Final Results - Replacement

Octopus Titan 2 VCT plc Final Results - Replacement 13 February 2009 The following replaces the Final Results announcement released 13 February 2009 at 11.01. The previous announcement referred to incorrect dividend record and payment dates. The correct record date is 13 March 2009 and the correct payment date is 9 April 2009. The full correct version of the announcement appears below. Octopus Titan 1 VCT plc (the "Company"), managed by Octopus Ventures Limited, a subsidiary of Octopus Investments Limited, today announces the final results for the year ended 31 October 2008. These results were approved by the Board of Directors on 12 February 2009. You may view the Annual Report in full at www.octopusinvestments.com and navigating to the VCT Annual and Interim Reports under the 'Learn More' section. About Octopus Titan VCT 2 plc Octopus Titan VCT 2 plc ("Titan 2", "Company" or "Fund") is a venture capital trust ("VCT") which aims to provide shareholders with attractive tax-free dividends and long-term capital growth, by investing in a diverse portfolio of predominately unquoted companies. The Company is managed by Octopus Ventures Limited ("Octopus" or "Manager"). Octopus Ventures Limited is a subsidiary of Octopus Investments Limited. Titan 2 was incorporated on 12 October 2007 with the first allotment of equity being 19 December 2007. In collaboration with Octopus Titan VCT 1 plc ("Titan 1"), the funds raised over £30.8 million in aggregate (£29.5 million net of expenses) through an offer (the "Offer") for subscription which closed on 16 May 2008. Titan 2 will invest primarily in unquoted UK smaller companies and aims to deliver absolute returns on its investments. Further details of the Fund's progress are discussed in the Chairman's Statement and Investment Managers Review on pages 4 to 9. Financial Highlights As at 31 October 2008 Net assets (£'000s) 14,036 Net loss after tax (£'000s) (722) Net asset value per share 89.9p Dividend per share - proposed 0.5p Chairman's Statement I am pleased to report on the first annual report for the period ended 31 October 2008 for Octopus Titan VCT 2 plc. Background As I reported in the Half-Yearly Report, the Fund opened in November 2007 and raised over £15.4 million, before expenses, by the time it closed on 16 May 2008. When combined with our sister fund, Octopus Titan VCT 1 plc, over £30.8 million was raised in the Offer, making it one of the largest VCTs launched in the 2007/2008 tax year. Net Asset Value It is disappointing to have to report a reduction in net asset value per share ("NAV") from 94.5p at initial investment to 89.9p at the period end. The disappointing capital loss, albeit unrealised, has resulted primarily on the money market portfolio managed by Goldman Sachs and the OEICs by Octopus Investments. At 31 October, when market turmoil was at its height, the portfolio of bonds, money market funds and OEICs was showing a significant loss, most of which I am pleased to say has now been recovered. Your Board have reviewed the management of the funds managed by Goldman Sachs held prior to its investment into unquoted opportunities and decided that the primary objective is capital preservation. We will continue to closely monitor the performance of these funds during these uncertain times. Your Board has decided to propose a final revenue dividend of 0.5p per share. Under investment company regulations, we are required to retain no more than 15% of our revenue return each year. Whilst our primary aim is to create distributable capital gains, we anticipate declaring modest dividends in the early years although these are likely to be smaller than originally envisaged due to the substantial reduction in interest rates. Investment Portfolio During the second half of the year, the Fund made four unquoted investments amounting to £2,052,000 and a further one since the year end amounting of £559,000, as set out in more detail in the Investment Manager's Review on pages 6 to 9. In the case of the first of these investments, lower than expected results since we made our investment have necessitated a write down in the valuation. However on balance our Manager is encouraged by the performance of the unquoted portfolio and the good flow of investment opportunities which it is seeing. VAT on Management Fees The Government has announced that VCTs will be exempt from paying VAT on investment management fees with effect from 1 October 2008. This follows a European Court of Justice Judgement against the Government in a case relating to VAT payable by investment trusts. It is now almost certain that a VAT repayment will be obtained in relation to VAT paid on management fees prior to 1 October 2008. However, the extent and timing of repayments is not yet known. We will follow developments with the help of our advisers. The saving in VAT for the 2008/2009 year should amount to around £42,000. VCT Qualifying Status PricewaterhouseCoopers LLP provides the Board and Investment Manager with advice concerning ongoing compliance with Her Majesty's Revenue & Customs ("HMRC") rules and regulations