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. Â 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: Â Â Â Â Â Â Â Â Â March 2005
Cost:                                      £800,000
Valuation:                              £2,147,000
Equity held:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 1. 90%
Last audited accounts:Â Â Â Â Â Â 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: Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â July 2010
Cost:                                      £931,000
Valuation:                              £1,357,000
Equity held:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 3.29%
Last audited accounts:Â Â Â Â Â Â 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: Â Â Â Â Â Â Â Â August 2010
Cost:                                      £901,000
Valuation:                              £1,351,000
Equity held:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 1.36%
Last audited accounts:Â Â Â Â Â Â 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: Â Â Â Â Â Â Â Â Â July 2008
Cost:                                      £596,000
Valuation:                              £1,110,000
Equity held:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 0.86%
Last audited accounts:Â Â Â Â Â Â Â 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: Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â November 2005
Cost:                                       £523,000
Valuation:                                       £1,098,000
Equity held: Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 2.25%
Last audited accounts:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 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: Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â May 2009
Cost:                                                   £528,000
Valuation:                                           £1,034,000
Equity held:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 0.45%
Last audited accounts:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 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: Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â December 2010
Cost:                                                  £741,000
Valuation:                                       £980,000
Equity held: Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 2.34%
Last audited accounts:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 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: Â Â Â Â Â Â Â Â Â December 2007
Cost:                                      £303,000
Valuation:                              £861,000
Equity held:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 2.70%
Last audited accounts:Â Â Â Â Â Â Â 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: Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â May 2007
Cost:                                                   £362,000
Valuation:                                           £845,000
Equity held:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 1.40%
Last audited accounts:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 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: Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â September 2007
Cost:                                                   £183,000
Valuation:                                           £799,000
Equity held:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 0.52%
Last audited accounts:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â 30 June 2010
Profit before tax:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â $7.3 million
Net assets:Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â Â $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 | Â Â Â |
| |
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 | Â 28,049| Â 16,944|
| | |
Current assets: Â | Â Â | Â Â |
| | |
Investments* 12 | 10,655 Â | 6,732 Â |
| | |
Debtors 13 | 19 Â | 27 Â |
| | |
Cash at bank  | 475  | 153  |
| | |
  |  11,149|  6,912|
| | |
Creditors: amounts falling due | | |
within one year 14 | Â (258)| Â (212)|
| | |
Net current assets  |  10,891|  6,700|
| | |
  |   |   |
| | |
Net assets  |  38,940|  23,644|
| | |
  |   |   |
| | |
Called up equity share capital 15 | 412 Â | 15,928 Â |
| | |
Shares to be issued 15 | 352 Â | - Â |
| | |
Share premium 16 | 11,317 Â | 1,490 Â |
| | |
Special distributable reserve 16 | 25,194 Â | 16,358 Â |
| | |
Capital redemption reserve 16 | 15,710 Â | 10,483 Â |
| | |
Capital reserve realised 16 |(14,465) Â |(13,478) Â |
| | |
Capital reserve 16 | | |
unrealised                     | 285  | (5,007)  |
| | |
Own shares held in treasury 16 | - Â | (2,447) Â |
| | |
Revenue Reserve 16 | 135 Â | 317 Â |
| | |
Total equity shareholder's funds  |  38,940|  23,644|
| | |
Net asset value per share - basic | | |
and diluted 10 | Â 94.4p| Â 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| Â | |
of period | | 23,644| 19,443
| | |
Profit for the period | Â | 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| Â | |
Treasury | | -| (811)
| | |
Share capital bought back | Â | (801)| (54)
| | |
Issue of shares | Â | 4,995| -
| | |
Shares to be issued | Â | 352| -
| | |
Dividends paid | 8 | (1,933)| (1,485)
| | |
Shareholders' funds at end | Â | 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: Â | Â |
| |
Purchase of fixed asset | |
investments 11 | (6,112)| (2,784)
| |
Sales of fixed asset | |
investments 11 | 7,572| 4,839
| |
 |  |
| |
Management of liquid | |
resources: Â | Â |
| |
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  |  |
| |
| Â |
Cash received on acquisition of net assets | |
of Octopus Phoenix VCT plc | 747| -
| |
| Â |
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 |Â | 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 |Â | (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. Â 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)Â 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. Â Â Â Â Â Â Â 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. Â Â Â Â Â Â 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: Â -
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 Â 6,732
Opening unrealised gain/(loss) as at 1 March 2010 Â -
Valuation as at 1 March 2010 Â Â 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 Â Â 10,655
Book cost at 28 February 2011 Â Â 10,655
Closing unrealised gain/(loss) as at 28 February 2011 Â Â -
Closing valuation as at 28 February 2011 Â Â 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 Â 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) -Â - -
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. Â Â Â Â Â Â 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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