 497 (100) 3.95% 8.26% Strategic Thought Group plc Software 584 (134) 450 65 3.90% 7.02% Bond International plc Software 354 83 437 (104) 2.25% 3.49% RWS Holdings plc Support services 367 70 437 42 0.30% 4.21% Managed Support Services plc Support services 600 (171) 429 (171) 4.09% 9.83% System C Healthcare plc Software 376 53 429 4 0.82% 0.82% Altitude Group plc Media 600 (183) 417 325 4.36% 5.09% Hargreaves Service plc Support services 210 202 412 120 0.16% 2.95% Chime Communications plc Media 320 55 375 55 0.20% 0.69% Industrial Corac plc engineering 348 12 360 12 0.94% 1.62% Praesepe plc Travel & leisure 550 (193) 357 (124) 1.27% 3.89% Food & drug SnackTime plc retailers 531 (195) 336 (153) 2.06% 7.34% Plastics Capital plc Chemicals 400 (80) 320 188 1.45% 16.49% SQS Software plc Software 291 15 306 15 0.48% 3.54% Brulines (Holdings) plc Support services 359 (62) 297 (66) 1.06% 4.70% Tasty plc Travel & leisure 369 (72) 297 48 2.58% 5.74% Goals Soccer Centres plc Travel & leisure 205 57 262 57 0.41% 2.16% Colliers Cre plc Real estate 873 (624) 249 (187) 1.19% 3.11% Datong Electronic Electronics plc equipment 500 (258) 242 51 2.85% 3.39% Hasgrove plc Media 250 (18) 232 (18) 2.10% 12.67% Aerospace & Cohort plc defence 300 (73) 227 (73) 0.86% 4.32% Quadnetics Group plc Support services 344 (162) 182 29 0.62% 0.68% Autoclenz Holdings plc Support services 181 - 181 - 4.57% 11.61% Work Group plc Support services 943 (773) 170 (6) 4.09% 6.15% Adept Telecom plc Telecommunications 600 (437) 163 81 2.03% 4.33% Daisy Group plc Telecommunications 201 (38) 163 (3) 0.06% 0.07% Jelf Group plc Financial 186 (37) 149 35 0.28% 0.65% Inditherm plc Chemicals 204 (68) 136 (68) 6.42% 6.42% Silverdell plc Support services 80 40 120 40 0.66% 10.32% Tanfield Group Industrial plc engineering 226 (125) 101 26 0.32% 1.97% InterQuest plc Support services 76 17 93 17 0.44% 5.24% CBG Group plc Non-life insurance 161 (72) 89 (72) 2.69% 17.26% Augean plc Support services 72 - 72 - 0.28% 3.71% Dods Group plc Media 203 (140) 63 (2) 0.53% 0.56% Twenty plc Media 500 (444) 56 19 4.38% 14.68% Industrial Optare plc engineering 550 (504) 46 (60) 0.48% 1.49% Northern Bear plc Support services 68 (27) 41 (26) 1.65% 6.64% Individual Restaurant Group plc Travel & leisure 969 (934) 35 (20) 0.61% 1.06% Vitesse Media plc Media 32 (9) 23 (8) 1.56% 4.91% Adventis Group plc Media 165 (146) 19 (72) 1.34% 1.34% Media Square plc Media 478 (462) 16 (19) 0.73% 0.97% Synarbor plc Support services 15 - 15 - 0.82% 0.82% Bright Futures plc Support services 2 - 2 - 0.90% 0.90% ---------------------------------------------------------------------------------------- Total fixed asset investments 27,764 285 28,049 4,045 Money market funds 10,655 - 10,655 - ---------------------------------------------------------------------------------------- Total fixed asset investments and money market funds 38,419 285 38,704 Cash at bank 475 Debtors less creditors (239) ---------------------------------------------------------------------------------------- Total net assets 38,940 Top ten holdings Listed below are the ten largest investments, valued at bid price, as at 28 February 2011: Brooks MacDonald Group plc Brooks MacDonald is a provider of asset management and financial consulting services with a particular emphasis on the pensions market. Initial investment date:          March 2005 Cost:                                        £800,000 Valuation:                                £2,147,000 Equity held:                             1. 90% Last audited accounts:       30 June 2010 Profit before tax:                  £5.7 million Net assets:                            £12.4 million EKF Diagnostics plc EKF designs, develops, manufactures and distributes diagnostic instruments and reagents focussed on the diabetes, anaemia and chronic kidney disease markets. It has operations in Germany, Poland and Russia. Initial investment date:                        July 2010 Cost:                                        £931,000 Valuation:                                £1,357,000 Equity held:                            3.29% Last audited accounts:       31 December 2009 Loss before tax:                   (£0.3) million Net assets:                            £5.6 million Breedon Aggregates Limited (formerly Marwyn Materials) Breedon Aggregates supplies a diverse range of products to the construction and building sectors from a number of quarries and other sites in the Midlands and Scotland, having been acquired by Marwyn Materials in September 2010. Initial investment date:         August 2010 Cost:                                        £901,000 Valuation:                                £1,351,000 Equity held:                            1.36% Last audited accounts:       31 December 2009 Loss before tax:                   (£0.8) million Net assets:                            £11.9 million Advanced Computer Software plc Advanced Computer Software plc provides software to the Healthcare Sector and other commercial markets. Initial investment date:          July 2008 Cost:                                        £596,000 Valuation:                                £1,110,000 Equity held:                             0.86% Last audited accounts:         28 February 2010 Profit before tax:                  £4.2 million Net assets:                            £78.5 million Mattioli Woods plc Mattioli Woods plc is a provider of pensions consultancy and administration services Initial investment date:                        November 2005 Cost:                                        £523,000 Valuation:                                        £1,098,000 Equity held:                                        2.25% Last audited accounts:                       31 May 2010 Profit before tax:                                  £4.3 million Net assets:                                            £19.0 million Immunodiagnostic Systems plc (non-qualifying) Immunodiagnostic Systems Holdings plc (IDS) manufactures and distributes medical diagnostic products. The Company is also involved in research and development projects and has a particular specialism in vitamin D testing. Initial investment date:                        May 2009 Cost:                                                      £528,000 Valuation:                                              £1,034,000 Equity held:                                           0.45% Last audited accounts:                       31 March 2010 Profit before tax:                                  £11.0 million