concerning VCTs. The Board has been advised that Octopus Titan VCT 2 plc is in compliance with the conditions laid down by HMRC for maintaining approval as a VCT. This is discussed further in Shareholder Information on page 10. A key requirement now is to achieve the 70% qualifying investment level, within the required timescale. As at 31 October 2008 over 13.1% of the portfolio (as measured by HMRC rules) was invested in VCT qualifying investments. Your Board continue to be confident that the 70% target will be met by the required date. Outlook Notwithstanding the disappointing performance of the money market portfolio, we view the future with confidence. Stability seems to be gradually returning to the markets and a good proportion of the unrealised losses on the money market portfolio as at 31 October 2008 has been recovered. Whilst the return on that part of the portfolio will reduce as interest rates remain low, we do have a portfolio of bonds which are showing an attractive yield when compared to current interest rates. Of greater importance, our investment manager is seeing an increasing number of interesting investment opportunities which we believe can only increase during a period of restrictions in bank lending. We anticipate that 2009 will show more realistic prices being asked for the unquoted opportunities. This will be good for the Fund over the longer term and allow us to deliver our aim of generating attractive returns for shareholders in the medium to long term. John Hustler Chairman 12 February 2009 Investment Manager's Review During the period, fundraising was completed and we began the investment process. As is the norm for VCTs, we have until the end of the third accounting period in which to build the number of holdings and achieve the 70% investment requirement. There has been significant upheaval and volatility in the financial markets that has been well documented by the press. As a result, to date only a small proportion of funds have been committed to qualifying companies. Investment Policy The investment approach of Titan 2 is not designed to deliver a return that is measured against a stock market index. Instead, the focus of Titan 2 is on generating absolute returns over the medium-term. In order to achieve this goal, the Fund will focus on providing early stage, development and expansion funding to unquoted companies with a typical deal size of £0.25 million to £1 million. Investment Strategy The investee companies are those that we believe have great potential but need some financial support to realise it. Each company that we target will have the potential to create a large business by taking a relatively modest market share. We are particularly interested in businesses that address current market trends and aim to create a balanced investment portfolio spanning multiple industries and business sectors. We expect that the portfolio of holdings built by Titan 2 will encompass investments in 20-25 unquoted companies, with a focus on the environmental, technology, media, telecoms, consumer lifestyle and wellbeing sectors. It is envisaged that, at the end of the three year initial investment period, 75-85% of the proceeds of the Offer will be invested in a range of qualifying investments with 15-25% invested in a combination of cash, money market securities and Open ended investment companies ("OEIC's")* managed by Octopus. *Titan invests in two OEICs managed by the Octopus AIM fund managers, these are the CF Octopus Partner Fund - Absolute Return and CF Octopus Partner Fund - UK Smaller Companies Portfolio Review As at 31 October 2008 net asset value per share ("NAV"), calculated as the value of all the assets held by the Fund divided by the number of shares in issue, stood at 89.9p, down from the initial NAV at original investment of 94.5p (post initial fees) in April 2008, representing a fall of 4.9%. By contrast, over the same period, the FTSE 100 Index fell 32.0%, the FTSE AIM-All Share Index fell 57.3% and the FTSE UK Smaller Companies Index fell 49.4%. Fortunately, the structure of VCTs allows us to invest relatively slowly, so we are able to be patient and not rush into investments. In the short to medium term, we aim to make the most of low company valuations for investors and take advantage of the opportunities inherent in the current environment We have taken a cautious approach to investments, only investing 13.9% of the Fund in unquoted companies at this stage. Investments in cash and money market securities were also made into a series of instruments by our cash asset manager Goldman Sachs. Unfortunately, due to the challenging economic environment and upheavals in the bond and debt markets, this led to a 2.1p unrealised loss. However, since the year end this has already recovered by 1.8p. Investment Portfolio In the period under review we have made four investments into qualifying companies as below: GB Environmental Limited Two investments were made in GB Environmental (GBE) in 2008. The company provides a range of products for use in the disinfection of air and liquids, and on surfaces by ultra-violet (UV) radiation. GBE's