Octopus Titan VCT plc
Half-Yearly Results
24 June 2015
Octopus Titan VCT plc, managed by Octopus Investments Limited, today announces the Half-Yearly results for the six months ended 30 April 2015.
These results were approved by the Board of Directors on 24 June 2015.
You may shortly view the Half-Yearly Report in full at www.octopusinvestments.com. All other statutory information will also be found there.
Company Number: 06397765
Financial Headlines
97.7p Net asset value (NAV) at 30 April 2015
50p Cumulative dividends paid since launch
147.7p NAV plus cumulative dividends at 30 April 2015
2.0p Interim dividend declared for the half-year to 30 April 2015
Financial Calendar
The Company's financial calendar is as follows:
24 July 2015 - 2015 interim dividend to be paid
February 2016 - Annual results for the year to 31 October 2015 announced; Annual Report and financial statements published
April 2016 - 2015 final dividend to be paid
Dividends
Dividends will be paid by the Registrar on behalf of the Company. Shareholders who wish to have dividends paid directly into their bank account rather than by cheque to their registered address can complete a mandate form for this purpose. Queries relating to dividends, shareholdings and requests for mandate forms should be directed to the Company's Registrar, Capita Asset Services, by calling 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open Monday-Friday 9.00am-5.30pm), or by writing to them at:
Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4BR
The table below shows the net asset value per share (NAV) and lists the dividends that have been paid since the launch of Octopus Titan VCT plc (formerly Octopus Titan VCT 2 plc):
Period Ended | NAV | Dividends paid in period | NAV + cumulative dividends |
30 April 2008 | 95.0p | - | 95.0p |
31 October 2008 | 89.9p | - | 89.9p |
30 April 2009 | 91.5p | 0.5p | 92.0p |
31 October 2009 | 96.1p | 0.5p | 97.1p |
30 April 2010 | 92.0p | 0.5p | 93.5p |
31 October 2010 | 94.9p | 0.5p | 96.9p |
30 April 2011 | 92.1p | 0.75p | 94.85p |
31 October 2011 | 91.5p | 0.75p | 95.0p |
30 April 2012 | 92.8p | 1.0p | 97.3p |
31 October 2012 | 121.9p | 1.5p | 127.9p |
30 April 2013 | 88.7p | 34.0p | 128.7p |
31 October 2013 30 April 2014 | 95.2p 92.2p | 2.5p 2.5p | 137.7p 137.2p |
31 October 2014 | 101.4p | 2.5p | 148.9p |
30 April 2015 | 97.7p | 2.5p | 147.7p |
The interim dividend of 2.0p per share for the six months ending 30 April 2015 will be paid on 24 July 2015, to those shareholders on the register on 10 July 2015.
Share Price
The Company's share price can be found on various financial websites including www.londonstockexchange.com, with the following TIDM/EPIC code:
Ordinary shares | |
TIDM/EPIC code | OTV2 |
Latest share price (24 June 2015) | 93.25p per share |
Buying and Selling Shares
The Company's ordinary shares can be bought and sold in the same way as any other company quoted on the London Stock Exchange via a stockbroker. There may be tax implications in respect of selling all or part of your holdings, so shareholders should contact their independent financial adviser if they have any queries.
The Company operates a policy of buying its own shares for cancellation as they become available. The Company is, however, unable to buy back shares directly from shareholders. If you are considering selling your shares or trading in the secondary market, please contact the Company's corporate broker, Panmure Gordon (UK) Limited ('Panmure').
Panmure is able to provide details of close periods (when the Company is prohibited from buying in shares) and details of the price at which the Company has brought in shares. Panmure can be contacted as follows:
Chris Lloyd 020 7886 2716 chris.lloyd@panmure.com
Paul Nolan 020 7886 2717 paul.nolan@panmure.com
Notification of Change of Address
Communications with shareholders are mailed to the registered address held on the share register. In the event of a change of address or other amendment this should be notified to the Company's registrar, Capita, as well as Octopus Investments Limited ('Octopus') under the signature of the registered holder. Their contact details are provided at the end of this report
Other Information for Shareholders
Previously published Annual Reports and Half-yearly Reports are available for viewing on the Investment Manager's website at www.octopusinvestments.com. All other statutory information will also be found there.
Warning to Shareholders
Many companies are aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas based 'brokers' who target UK shareholders offering to sell them what often turn out to be worthless or high risk shares in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offer to buy shares at a discount or offer for free company reports.
Please note that it is extremely unlikely that either the Company or Octopus Investments would make unsolicited telephone calls to shareholders, and that any such calls would relate only to official documentation already circulated to shareholders and never in respect of investment 'advice'.