Net assets:                                            £61.0 million Brady plc Brady designs and sells software for the global commodity trading industry, including producers, traders, banks and investors. Initial investment date:                        December 2010 Cost:                                                      £741,000 Valuation:                                        £980,000 Equity held:                                        2.34% Last audited accounts:                       31 December 2010 Profit before tax:                                  £6.6 million Net assets:                                        £22.6 million Animalcare Group plc Animalcare Group plc manufactures and distributes veterinary medicines for pets and livestock. Initial investment date:          December 2007 Cost:                                        £303,000 Valuation:                                £861,000 Equity held:                             2.70% Last audited accounts:         June 2010 Loss before  tax:                   (£0.6) million Net assets:                             £14.1 million Idox plc Idox is a leading developer and supplier of software services to local government for core functions relating to land, people and property, and also to the private sector for the management of engineering drawings. Initial investment date:                        May 2007 Cost:                                                      £362,000 Valuation:                                              £845,000 Equity held:                                           1.40% Last audited accounts:                       31 October 2010 Profit before tax:                                  £4.9 million Net assets:                                            £31.0 million Craneware plc Craneware plc is engaged in the development, licensing and post contract support of computer software for the US healthcare industry. Initial investment date:                                        September 2007 Cost:                                                      £183,000 Valuation:                                              £799,000 Equity held:                                           0.52% Last audited accounts:                       30 June 2010 Profit before tax:                                 $7.3 million Net assets:                                            $22.1 million Statement of Directors' Responsibilities The directors are responsible for preparing the directors' report, the directors' remuneration report and the financial statements in accordance with applicable law and regulations. They are also responsible for ensuring that the annual report includes information required by the Listing Rules of the Financial Services Authority. 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) . Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements the directors are required to: * select suitable accounting policies and then apply them consistently; * make judgments and estimates that are reasonable and prudent; * state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; * prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in annual reports may differ from legislation in other jurisdictions. The directors confirm, to the best of their knowledge: * that the  financial statements, which have been prepared in accordance with UK Generally Accepted Accounting Practice, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company; and * the management report, comprising the Chairman's Statement, Investment Manager's Review, Investment Portfolio and 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 that it faces. The names and functions of all the directors are stated on page x. On Behalf of the Board Michael Reeve Chairman 26 May 2011 Income Statement +----------------------+ | Year to 28 February | | 2011 |    |   | | |   Notes|Revenue Capital Total| | |     | £'000 £'000 £'000| | |     |     | | | Gain on disposal of fixed asset investments 11 | - 2,611 2,611| | | Gain on disposal of current asset investments 12 | - - -| | |     |      | | | Gain on valuation of fixed asset investments 11 | - 4,045 4,045| | |     |      | | | Investment Income 2 | 301 - 301| | |     |      | | | Investment management fees 3 | (139) (418) (557)| | | Management fee VAT rebate 3 | - - -| | |     |      | | | Merger costs 6 | (134) - (134)| | | Other expenses 4 | (210) - (210)| | |     |      | | | (Loss)/profit on ordinary activities before tax   | (182) 6,238 6,056| | |     |      | | | Taxation on profit on ordinary activities 7 | - - -| | |     |      | | | (Loss)/profit on ordinary activities after tax   |  (182) 6,238  6,056| | | Return per share - basic and diluted 9 | (0.5)p 17.7p 17.2p| +----------------------+ * the 'Total' column of this statement represents the statutory Profit and Loss account of the Company; the supplementary revenue return and capital return columns have been prepared in accordance with the AITC Statement of Recommended Practice * all revenue and capital items in the above statement derive from continuing operations of the Company up to 11 August 2010 and thereafter reflects that of the enlarged entity. This includes the assets and liabilities of Octopus Phoenix VCT plc that were transferred to the Company on 12 August 2010. No restatement has been made for the comparable periods. * the accompanying notes are an integral part of the financial statements * the Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds The Company has no recognised gains or losses other than the results for the year as set out above.  