products are simple, elegant in design, easily scalable and are protected by a number of patents for the UV lamp cleaning mechanism and chamber design. GBE owns patents covering the retrofitting of UVC systems into air conditioning ducts, the pasteurisation of fluids at room temperature and the surface disinfection of perishable goods and their packaging. The company focuses on the food and drink sector where there are strong needs for liquid, air, surface and food disinfecting products. In August 2008, GB Environmental announced the appointment of a new CEO, Rosemary Mason. She undertook an extensive review of the business to produce a new business plan by the end of the year. An interim plan was also presented to major shareholders, who approved a new set of three and six month milestones. Meanwhile, £650,000 was invested by current shareholders, (including £125,000 from Titan 2), to fund the company until March 2009. The company has developed a prototype for new equipment which will be run at a plant in January 2009, while the production of its I-Pipe has been transferred to the main factory. Since the end of January it has been apparent that, in the current environment, the company is facing significant challenges. Your investment manager is in discussions with the management team and will update you on progress made in the period reviewed in the next Interim Management Statement. This will be published shortly after the Annual Report. Initial investment date: May 2008 (further investment in October 2008) Cost: £325,000 (Ordinary Shares and loan notes) Valuation: £314,811 Valuation basis: Last funding round Equity held: 11.3% Equity held by all funds managed by Octopus: 22.5% Last audited accounts: N/A True Knowledge Limited The business has developed an Internet search engine website that answers questions. Finding information on the internet currently involves a process of trial and error, hoping that the search engine retrieves the information you're looking for. True Knowledge has devised technology that resolves this fundamental problem by operating along a more intuitive system. It intelligently answers questions asked on any topic in plain English. It can be used just like a conventional search engine, but users can also add knowledge directly to it. The company is making progress in commercialising the technology. It has benefitted from recent BBC radio publicity leading to an increase in the number of users and facts added to the site. There are now over 120 million facts in the Knowledge base and almost 15,000 registered Beta test users. True Knowledge is now in discussions with major internet search companies regarding the use of its technology and it continues to identify new leads each week. The company's progress has been aided by expansion - it now employs 24 staff including a complete management team plus a back-end team that is working to develop its core intellectual property. The company remains on track in its development, with the current focus being "local data" search, to demonstrate its technology capability, with tests scheduled within the next few months. Initial investment date: July 2008 Cost: £681,282 (Ordinary Shares) Valuation: £681,282 Valuation basis: Fair Value (being cost) Equity held: 6.8% Equity held by all funds managed by Octopus: 13.5% Last audited accounts: 31 July 2008 Loss before interest & tax: £(528,796) Net assets: £1,954,024 The Key Revolution Limited An investment was made in 2008 into The Key Revolution. The work of The Key Revolution heralds the move towards 'cloud computing'. Its patented technology enables internet users to securely authenticate themselves and access their own files on any computer, then clear their text or data. The highly innovative Mobiu key device combines both SIM card and chip and pin features. Lost or stolen Mobiu keys can also be deactivated, ensuring total security. Over the last quarter, the company has made progress by identifying, engaging and selling to distributors and sellers. Key distributors such as Trust and Insight, are confident that the Mobiu will sell in large numbers (although this is still to be proven). While the company is behind its sales targets, this is believed to be due to underestimating the time necessary to move to saleable product, and subsequently build sales, rather than the quality of the product. The company is prepared for eventualities, with a Plan B proposal in place if difficulties arise, involving streamlining headcount and narrowing the marketing focus. As a result of the business being behind its budget we have revalued the investment to a value which represents its fair value at the period end. Initial investment date: May 2008 Cost: £411,068 (Ordinary Shares) Valuation: £205,534 Valuation basis: Provision Equity held: 10.0% Equity held by all funds managed by Octopus: 20.0% Last audited accounts: 31 March 2008 Loss before interest & tax: £(234,040) Net assets: £34,526 Calastone Limited In October 2008, an investment was made into Calastone. Calastone is the UK's only independent transaction service for the mutual fund industry. It