If you are in any doubt about the veracity of an unsolicited phone call, please call either Octopus Investments, or the Registrar, at the numbers provided at the back of this report.
Octopus Titan VCT plc ('Company' or 'Titan' 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.
Octopus Titan VCT 2 plc ('Titan 2') merged with Octopus Titan VCT 1, 3, 4 and 5 to form Octopus Titan VCT plc ('Titan') on 27 November 2014, as discussed in the 2014 Annual Report. The Company is managed by Octopus Investments Limited ('Octopus' or 'Investment Manager').
Titan 2 was originally incorporated on 12 October 2007. Including the original and subsequent offers for subscription a total of £228.0m has been raised across the five titan funds that merged to form Titan. This figure includes the current offer for subscription for ordinary shares to raise up to £50m in aggregate with an overallotment facility of £20m. As at 24 June 2015 £49.4 million in aggregate has been allotted (£47.6 million net of expenses), and additional applications have been received for a further £4.1 million. The facility has therefore been fully subscribed and the overallotment facility will remain open until 30 June 2015.
VCT Legislation
The Government announced in the Budget on 19 March 2015 some amendments to VCT legislation which are subject to EU State Aid approval. As announced in the Budget, changes to qualifying investments include the following:
The Government is working to ensure that the above UK rules, which are in line but more generous than the proposed EU limits, come into effect. Octopus has been, and continues, to work closely with the Government to help them secure the best outcome for the sector. It is good to see the Government's continued support of VCTs in this year's Budget and, while the above changes may prevent Titan from making some investments that it would have been able to previously, the impact on Titan VCT is expected to be less than for most other VCTs given its focus on earlier stage investments, which is evidenced by a strong pipeline of investment opportunities for the Company.
Six months to 30 April 2015 | Six months to 30 April 2014 | Year to 31 October 2014 | |
Net assets (£'000s) | 215,042 | 29,296 | 32,876 |
Return on ordinary activities after tax (£'000s) | (247) | (35) | 3,734 |
Net asset value per share (NAV) | 97.7p | 92.2p | 101.4p |
Cumulative dividends paid since launch | 50.0p | 45.0p | 47.5p |
NAV plus cumulative dividends paid | 147.7p | 137.2p | 148.9p |
Proposed Dividend | 2.0p | 2.5p | 2.5p |
I am pleased to present the unaudited half-yearly report for Octopus Titan VCT plc ('Titan') for the six months ended 30 April 2015. This is the first set of accounts since the five Titan VCTs merged on 27 November 2014 and so the comparative prior-year figures (which relate to the original Octopus Titan VCT 2 plc only) do not provide a life-for-like comparison. However, in future years this will be addressed as the prior-year figures will reflect the merged fund.
In summary Titan, the largest VCT in terms of net asset value, fully supports the Government's original intentions for the VCT sector, given its concentration on investment in early stage companies with emerging technologies. We believe that the NAV plus cumulative dividends paid for the original fund (Titan 2) of 147.7p compares favourably with similar funds and in the last five years has generated an increase in NAV and dividends of nearly 60% for shareholders. This is further to the upfront tax relief of 30% obtained on initial investment into the fund and tax free dividends.
As you will see in the accounts, our Company now has net assets of £215 million invested in a diverse portfolio of 45 companies as at 30 April 2015 with one new company added to the portfolio post period end.
Results
During this six month period, the net asset value per share (NAV) has seen a small decrease from 101.4p per share as at 31 October 2014, to 97.7p per share as at 30 April 2015. After adding back the 2.5p per share dividend paid in November, the overall movement for the six month period is a decrease of 1.2p per share. This is largely due to the merger costs incurred after 31 October 2014 and the standard running costs of the Company, being partially mitigated by an increase in the value of the portfolio in the period.
Shareholders should be aware that the current NAV per share takes account of the shares issued on the merger in exchange for the shares of the other Titan companies, but that cumulative dividends of 50 pence per share only relate to those paid on Titan 2 shares historically. This is because these dividends were all paid in advance of the completion of the merger. Future dividends, including the declared interim dividend of 2p per share will be payable to all Titan shareholders.
A notable success for Titan in the period was winning the 'Best Venture Capital Trust Award' at the 2015 What Investment Trust awards - a particular achievement for Octopus, our Investment Manager.
Investment Portfolio Review
Despite the small reported reduction in NAV per share, which is largely due to the costs relating to the merger amounting to approximately £1 million and incurred in the current period, I am pleased to report a net uplift in the value of the portfolio of over £2 million. The merger costs are expected to be recovered through a reduction in running costs within two years.