Accordingly a statement of total recognised gains or losses is not required. Other than revaluation movements arising on investments held at fair value through profit and loss account, there were no differences between the profit as stated above and at historical cost Income Statement +-----------------------+ | Year to 28 February |    | 2010 | | |   Notes|Revenue Revenue Revenue| | |     | £'000 £'000 £'000| | |     |      | | | Gain on disposal of fixed asset investments 11 | - 1,852 1,852| | | Gain on disposal of current asset investments 12 | - 37 37| | |     |      | | | Gain on valuation of fixed asset investments 11 | - 4,326 4,326| | |     |      | | | Investment Income 2 | 389 - 389| | |     |      | | | Investment management fees 3 | (112) (338) (450)| | | Management fee VAT rebate 3 | 145 435 580| | |     |      | | | Merger costs 6 |      | | | Other expenses 4 | (183) - (183)| | |     |      | | | (Loss)/profit on ordinary activities before tax   | 239 6,312 6,551| | |     |      | | | Taxation on profit on ordinary activities 7 | - - -| | |     |      | | | (Loss)/profit on ordinary activities after tax   |  239 6,312   6,551| | | Return per share - basic and diluted 9 | 0.8p 21.3p 22.1p| +-----------------------+ * the 'Total' column of this statement represents the statutory Profit and Loss account of the Company; the supplementary revenue return and capital return columns have been prepared in accordance with the AITC Statement of Recommended Practice * all revenue and capital items in the above statement derive from continuing operations of the Company. * the accompanying notes are an integral part of the financial statements * the Company has only one class of business and derives its income from investments made in shares and securities and from bank and money market funds The Company has no recognised gains or losses other than the results for the year as set out above.  Accordingly a statement of total recognised gains or losses is not required. Other than revaluation movements arising on investments held at fair value through profit and loss account, there were no differences between the profit as stated above and at historical cost Balance sheet +------------------+------------------+ | As at 28 February| As at 28 February|   | 2011| 2010| | | |   Notes|  |  | | | | | £'000 £'000| £'000 £'000| | | |     |    |    | | | | Fixed asset investments* 11 |   28,049|   16,944| | | | Current assets:   |    |    | | | | Investments* 12 | 10,655  | 6,732  | | | | Debtors 13 | 19  | 27  | | | | Cash at bank   | 475  | 153  | | | |     |   11,149|   6,912| | | | Creditors: amounts falling due | | | within one year 14 |   (258)|   (212)| | | | Net current assets   |   10,891|   6,700| | | |     |    |    | | | | Net assets   |   38,940|   23,644| | | |     |    |    | | | | Called up equity share capital 15 | 412  | 15,928  | | | | Shares to be issued 15 | 352  | -  | | | | Share premium 16 | 11,317  | 1,490  | | | | Special distributable reserve 16 | 25,194  | 16,358  | | | | Capital redemption reserve 16 | 15,710  | 10,483  | | | | Capital reserve realised 16 |(14,465)  |(13,478)  | | | | Capital reserve 16 | | | unrealised                      | 285  | (5,007)  | | | | Own shares held in treasury 16 | -  | (2,447)  | | | | Revenue Reserve 16 | 135  | 317  | | | | Total equity shareholder's funds   |   38,940|   23,644| | | | Net asset value per share - basic | | | and diluted 10 |   94.4p|   82.0p| +------------------+------------------+ * held at fair value through profit & loss The accompanying notes are an integral part of the financial statements. The statements were approved by the Directors and authorised for issue on 26 May 2011 and are signed on their behalf by: Michael Reeve Chairman Company number: 03477519 +----+----------------------+----------------------+ |Note| Year to 28 February| Year to 28 February |   | | 2011| 2010 | | | | |   |   |  | | | |   |  | £'000| £'000 | | | Shareholders' funds at start|   | | of period | | 23,644| 19,443 | | | Profit for the period |   | 6,056| 6,551 | | | Shares issued upon | | | acquisition of assets and | | | liabilities from Octopus | | | Phoenix VCT plc | 16 | 6,656| - | | | Stamp duty on shares issued | 16 | (29)| - | | | Shares purchased and held in|   | | Treasury | | -| (811) | | | Share capital bought back |   | (801)| (54) | | | Issue of shares |   | 4,995| - | | | Shares to be issued |   | 352| - | | | Dividends paid | 8 | (1,933)| (1,485) | | | Shareholders' funds at end |   | 38,940| 23,644 of period | | | Reconciliation of Movements in Shareholders' Funds The accompanying notes are an integral part of the financial statements. Cash Flow Statement +-----------------+ | Year to 28 | Year to 28   | February 2011| February 2010 | |   Notes | £'000| £'000 | |   |  | | | Net Cash (outflow)/inflow | | from operating activities   | (546)| 813 | |   |  | | | Taxation   | -| - | |   |  | | | Financial investment:   |  | | | Purchase of fixed asset | | investments 11 | (6,112)| (2,784) | | Sales of fixed asset | | investments 11 | 7,572| 4,839 | |   |  | | | Management of liquid | | resources:   |  | | | Purchase of current asset | | investments 12 | (27,479)| (9,797) | | Sales of current asset | | investments 12 | 23,556| 9,265 | | Net cash (outflow)/inflow from investing activities   (3,009) 2,336 | |   |  | | | Equity dividends paid   | (1,933)| (1,485) | |   |  | | | Financing   |  | | | |  | Cash received on acquisition of net assets | | of Octopus Phoenix VCT plc | 747| - | | |  | Stamp duty on shares issued to acquire net | | assets of Octopus Phoenix VCT plc | (29)| - | | Proceeds from issue of shares 15 | 4,995| - | | Shares to be issued 15 | 352| - | | Purchase of own shares 15 | (801)| (865) | |   | 3,331| (2,350) --------------------------------------------+-----------------+----------------- Increase/(decrease) in cash   | 322| (14) --------------------------------------------+-----------------+----------------- The accompanying notes are an integral part of the financial statements. Reconciliation of Profit before Taxation to Cash Flow from Operating Activities | +----------------------+ | | Year to 28 February| Year to 28 February   |Note| 2011| 2010 | | |   |  | £'000| £'000 | | | Profit on ordinary activities | | | before tax |  | 6,056| 6,551 | | | Decrease in debtors |13 | 8| 458 | | | Increase in creditors |14 | 46| 19 | | | Gain on disposal of fixed | | | asset investments |11 | (2,611)| (1,852) | | | Gain on disposal of current | | | asset investments |12 | -| (37) | | | Gain on valuation of fixed | | | asset investments |11 | (4,045)| (4,326) | | | (Outflow)/inflow from | | | operating activities |  | (546)| 813 | +----------------------+ Reconciliation of Net Cash Flow to Movement in Net Funds +----------------------+ | Year to 28 February| Year to 28 February    | 2011| 2010 | |    | £'000| £'000 | | Increase/(decrease) in cash at  | | bank | 322| (14) | | Movement in cash equivalent  | | securities | 3,923| 569 | | Opening cash funds  | 6,885| 6,330 | | Net funds at 31 January  | 11,130| 6,885 +----------------------+ Liquid Resources at 28 February comprised: +----------------------+   |As at 28 February 2011|As at 28 February 2010 | |   | £'000| £'000 | | Cash at Bank | 475| 153 | | Money market cash funds | 10,655| 6,732 | | Net liquid resources at 28 | | February | 11,130| 6,885 ----------------------------------+----------------------+---------------------- The accompanying notes are an integral part of the financial statements. Notes to the Financial Statements 1.         