enables buyers and sellers of mutual funds on different platforms to communicate orders electronically by providing a universal message communication and 'translation' service. This will be welcome in an industry which has not yet been able to invest in the real-time exchange of information between participants to date. Orders are commonly communicated by fax or telephone with a high level of manual re-keying and manual error correction. Calastone's 'translation' service means that neither the transmitter nor receiver need purchase additional technology or change their existing systems. Initial investment date: October 2008 Cost: £634,746 (Ordinary Shares) Valuation: £634,746 Valuation basis: Fair Value (being cost) Equity held: 7.5% Equity held by all funds managed by Octopus: 17.3% Last audited accounts: N/A Recent Investments Since the period end Titan 2 has made an investment of £559,000 into Zoopla.co.uk, an award-winning online property information service and community website. We will provide a full update on the investment in the next report. Outlook In the six months to 31 October 2008 we reviewed 374 business plans and met with 116 businesses. We continue to see a good deal flow and we are seeing strong management teams that are ambitious and highly entrepreneurial. In deciding to provide support to companies we are able to draw on the extensive industry knowledge and expertise within our own team, as well as from the Octopus Investor Group whose advice and knowledge is invaluable. These are exciting times to be investing as the current environment presents opportunities to invest at attractive valuations with the potential for rewards on recovery. We anticipate completing on a number of deals in the forthcoming months. If you have any questions on any aspect of your investment, please call one of the team on 0800 316 2347. Alex Macpherson Octopus Ventures Limited 12 February 2009 Directors' Responsibility Statement The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial period. Under that law the Directors have elected to prepare financial statements in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). The financial statements are required by law to 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 judgements and estimates that are reasonable and prudent; * state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and * prepare financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors confirm that to the best of their knowledge the financial statements for the period ended 31 October 2008 comply with the requirements set out above and that suitable accounting policies, consistently applied and supported by reasonable and prudent judgement, have been used in their preparation. They also confirm that the annual report includes a fair review of the development and performance of the business together with a description of the principal risks and uncertainties faced by the Company. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 1985. 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. Under applicable law and regulations, the Directors are responsible for preparing a Directors' Report (including Business Review), Directors' Remuneration Report and Corporate Governance Statement which comply with that law and those regulations. In so far as the Directors are aware: * there is no relevant audit information of which the Company's auditor is unaware; and * the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. The Company's financial statements are published on the Octopus Investments website. The investment manager is responsible for the maintenance and integrity of the corporate and financial information set out on their website; this is not the responsibility of the Company. The work carried out by Grant Thornton UK LLP as independent auditor of the Company does not involve consideration of the maintenance and integrity of the website and accordingly they accept no responsibility for any changes that have occurred to the financial statements since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions. To the best of my knowledge: * the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company; and * the management 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. On Behalf of the Board John Hustler Chairman 12 February 2009 Income Statement Period to 31 October 2008 Revenue Capital Total Notes £'000 £'000 £'000 Loss on valuation of fixed asset investments 10 - (215) (215) Loss on valuation of current asset investments 12 - (437) (437) Other income 2 326 - 326 Investment management fees 3 (55) (164) (219) Other expenses 4 (177) - (177) Profit/(loss) on ordinary activities before tax 94 (816) (722) Taxation on profit/(loss) on ordinary activities 6 - - - Profit/(loss) on ordinary activities after tax 94 (816) (722) Profit/(loss) per share - basic and diluted 8 1.0p (8.3)p (7.3)p * The 'Total' column of this statement is the profit and loss account of the Company; the supplementary revenue return and capital return columns have been prepared under guidance published by the Association of Investment Companies. * all