Details of the most significant holdings are further down and I would like to draw your attention to five of the ten largest investments by value, which comprise nearly 50% of the value of the portfolio:
During the six months to 30 April 2015, nearly £17 million was invested into five new companies and eleven follow-on investments. It is the Board's strategy to continue to support portfolio businesses which have met or exceeded performance expectations, and where the Manager considers that multiple returns on investment are achievable, as well as investing into new companies which the Investment Manager believes have potential for significant growth. We are delighted that the recent fundraising will allow us to continue this strategy.
Subsequent to 30 April 2015, a further £3.9 million has been invested into one new company and six follow-on investments.
Performance incentive fees
In line with the principles approved by shareholders at the time of the merger, your Board has now agreed to the specific details of the performance incentive fee payable to Octopus as follows.
At the time of the merger, all the Titan funds - except for Titan 5 - had met their performance fee hurdles. The Board has now agreed the remaining hurdles to be achieved in respect of the previous Titan 5 shares, which are a total value (defined as NAV plus cumulative paid dividends) of 169.3p and further dividends paid of 3.3p per share, above which performance fees will be payable to Octopus on all gains above a total value of 147.2p (equivalent to 100p in previous Titan 5 share price terms). On the remainder of the fund, a Performance Fee of 20% of all future gains above a NAV plus cumulative dividends paid of 148.9p, subject to a High Water Mark, will be payable to Octopus.
Fund Raising
At the time of the merger, The Company offered the opportunity to invest into the VCT. It is pleasing to report that as at 24 June 2015 this offer has allotted £49.4 into the fund, with a further £4.1m to be allotted. This has exceeded our initial target of £50m. The fund has an overallotment facility of £20m which will close at the end June.
The majority of funds raised will also be used to support existing portfolio companies where the Investment Manager sees the opportunity for business growth, as well as investing in new businesses.
Dividends
Your Board has decided to declare an interim dividend of 2.0p (2014 2.5p) per share, which will be paid on 24 July 2015 to shareholders on the register on 10 July 2015.
Following the merger, the Company's dividend policy is to pay regular tax-free annual dividends of at least 4.0p per share, increasing to 5.0p per share by the year to 31 October 2017. Special dividends may also be payable when investments are sold for a profit from the portfolio.
VCT Qualifying Status
PricewaterhouseCoopers LLP provides both the Board and Octopus with advice concerning ongoing compliance with HMRC rules and regulations concerning VCTs. The Board has been advised that Titan continues to be in compliance with the conditions laid down by HMRC for maintaining approval as a VCT.
As at 30 April 2015, over 85% of the portfolio (as measured by HMRC rules) was invested in VCT qualifying investments, well over the HMRC 70% qualification level.
Principal Risks and Uncertainties
The Board continues to regularly review the risk environment in which Titan operates. There have been no significant changes to the key risks which were fully described on page 13 of the annual report for the year ended 31 October 2014.
Outlook
Despite a slight decrease in the NAV as explained above, it is pleasing to have another consecutive period where there has been a positive uplift in the valuation of Titan's portfolio. A number of our companies are growing rapidly and, with the new additions to the portfolio made during the period, we remain confident that we will see continued increases in the NAV plus cumulative dividends paid of Titan in the near future.
As the economy continues to improve, we are seeing a number of exciting investment opportunities. We will work hard, alongside your Investment Manager, to invest the recently raised money into these companies whilst supporting the current portfolio.
The merged fund provides many advantages compared to the five separate funds not least in streamlining efficiencies, reducing costs and improving the focus on the portfolio companies, all of which will increasingly benefit shareholders in the future.