Principal Accounting policies Basis of accounting The financial statements have been prepared under the historical cost convention, except for the measurement at fair value of certain financial instruments, and in accordance with UK Generally Accepted Accounting Practice (UK GAAP), and the Statement of Recommended Practice (SORP) 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (revised 2009). The results for the year to 28 February 2011 reflect the activities the Ordinary shares for the whole period. In addition, these results include the transfer of the assets and liabilities of Octopus Phoenix VCT plc to the Company, with effect from 12 August 2010. Results for the current year are reported for the one share class of the enlarged VCT now in issue, namely Ordinary Shares. The principal accounting policies have remained unchanged from those set out in the Company's 2010 Annual Report and financial statements.  A summary of the principal accounting policies is set out below. The Company presents its income statement in a three column format to give shareholders additional detail of the performance of the Company, split between items of a revenue or capital nature. The preparation of the financial statements requires Management to make judgements and estimates that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Estimates and assumptions mainly relate to the fair valuation of the fixed asset investments. The Company has designated all fixed asset investments as being held at fair value through profit and loss; therefore all gains and losses arising from investments held are attributable to financial assets held at fair value through profit and loss.  Accordingly, all interest income, fee income, expenses and investment gains and losses are attributable to assets designated as being at fair value through profit or loss. Current asset investments comprising money market funds are held for trading and are therefore automatically classified as fair value through profit or loss. Quoted investments are valued in accordance with the bid-price on the relevant date. Although the Company believes that the assumptions concerning the business environment and estimate of future cash flows are appropriate, changes in estimates and assumptions could require changes in the stated values. This could lead to additional changes in fair value in the future. Investments Purchases and sales of investments are recognised in the financial statements at the date of the transaction (trade date). These investments will be managed and their performance evaluated on a fair value basis in accordance with a documented investment strategy and information about them has to be provided internally on that basis to the Board. Accordingly as permitted by FRS 26, the investments will be designated as fair value through profit and loss ("FVTPL") on the basis that they qualify as a group of assets managed, and whose performance is evaluated, on a fair value basis in accordance with a documented investment strategy.  The Company's investments are measured at subsequent reporting dates at fair value. In the case of investments quoted on a recognised stock exchange, fair value is established by reference to the closing bid price on the relevant date or the last traded price, depending upon convention of the exchange on which the investment is quoted. In the case of unquoted investments, fair value is established by using measures of value such as the price of recent transactions, earnings multiple and net assets. This is consistent with International Private Equity and Venture Capital valuation guidelines. Gains and losses arising from changes in fair value of investments are recognised as part of the capital return within the Income Statement and allocated to the capital reserve - unrealised. In preparation of the valuations of assets the Directors are required to make judgements and estimates that are reasonable and incorporate their knowledge of the performance of the investee companies. Current asset investments Current asset investments comprise money market funds and are designated as FVTPL. Gains and losses arising from changes in fair value of investments are recognised as part of the capital return within the Income Statement and allocated to the appropriate capital reserve. The current asset investments are all invested with the Company's cash manager and are readily convertible into cash at the choice of the Company. The current asset investments are held for trading, are actively managed and the performance is evaluated on a fair value basis in accordance with a documented investment strategy. Information about them has to be provided internally on that basis to the Board. Income Investment income includes interest earned on bank balances and money market securities and includes income tax withheld at source. Dividend income is shown net of any related tax credit. Dividends receivable are brought into account when the Company's right to receive payment is established and there is no reasonable doubt that payment will be received.  Fixed returns on debt and money market securities are recognised on a time apportionment basis so as to reflect the effective yield, provided there is no reasonable doubt that payment will be received in due course. Expenses All expenses are accounted for on an accruals basis.  Expenses are charged wholly to revenue with the exception of the investment management fee, which has been charged 25% to the revenue account and 75% to the realised capital reserve to reflect, in the Directors' opinion, the expected long term split of returns in the form of income and capital gains respectively from the investment portfolio. Revenue and capital The revenue column of the Income Statement includes all income and revenue expenses of the Company.  The capital column includes realised and unrealised gains and losses on investments.  Gains and losses arising from changes in fair value are considered to be realised only to the extent that they are readily convertible to cash in full at the balance sheet date. Taxation Corporation tax payable is applied to profits chargeable to corporation tax, if any, at the current rate. The tax effect of different items of income/gain and expenditure/loss is allocated between capital and revenue return on the "marginal" basis as recommended in the SORP. Deferred tax is recognised on an undiscounted basis in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less tax, with the exception that deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Cash and liquid resources Cash, for the purposes of the cash flow statement, comprises cash in hand and deposits repayable on demand, less overdrafts payable on demand.  