revenue and capital items in the above statement derive from continuing operations * 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 period as set out above. Note of Historical Cost Profits and Losses Period ended 31 October 2008 £'000 Loss on ordinary activities before taxation (722) Loss on valuation of fixed asset 215 investments Loss on valuation of current asset 437 investments Realisation of prior years' net unrealised - gains on investment Historical cost loss on ordinary activities (70) before taxation Historical cost loss on ordinary activities (70) after taxation Reconciliation of Movements in Shareholders' Funds Period ended 31 October 2008 £'000 Shareholders' funds at start of year - Loss profit on ordinary activities after tax (722) Issue of equity (net of expenses) 14,758 Shareholders' funds at end of period 14,036 Balance Sheet As at 31 October 2008 Notes £'000 £'000 Fixed asset investments 10 1,837 Current assets: Debtors 11 162 Investments 12 11,663 Cash at bank 461 12,286 Creditors: amounts falling due within one year 13 (87) Net current assets 12,199 Total assets less current liabilities 14,036 Called up equity share capital 14 1,562 Share Premium 15 13,196 Capital reserve - realised 15 (164) - unrealised 15 (652) Revenue reserve 15 94 Total shareholders' funds 14,036 Net asset value per share 9 89.9p The accompanying notes are an integral part of the financial statements. The statements were approved by the Directors and authorised for issue on 12 February 2009 and are signed on their behalf by: John Hustler Chairman Cash Flow Statement Period to 31 October 2008 Notes £'000 Net cash outflow from operating activities (145) Financial investment : Purchase of fixed asset investments 10 (2,052) Management of funds : Purchase of current asset investments 11 (24,433) Sale of current asset investments 11 12,333 Financing : Issue of shares 15,443 Share issue expense (685) Increase in cash resources 461 Reconciliation of Net Cash Flow to Movement in Liquid Resources Period to 31 October 2008 £'000 Increase in cash at bank 461 Movement in cash equivalent securities 11,663 Opening net funds - Net funds at 31 October 12,124 Funds at 31 October comprised: Period to 31 October 2008 £'000 Cash at Bank 461 Bonds 5,209 Money Market Funds 3,021 OEICs 3,433 Net funds at 31 October 12,124 Reconciliation of Loss before Taxation to Cash Flow from Operating Activities Period to 31 October 2008 £'000 Loss on ordinary activities before tax (722) Loss on valuation of fixed asset investments 215 Loss on valuation of current asset investments 437 Increase in debtors (162) Increase in creditors 87 Outflow from operating activities (145) Notes to the Financial Statements 1. Principal Accounting policies The financial statements have been prepared under the historical cost convention, except for the revaluation of certain financial instruments, and in accordance with UK Generally Accepted Accounting Practice (UK GAAP). Where presentational guidance set out in the Statement of Recommended Practice (SORP) "Financial Statements of Investment Trust Companies", revised December 2005, is consistent with the requirements of UK GAAP, the directors have sought to prepare the financial statements on a consistent basis compliant with the recommendations of the SORP. The principal accounting policies are set out below. 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 unquoted investments, fair value is established in accordance with industry guidelines by using measurements of value such as price of recent transaction, earnings multiple and net assets; where no reliable fair value can be estimated using such techniques, unquoted investments are carried at cost subject to provision for impairment where necessary. Gains and losses arising from changes in fair value of investments are recognised as part of the capital return within the profit and loss account and allocated to the revaluation reserve. 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 profit and loss account and allocated to the revaluation reserve as appropriate. 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 of investments are recognised as part of the capital return within the income statement and allocated to the realised or unrealised capital reserve on the basis of whether 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 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), government securities, investment grade bonds and investments in money market managed funds, as well as Open ended investment companies. Loans and receivables The Company's loans and receivables are initially recognised at cost and subsequently measured at fair value, being amortised cost using the effective interest rate 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. 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 when the dividends proposed by the Board are approved by the shareholders. 2. Income 31 October 2008 Revenue Capital Total £'000 £'000 £'000 Money market funds & OEIC's - dividends 174 - 174 Bond interest receivable 107 - 107 Loan note interest receivable 45 - 45 326 - 326 3. Investment management fees 31 October 2008 Revenue Capital Total £'000 £'000 £'000 Investment management fee 45 135 180 Irrecoverable VAT thereon 10 29 39 55 164 219 As mentioned above in Accounting Policies, for the purposes of the revenue and capital columns in the income statement, the management fee (including VAT) has been allocated 25 per cent to revenue and 75 per cent 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. Octopus provides investment management and accounting and administration services to the Company under a management agreement which runs for a period of five years with effect from 2 November 2007 and may be terminated at any time thereafter by not less than twelve months' notice given by either party. No compensation is payable in the event of terminating the agreement by either party, if the required notice period is given. The fee payable, should insufficient notice be given, will be equal to the fee that would have been paid should continuous service be provided, or the required notice period was given. The basis upon which the management fee is calculated is disclosed within note 19 to the financial statements. The Chancellor of the Exchequer announced in his budget statement on 12 March 2008 that the Finance Act 2008 would contain draft legislation exempting VCTs from VAT on management fees with effect from 1 October 2008. This legislation has now been passed and as such all VCTs have been exempt from VAT on management fees from this date. 4. Other expenses 31 October 2008 Revenue Capital Total £'000 £'000 £'000 Accounting and administration services 32 - 32 Directors' remuneration 28 - 28 Fees payable to the Company's auditor for the audit of the financial statements 12 - 12 Fees payable to the Company's auditor for other services - tax compliance 3 - 3 Legal and professional expenses 38 - 38 Other expenses 64 - 64 177 - 177 Total annual running costs are capped at 3.2% of net assets (excluding irrecoverable VAT). For the period to 31 October 2008 the running costs were 2.1% of net assets. 5. Directors' remuneration 31 October 2008 £'000 Directors' emoluments John Hustler (Chairman) 13 Mark Faulker 8 Matt Cooper 7 28 None of the Directors received any other remuneration from the Company during the period however they did receive a small number of additional free shares upon application, resulting from a discount of the Offer charges. The Company has no employees other than non-executive Directors. The average number of non-executive Directors in the year was three. 6. Tax on ordinary activities The corporation tax charge for the period was £nil Factors affecting the tax charge for the current year: The current tax charge for the period differs from the standard rate of corporation tax in the UK of 29%. The differences are explained below. Current tax reconciliation: 31 October 2008 £'000 Loss on ordinary activities before tax (722) Current tax at 29% (209) Expenses not deductible for tax purposes 188 Unrelieved tax losses 21 Total current tax charge - Excess management charges of £221,000 have been carried forward at 31 October 2008 and are available for offset against future taxable income subject to agreement with HMRC. 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. 7. Dividends 31 October 2008 £'000 Proposed in respect of the year Proposed final dividend 0.5p per share 78 78 The final dividend of 0.5p per share for the period ended 31 October 2008, subject to shareholder approval at the annual general meeting, will be paid on 9 April 2009 to those shareholders on the register on 13 March 2009. 8. Loss per share The loss per share is based on loss after tax of £(722,000) and on 9,832,696 shares, being the weighted average number of shares in issue during the period. There are no potentially dilutive capital instruments in issue and, therefore no diluted returns per share figures are relevant. The basic and diluted earnings per share are therefore identical. 9. Net asset value per share The calculation of net asset value per share as at 31 October 2008 is based on net assets of £14,036,000 divided by 15,616,879 ordinary shares in issue at that date. 10. Fixed asset investments £'000 £'000 Movement in the year: Purchases at cost 2,052 Revaluation in year (215) Valuation at 31 October 2008 1,837 Book cost at 31 October 2008: - Ordinary shares 1,892 - Loan notes/other securities 160 Revaluation to 31 October 2008: - Ordinary shares (215) Valuation at 31 October 2008 1,837 Further details of the fixed asset investments held by the Company are shown within the Investment Manager's Review on pages 6 to 9. All investments are designated as fair value through profit or loss at 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. At 31 October 2008 there were no commitments in respect of investments approved by the manager but not yet completed. 