Liquid resources are current asset investments which are disposable without curtailing or disrupting the business and are either readily convertible into known amounts of cash at or close to their carrying values or traded in an active market. Liquid resources comprise term deposits of less than one year (other than cash) and investments in money market managed funds. Loans and receivables The Company's loans and receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective interest method. Financial instruments The Company's principal financial assets are its investments and the policies in relation to those assets are set out above.  Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities. Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity. Financing strategy and capital structure FRS 29 'Financial Instruments: Disclosures' comprises disclosures relating to financial instruments. We define capital as shareholders' funds and our financial strategy in the medium term is to manage a level of cash that balances the risks of the business with optimising the return on equity. The Company currently has no borrowings nor does it anticipate that it will drawdown any borrowing facilities in the future to fund the acquisition of investments. The Company does not have any externally imposed capital requirements. Dividends Dividends payable are recognised as distributions in the financial statements when the Company's liability to make payment has been established.  This liability is established for interim dividends when they are paid, and for final dividends when they are approved by the shareholders. 2.         Income   28 February 2011 28 February 2010   £'000 £'000 Interest receivable on bank balances and bonds 1 15 Dividend income (including from money market securities)  291 241 Loan interest received 9 - Interest received relating to VAT rebate - 133   301 389 3.         Investment management fees   28 February 2011 28 February 2010   Revenue Capital Total Revenue Capital Total   £'000 £'000 £'000 £'000 £'000 £'000 Investment management fee 139 418 557 112 338 450 Management fee VAT rebate - - - (145) (435) (580)   139 418 557 (33) (97) (130) For the purposes of the revenue and capital columns in the Income Statement, the management fee (including VAT where applicable) has been allocated 25% to revenue and 75% to capital, in line with the Board's expected long term return in the form of income and capital gains respectively from the Company's investment portfolio. 4.         Other expenses   28 February 2011 28 February 2010   £'000 £'000 Directors' remuneration 60 60 Fees payable to the Company's auditor for the audit of the financial statements 25 22 Other expenses 125 101   210 183 The total expense ratio for the Company for the year to 28 February 2011 was 2.6 per cent (2010: 3.2 per cent). 5.         Directors' remuneration   28 February 2011 28 February 2010   £'000 £'000 Directors' emoluments Michael Reeve 24 24 Roger Smith 18 18 Stephen Hazell-Smith 18 18   60 60 None of the Directors received any other remuneration or benefit from the Company during the year.  The Company has no employees other than non-executive Directors.  The average number of non-executive Directors in the year was three (2010: three). 6.         Merger costs At the time of the consolidation of Octopus AIM VCT plc and Octopus Phoenix VCT plc, the prospectus estimated that total costs to combine the Company with Octopus Phoenix VCT plc would be £199,000. The actual costs were £208,000. £52,000 of this was borne by Octopus Phoenix VCT plc, while £156,000 was borne by the Company due to the relatively higher total net assets of the Company. The total stamp duty on the issue of shares was £29,000 (£7,000 of this was borne by Octopus Phoenix VCT when determining its assets and liabilities at the date of the merger). The cash payment of the total £29,000 was borne by the Company. £134,000 is disclosed as merger costs in the Income Statement as the stamp duty went to the share premium account. Further details of the merger can be found in note 18. 7.         Tax on ordinary activities The corporation tax charge for the year was £nil (2010: £nil) Factors affecting the tax charge for the current year: The current tax charge for the year differs from the small companies rate of corporation tax in the UK of 21% (2010: 21.0%).  The differences are explained below. Current tax reconciliation: 28 February 2011 28 February 2010   £'000 £'000 Profit/(loss) on ordinary activities before tax 6,056 6,551 Current tax at 21% (2010: 21%) 1,272 1,376 Income not liable to tax (50) (50) Expenses not deductible for tax purposes 37 (1,306) Losses not subject to tax (1,401) - Excess management expenses 142 (20) Total current tax charge - - Approved venture capital trusts are exempt from tax on capital gains within the Company.  Since the Directors intend that the Company will continue to conduct its affairs so as to maintain its approval as a venture capital trust, no current deferred tax has been provided in respect of any capital gains or losses arising on the revaluation or disposal of investments. 8.         Dividends   28 February 2011 28 February 2010   £'000 £'000 Recognised as distributions in the financial statements for the year Previous year's final dividend - 632 Current year's interim dividend 1,933 853   1,933 1,485   28 February 2011 28 February 2010   £'000 £'000 Paid and proposed in respect of the year Interim dividend - 5.0p per share (2010: 2.5p per share) 1,933 705 Final dividend proposed: 2.5p per share (2010: nil per share) 1,060 -   2,993 705 9.         Return per share - basic and diluted The return per share is based on profit after tax of £6,056,000 (2010: £6,551,000), and 35,243,827 Ordinary shares (2010: 29,646,204), being the weighted average number of shares in issue during the year. There are no potentially dilutive capital instruments in issue and, as such, the basic and diluted earnings per share are identical. 10.        Net asset value per share - basic and diluted The calculation of net asset value per share as at 28 February 2011 is based on net assets of £38,940,000 (2010: £23,644,000) divided by 41,247,611 (2010: 28,824,452) Ordinary shares in issue at that date (excluding Treasury shares). 