11. Debtors 31 October 2008 £'000 Prepayments and accrued income 162 12. Current asset investments Current asset investments at 31 October 2008 comprised bonds, money market funds and OEICs. £'000 £'000 Movement in the year: Purchases at Cost 24,433 Disposal proceeds (12,333) Revaluation in year (437) Valuation as at 31 October 2008 11,663 Book cost at 31 October 2008: - Bonds 6,955 - Money Market Funds 1,603 - OEICs 3,542 Revaluation to 31 October 2008: - Bonds (254) - Money Market Funds (74) - OEICs (109) Valuation as at 31 October 2008 11,663 When the Company revalues its investments during the period, any gains or losses arising are credited / charged to the Capital reserve - unrealised unless any diminution in value is considered to be permanent, in which case it is charged to the Capital reserve - realised. 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. 13. Creditors: amounts falling due within one year 31 October 2008 £'000 Accruals 79 Other creditors 8 87 14. Share capital 31 October 2008 £'000 Authorised: 50,000,000 ordinary shares of 10p 5,000 Allotted and fully paid up: 15,616,879 ordinary shares of 10p 1,562 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 15. The Company is not subject to any externally imposed capital requirements. The Company issued 15,616,879 shares during the year at a price of 100p per share. On 17 October 2007, the company made an allotment of 50,000 Redeemable Preference shares of £1 each. These shares were allotted at par and £0.25 was paid on each share. These were subsequently redeemed on 21 January 2008, out of the proceeds of a first share issue. As a result, no capital Redemption Reserve transfer was deemed necessary. Following this redemption, a resolution was passed whereby these preference shares were re-designated as ordinary shares of 10p each and rank pari-passu with the existing ordinary shares. 15. Reserves Capital Capital Share reserve reserve Revenue Premium realised unrealised reserve £'000 £'000 £'000 £'000 As at date of incorporation - - - - Loss on ordinary activities after tax - - - (722) Capitalisation of management fees - (164) - 164 Gains/losses on revaluation - - (652) 652 Issue of Equity 13,196 - - - Balance as at 31 October 2008 13,196 (164) (652) 94 When the Company revalues its investments during the period, any gains or losses arising are credited/charged to the income statement. Unrealised gains/(losses) are then transferred to the Capital reserve - unrealised. When an investment is sold any balance held on the capital reserve - unrealised reserve is transferred to the capital reserve - realised as a movement in reserves. 16. Financial instruments and risk management The Company's financial instruments comprise equity and fixed interest 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 securities whilst holding a proportion of its assets in cash or near-cash investments in order to provide a reserve of liquidity. Fixed asset investments (see note 10) are valued at fair value. Unquoted investments are carried at fair value as determined by the directors in accordance with current venture capital industry guidelines. 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 are held at the period 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. Market risk The Company's strategy for managing investment risk is determined with regard to the Company's investment objective, as outlined on page 15. 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 on pages 25 to 29, having regard to the possible effects of adverse price movements, with the objective of maximising overall returns to shareholders. Investments in unquoted companies, by their nature, usually involve a higher degree of risk than investments in 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 on page 6 to 9. An analysis of investments between debt and equity instruments is given in note 10. 13.1% by value of the Company's net assets comprises investments in unquoted companies held at fair value. The valuation methods used by the Company include the application of a price/earnings ratio derived from listed companies with similar characteristics, and consequently the value of the unquoted element of the portfolio can be indirectly affected by price movements on the London Stock Exchange. A 10% overall increase in the valuation of the unquoted investments at 31 October 2008 would have increased net assets and the total return for the year by £183,700 an equivalent change in the opposite direction would have reduced net assets and the total return for the year by the same amount. 83.1% by value of the Company's net assets comprises of OEIC's and Money Market Securities held at fair value. A 10% overall increase in the valuation of the OEIC's and Money Market Securities at 31 October 2008 would have increased net assets and the total return for the year by £1,166,000 an equivalent change in the opposite direction 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, of which some are at fixed rates and some variable. 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 31 October 2008 Total fixed Weighted rate average Weighted average time portfolio by interest for which rate is fixed value £'000 rate % in years Listed fixed-interest investments 3,680 4.85% 1.2 Fixed-rate investments in unquoted companies 160 10.00% 5.0 3,840 Due to the relatively short period to maturity of the fixed rate investments held within the portfolio, it is considered than an increase or decrease of 1% in interest rates as at the reporting date would not have had a significant effect on the Company's net assets or total return for the period. 