11.        Fixed asset investments Effective from 1 January 2009 the Company adopted the amendment to FRS 29 regarding financial instruments that are measured in the balance sheet at fair value; this requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: Level 1: quoted prices in active markets for identical assets and liabilities. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held is the current bid price. These instruments are included in level 1 and comprise AIM listed investments classified as held at fair value through profit or loss. Level 2: the fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. The Company holds no such investment in the current or prior year. Level 3: the fair value of financial instruments that are not traded in an active market (for example investments in unquoted companies) is determined by using valuation techniques such as earnings multiples. If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. There have been no transfers between these classifications in the period (2010: none). The change in fair value for the current and previous year is recognised through the profit and loss account. All items held at fair value through profit or loss were designated as such upon initial recognition. Movements in investments at fair value through profit or loss during the year to 28 February 2011 are summarised below and in note 12.   Level 1: Quoted Level 3: Unquoted Total investments prices loan investments   £'000 £'000 £'000 Valuation and net book amount: Book cost at 1 March 21,951 - 21,951 2010 Opening unrealised (5,007) - (5,007) loss at 1 March 2010 Valuation at 1 March 16,944 - 16,944 2010 Movement in the year:   - Purchases at cost 6,112 - 6,112 Assets acquired from 5,609 300 5,909 Octopus Phoenix VCT plc Proceeds from the sale (7,572) - (7,572) of investments Gain on realisation of 2,611 - 2,611 investments Change in fair value 4,045 - 4,045 in year Closing fair value at 27,749 300 28,049 28 February 2011 Closing cost at 28 27,464 300 27,764 February 2011 Closing unrealised 285 - 285 gain at 28 February 2011 Valuation at 28 27,749 300 28,049 February 2011 Level 1 valuations are valued in accordance with the bid-price on the relevant date. Further details of the fixed asset investments held by the Company are shown within the Investment Manager's Review. Level 3 valuations include assumptions based on non-observable market data, such as discounts applied either to reflect impairment of financial assets held at the price of recent investment, or to adjust earnings multiples. All investments are designated as fair value through profit or loss from the time of acquisition, and all capital gains or losses on investments so designated.  Given the nature of the Company's venture capital investments, the changes in fair value of such investments recognised in these financial statements are not considered to be readily convertible to cash in full at the balance sheet date and accordingly these gains are treated as unrealised. When the Company revalues the investments still held during the period, any gains or losses arising are credited / charged to the Capital reserve unrealised. When an investment is sold any balance held on the Capital reserve unrealised is transferred to the Capital reserve realised as a movement in reserves. At 28 February 2011 and 28 February 2010 there were no commitments in respect of investments approved by the manager but not yet completed. Transaction costs on purchases and disposals for the year were £18,000 and £23,000 respectively. 12.        Current asset investments at fair value through profit and loss Current asset investments represent level 1 investments as described in note 11 above. All current asset investments relate to money market funds*.     £'000 £'000 Valuation and net book amount: Book cost at 1 March 2010   6,732 Opening unrealised gain/(loss) as at 1 March 2010   - Valuation as at 1 March 2010     6,732 Movement in year: Purchases at cost   27,479 Disposal proceeds   (23,556) Profit/(loss) in year on realisation of investments   - Revaluation in year   - Closing valuation as at 28 February 2011     10,655 Book cost at 28 February 2011     10,655 Closing unrealised gain/(loss) as at 28 February 2011     - Closing valuation as at 28 February 2011     10,655 *Money market funds represent money held pending investment and can be accessed with 1 working day notice. Transaction costs on purchases and disposals for the year were £nil (2010: £nil). 13.        Debtors   28 February 2011 28 February 2010   £'000 £'000 Prepayments and accrued income 19 27   19 27 14.        Creditors: amounts falling due within one year   28 February 2011 28 February 2010   £'000 £'000 Accruals 210 171 Other creditors 48 41   258 212 ------------------------------------------------------- 15.        Share capital   28 February 2011 28 February 2010   £'000 £'000 Authorised: 70,000,000 Ordinary shares of 1.0p (2010: 50.0p) 700 35,000 Allotted and fully paid up: 41,247,611 Ordinary shares of 1.0p (2010: 31,856,029 shares of 50.0p) 412 15,928 The value of shares to be issued at 28 February 2011 amounted to £352,000 (2010: £nil). This represented 366,285 Ordinary shares at 96.10 pence per share. During the year, Ordinary shares were re-designated from 50p shares to 1p shares. The capital of the Company is managed in accordance with its investment policy with a view to the achievement of its investment objective as set on page x. The Company is not subject to any externally imposed capital requirements. In the year to 28 February 2011, 7,935,637 Ordinary shares were issued to acquire the assets and liabilities of Octopus Phoenix VCT plc. During the year the Company repurchased the following shares to be cancelled: Date Number of shares Price per share Total value of shares 11 March 2010 78,648 74.0p 58,200 6 October 2010 220,331 72.5p 159,740 15 October 2010 254,711 79.0p 201,222 29 October 2010 125,558 79.5p 99,819 12 November 2010 49,895 80.0p 39,916 3 December 2010 83,200 79.5p 66,144 7 December 2010 10,000 79.5p 7,950 23 December 2010 82,530 81.87p 67,567 28 January 2011 119,054 84.5p 100,601 Totals 1,023,927   801,159 The total nominal value of the shares repurchased for cancellation was £49,776 representing 12.1% of the issued share capital. The Company issued the following shares during the year to 28 February 2011: * 1 April 2010: 194,484 Ordinary shares at a price of 89.40p * 5 April 2010: 11,354 Ordinary shares at a price of 89.40p * 6 October 2010: 461,387 Ordinary shares at a price of 94.59p * 10 November 2010: 760,281 Ordinary shares at a price of 95.45p * 9 December 2010: 1,334,682 Ordinary shares at a price of 96.20p * 7 January 2011: 1,707,082 Ordinary shares at a price of 100.00p * 11 February 2011: 968,178 Ordinary shares at a price of 98.84p 16.        Reserves Own Special Capital Capital Capital shares Share Share distributable redemption reserve reserve held in Revenue   capital premium reserve* reserve realised* unrealised* treasury reserve*   £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 As at 1 March 2010 15,928 1,490 16,358 10,483 (13,478) (5,007) (2,447) 317 Repurchase of own shares (50) - (801) 50 - - - - Share capital reorganisation (14,222) - - 14,222 - - - - Shares issued 154 4,841 - - - - - - Cancellation of capital redemption reserve - (1,561) 12,084 (10,523) - - - - Shares issued to acquire the assets and liabilities of Octopus Phoenix VCT plc 80 6,576 - - - - - - Stamp duty on shares issued to acquire the net assets of Octopus Phoenix VCT plc - (29) - - - - - - Cancellation of Treasury shares (1,478) - (2,447) 1,478 - - 2,447 - Loss on ordinary activities after tax - - - - - - - (182) Management fees allocated as capital expenditure - - - - (418) - - - Current year gains on disposal - - - - 2,611 - - - Prior period holding (losses)/gains now crystallised - - - - (1,247) 1,247 - - Current period gains on fair value of investments - - - - - 4,045 - - Dividends paid - - - - (1,933) -  - - Balance as at 28 February 2011 412 11,317 25,194 15,710 (14,465) 285 - 135 *These reserves are considered distributable to shareholders Following the approval by shareholders at the EGM held on 1 July 2010, the Company divided all Ordinary shares of 50p into one Ordinary share of 1p and one Deferred share of 49p. The Deferred shares were then bought back for an aggregate amount of 1p and cancelled as issued. This restructuring resulted in a simplification of the share capital of the Company, whilst also creating capital redemption reserves. In the year to 28 February 2010 it was brought to the attention of the Directors that during the financial years 2008/2009 and 2009/2010, share repurchases of 2,052,423 shares for a consideration of £1,460,991 in total, were not carried out in a manner consistent with the requirements of the Companies Act 2006. This lead to the temporary suspension of share buybacks and dividends. However following the court order obtained on 15 September 2010, sufficient distributable reserves were created by cancelling the share premium account and the capital redemption reserve. When the Company revalues its investments during the period, any gains or losses arising are credited/charged to the Income Statement. Changes in fair value of investments held are then transferred to capital reserves unrealised. When an investment is sold any balance held on the capital reserve unrealised is transferred to the capital reserve realised as a movement in reserves. The purpose of the special distributable reserve was to create a reserve which will be capable of being used by the Company to pay dividends and for the purpose of making repurchases of its own shares in the market with a view to narrowing the discount at which the Company's shares trade to net asset value. 17.        Financial instruments and risk management The Company's financial instruments comprise equity investments, cash balances and liquid resources including debtors and creditors. The Company holds financial assets in accordance with its investment policy of investing mainly in a portfolio of VCT qualifying unquoted and AIM-quoted securities whilst holding a proportion of its assets in cash or near-cash investments in order to provide a reserve of liquidity. Fixed and current asset investments (see note 11 and 12) are valued at fair value. For quoted investments this is bid price. The fair value of all other financial assets and liabilities is represented by their carrying value in the balance sheet.  The Directors believe that the fair value of the assets held at the year end is equal to their book value. In carrying on its investment activities, the Company is exposed to various types of risk associated with the financial instruments and markets in which it invests. The most significant types of financial risk facing the Company are price risk, interest rate risk, credit risk and liquidity risk. The Company's approach to managing these risks is set out below together with a description of the nature and amount of the financial instruments held at the balance sheet date. Fair value methods and assumptions Where investments are in quoted stocks, fair value is set as market price, discounted if appropriate. Market risk The Company's strategy for managing investment risk is determined with regard to the Company's investment objective. The management of market risk is part of the investment management process and is a central feature of venture capital investment. The Company's portfolio is managed in accordance with the policies and procedures described in the Corporate Governance statement, having regard to the possible effects of adverse price movements, with the objective of maximising overall returns to shareholders. Investments in smaller companies, by their nature, usually involve a higher degree of risk than investments in larger companies quoted on a recognised stock exchange, though the risk can be mitigated to a certain extent by diversifying the portfolio across business sectors and asset classes. The overall disposition of the Company's assets is regularly monitored by the Board. Details of the Company's investment portfolio at the balance sheet date are set out in the investment managers review. 71.3% (28 February 2010: 71.7%) by value of the Company's net assets comprises equity securities listed on the London Stock Exchange or quoted on AIM. A 10% increase in the bid price of these securities as at 28 February 2011 would have increased net assets and the total return for the year by £2,804,900 (2010: £1,694,000); a corresponding fall would have reduced net assets and the total return for the year by the same amount. Interest rate risk Some of the Company's financial assets are interest-bearing.  