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 4.5% at 31 October 2008. The amounts held in floating rate investments at the balance sheet date were as follows: 31 October 2008 £000 Floating rate notes 1,529 Cash on deposit & money market funds 3,481 5,010 A 1% increase in the base rate would increase income receivable from these investments and the total return for the period by £50,000. 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 31 October 2008 the Company's financial assets exposed to credit risk comprised the following: 31 October 2008 £000 Investments in fixed interest instruments 3,840 Investments in floating rate instruments 1,529 Cash on deposit & money market funds 3,481 Accrued dividends and interest receivable 157 9,007 Credit risk relating to listed money market securities is mitigated by investing in a portfolio of investment instruments of high credit quality, comprising securities issued by the UK Government and major UK companies and institutions. Credit risk relating to loans to and preference shares in unquoted companies is considered to be part of market risk. Those assets of the Company which are traded on recognised stock exchanges are held on the Company's behalf by third party custodians (Goldman Sachs International in the case of listed money market securities and Charles Stanley Limited in the case of quoted equity securities). 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 Goldman Sachs International and HSBC PLC. There were no significant concentrations of credit risk to counterparties at 31 October. By cost, no individual investment exceeded 11.2% of the Company's net assets at 31 October 2008 Liquidity risk The Company's financial assets include investments in unquoted equity securities which are not traded on a recognised stock exchange and which generally may be illiquid. They also 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 31 October 2008 these investments were valued at £12,100,000. 17. Post balance sheet events The following events occurred between the balance sheet date and the signing of these financial statements: * On 7 January 2009 Titan 2 invested £559,000 into Zoopla.co.uk, acquiring 498,321 ordinary shares in the company 18. Contingencies, guarantees and financial commitments As mentioned in the Chairman's Statement on page 4 and 5, there may be an opportunity to obtain a repayment of VAT paid on management fees to Octopus. It is not yet clear to what degree this may be possible. There were no further contingencies, guarantees or financial commitments as at 31 October 2008. 19. Related party transactions Matt Cooper, a non-executive Director of Octopus Titan VCT 2 plc, is a Director of Octopus Investments Limited, the parent company of Octopus Ventures Limited. Octopus Titan VCT 2 plc has employed Octopus throughout the year as investment manager. Octopus Titan VCT 2 plc has paid Octopus £219,000 (including irrecoverable VAT at the applicable rate) in the year as a management fee and there is £nil outstanding at the balance sheet date. The management fee is payable quarterly in advance and is based on 2.0% of the net asset value calculated at annual intervals as at 31 October. Octopus Investments Limited provides accounting, administrative and company secretarial services to the Company, payable quarterly in advance for a fee of 0.3% of the net asset value calculated at annual intervals as at 31 October. During the year £32,000 (including irrecoverable VAT at the applicable rate) was paid to Octopus Investments Limited and there is £nil outstanding at the balance sheet date, for the accounting and administrative services. In addition, Octopus is entitled to performance related incentive fees. The incentive fees are designed to ensure that there are significant tax-free dividend payments made to Shareholders as well as strong performance in terms of capital and income growth, before any performance related incentive fee payment is made. Therefore, only if by the end of a financial year (commencing no earlier than close of the 2011 financial year), declared distributions per Share have reached 40p in aggregate and if the Performance Value at that date exceeds 130p per Share, a performance incentive fee equal to 20% of the excess of such Performance Value over 100p per Share will be payable to Octopus Ventures and Octopus Investments, in equal proportions. If, on a subsequent financial year end, the Performance Value of Titan 2 falls short of the Performance Value on the previous financial year end, no incentive fee will arise. If, on a subsequent financial year end, the performance exceeds the previous best Performance Value of Titan 2, the Investment Manager and Octopus Investments will be entitled to 20% of such excess in aggregate. ---END OF MESSAGE--- This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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