As a result, the Company is exposed to fair value interest rate risk due to fluctuations in the prevailing levels of market interest rates. Fixed rate The table below summarises weighted average effective interest rates for the fixed interest-bearing financial instruments:   As at 28 February 2011 As at 28 February 2010 Weighted Weighted average Total fixed average Total fixed time for rate Weighted time for rate Weighted which portfolio average which rate portfolio average rate is by interest is fixed by interest fixed in   value £'000 rate % in years value £'000 rate % years Fixed- interest investments 300 6.0% 3.5 - - - Floating rate The Company's floating rate investments comprise cash held on interest-bearing deposit accounts and, where appropriate, within interest bearing money market securities.  The benchmark rate which determines the rate of interest receivable on such investments is the bank base rate, which was 0.5% at 28 February 2011 (2010: 0.5%).  The amounts held in floating rate investments at the balance sheet date were as follows: 28 February 2011 28 February 2010   £'000 £'000 Current asset investments 10,655 6,732 Cash at bank 475 153   11,130 6,885 A 1% increase in the base rate would increase income receivable from these investments and the total return for the year by £111,300 (2010: £68,850). Credit risk Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company. The Investment Manager and the Board carry out a regular review of counterparty risk. The carrying values of financial assets represent the maximum credit risk exposure at the balance sheet date. At 28 February 2011 the Company's financial assets exposed to credit risk comprised the following:   28 February 2011 28 February 2010   £'000 £'000 Current investments 10,655 6,732 Cash at bank 475 153 Accrued dividends and interest receivable 14 24   11,144 6,909 Credit risk relating to listed money market securities is mitigated by investing in money market instruments issued by major companies and institutions with a minimum Moody's long term debt rating of 'A'. Those assets of the Company which are traded on recognised stock exchanges are held on the Company's behalf by third party custodians.  Bankruptcy or insolvency of a custodian could cause the Company's rights with respect to securities held by the custodian to be delayed or limited. Credit risk arising on the sale of investments is considered to be small due to the short settlement and the contracted agreements in place with the settlement lawyers. The Company's interest-bearing deposit and current accounts are maintained with BlackRock. Other than cash or liquid money market funds, there were no significant concentrations of credit risk to counterparties at 28 February 2011 or 28 February 2010. Liquidity risk The Company's financial assets include investments in AIM-quoted companies, which by their nature; involve a higher degree of risk than investments on the main market.  As a result, the Company may not be able to realise some of its investments in these instruments quickly at an amount close to their fair value in order to meet its liquidity requirements, or to respond to specific events such as deterioration in the creditworthiness of any particular issuer. The Company's listed money market securities are considered to be readily realisable as they are of high credit quality as outlined above. The Company's liquidity risk is managed on a continuing basis by the Investment Manager in accordance with policies and procedures laid down by the Board. The Company's overall liquidity risks are monitored on a quarterly basis by the Board. The Company maintains sufficient investments in cash and readily realisable securities to pay accounts payable and accrued expenses.  At 28 February 2011 these investments were valued at £11,130,000, (28 February 2010: £6,885,000). 18.        The transfer of assets and liabilities of Octopus Phoenix VCT plc ('Merger') On 12 August 2010, following approval from shareholders at the Extraordinary General Meeting on 4 August 2010, shareholders of Octopus Phoenix VCT had their shares converted into Octopus AIM VCT shares on a relative net asset value basis. 7,935,637 Octopus AIM VCT Ordinary shares were issued from this process, at a total value of £6,656,000. Subsequently and on the same day, Octopus Phoenix VCT was placed into members' voluntary liquidation pursuant to a scheme of reconstruction under section 110 of the insolvency act 1986. The net asset values (NAV) of each fund used for the purposes of conversion at the calculation date of 11 August 2010 were: +-------------------------+-------------------+--------------------------+ | Company | NAV per share (p) | Conversion ratio applied | +-------------------------+-------------------+--------------------------+ | Octopus AIM VCT plc | 83.82304434 | 1.00000000 | +-------------------------+-------------------+--------------------------+ | Octopus Phoenix VCT plc | 36.02100217 | 0.42972672 | +-------------------------+-------------------+--------------------------+ For further details see notes 11, 15 and 16.  19.       Post balance sheet events The following events occurred between the balance sheet date and the signing of these financial statements: Shares issued * 22 March 2011: 1,921,283 Ordinary shares at a price of 96.10p * 30 March 2011: 1,114,877 Ordinary shares at a price of 96.51p * 5 April 2011: 1,924,332 Ordinary shares at a price of 95.87p * 19 April 2011: 56,933 Ordinary shares at a price of 96.61p Shares bought back for cancellation: * 4 March 2011: 53,224 Ordinary shares at a price of 84.25p * 24 March 2011: 53,189 Ordinary shares at a price of 81.75p * 21 April 2011: 90,277 Ordinary shares at a price of 82.00p Investments bought/sold * 3 March 2011: 6,502 shares in Brooks Macdonald were disposed for £70,080, realising a profit of £60,977. * 27 April 2011: 500 shares in Brooks Macdonald were bought for £5,954 20.        Contingencies, guarantees and financial commitments There were no contingencies, guarantees or financial commitments as at 28 February 2011 (2010: none). 21.       Related party transactions Octopus Investments has been employed as Investment Manager throughout the year. Octopus AIM VCT plc has paid Octopus Investments £557,000 (2010: £450,000) in management fees during the year. At 28 February 2011, £155,000 was outstanding (2010: £119,000). The management fee is payable quarterly in arrears and is based on 2.0% of the NAV calculated at bi-annual intervals as at 28 February or 31 August as the case may be. 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: Octopus AIM VCT PLC via Thomson Reuters ONE [HUG#1519126]
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