John Hustler
Chairman
24 June 2015
Investments | Sector | Investment cost at 30 April 2015 (£'000) | Unrealised profit/(loss) (£'000) | Carrying value at 30 April 2015 (£'000) | Change in valuation in the period (£'000) |
Zenith Holding Company Limited | Various | 24,843 | 6,421 | 31,264 | 1,230 |
Secret Escapes Limited | Consumer lifestyle and wellbeing | 15,636 | 2,760 | 18,396 | 2,759 |
TouchType Limited (SwiftKey) | Telecommunications | 14,056 | 3,051 | 17,107 | - |
Amplience Limited | Technology | 9,905 | 18 | 9,923 | (204) |
Leanworks Limited (YPlan) | Consumer lifestyle and wellbeing | 7,225 | - | 7,225 | - |
VisionDirect Group Limited | Consumer lifestyle and wellbeing | 3,744 | 2,497 | 6,241 | 1,860 |
Sourceable Limited (Swoon Editions) | Consumer lifestyle and wellbeing | 3,999 | 1,693 | 5,692 | 1,693 |
Aframe Media Group Limited | Media | 6,121 | (601) | 5,520 | (531) |
Zynstra Limited | Technology | 4,714 | 50 | 4,764 | - |
Semafone Limited | Telecommunications | 4,440 | 242 | 4,682 | - |
Other* | 67,682 | (6,197) | 61,485 | (4,748) | |
Total investments | 162,365 | 9,934 | 172,299 | 2,059 | |
Money market securities | 13,435 | - | 13,435 | ||
OEICs | 11,282 | 156 | 11,438 | ||
Cash at bank | 16,761 | - | 16,761 | ||
Total investments, cash and cash equivalents | 203,843 | 10,090 | 213,933 | ||
Debtors less creditors | 1,109 | ||||
Total net assets | 215,042 | ||||
* Comprises 35 investments
We confirm that to the best of our knowledge:
On behalf of the Board
John Hustler
Chairman
24 June 2015Income Statement | |||||||||
Six months to 30 April 2015 | Six months to 30 April 2014 | Year to 31 October 2014 | |||||||
Revenue | Capital | Total | Revenue | Capital | Total | Revenue | Capital | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Realised gain on disposal of fixed asset investments | - | - | - | - | 10 | 10 | - | 8 | 8 |
Realised gain on disposal of current asset investments | - | - | - | - | - | - | - | - | - |
Fixed asset investment holding gains | - | 2,059 | 2,059 | - | 364 | 364 | - | 5,417 | 5,417 |
Current asset investment holding gains/(losses) | - | 156 | 156 | - | - | - | - | - | - |
Other income | 210 | - | 210 | 10 | - | 10 | 62 | - | 62 |
Investment management fees | (368) | (1,156) | (1,524) | (52) | (159) | (211) | (105) | (314) | (419) |
Performance fee incentive | - | - | - | - | - | - | - | (903) | (903) |
Other expenses | (1,148) | - | (1,148) | (208) | - | (208) | (431) | - | (431) |
Return on ordinary activities before tax | (1,306) | 1,059 | (247) | (250) | 215 | (35) | (474) | 4,208 | 3,734 |
Taxation on return on ordinary activities | - | - | - | - | - | - | - | - | - |
Return on ordinary activities after tax | (1,306) | 1,059 | (247) | (250) | 215 | (35) | (474) | 4,208 | 3,734 |
Earnings per share - basic and diluted | (0.7)p | 0.6p | (0.1)p | (1.0)p | 0.9p | (0.1)p | (1.6)p | 14.5p | 12.9p |
Statement of Changes in Equity | |||
Six months to 30 April 2015 | Six months to 30 April 2014 | Year to 31 October 2014 | |
£'000 | £'000 | £'000 | |
Shareholders' funds at start of period | 32,876 | 20,924 | 20,924 |
Return on ordinary activities after tax | (247) | (35) | 3,734 |
Issue of equity (net of expenses) | 185,335 | 9,523 | 10,413 |
Purchase of own shares | (2,111) | (463) | (729) |
Dividends paid | (811) | (653) | (1,466) |
Shareholders' funds at end of period | 215,042 | 29,296 | 32,876 |
Balance Sheet | ||||||
As at 30 April 2015 | As at 30 April 2014 | As at 31 October 2014 | ||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Fixed asset investments* | 172,299 | 18,212 | 27,452 | |||
Current assets: | ||||||
Money market securities and other deposits* | 13,435 | 7,288 | 5,701 | |||
OEICs | 11,438 | - | - | |||
Debtors | 1,432 | 453 | 240 | |||
Cash at bank | 16,761 | 3,446 | 443 | |||
43,066 | 11,187 | 6,384 | ||||
Creditors: amounts falling due within one year | (323) | (103) | (960) | |||
Net current assets | 42,743 | 11,084 | 5,424 | |||
Net assets | 215,042 | 29,296 | 32,876 | |||
Called up equity share capital | 22,006 | 3,178 | 3,244 | |||
Share premium | 175,630 | 8,491 | 9,284 | |||
Special distributable reserve | 12,251 | 16,905 | 15,173 | |||
Capital redemption reserve | 408 | 150 | 181 | |||
Capital reserve - losses on disposal | (2,886) | 304 | (358) | |||
- holding gains | 10,090 | 1,195 | 6,503 | |||
Revenue reserve | (2,457) | (927) | (1,151) | |||
Total equity shareholders' funds | 215,042 | 29,296 | 32,876 | |||
Net asset value per share | 97.7p | 92.2p | 101.4p |
*held at fair value through profit and loss
The statements were approved by the Directors and authorised for issue on 24 June 2015 and are signed on their behalf by:
John Hustler
Chairman
Company Number: 06397765
Cash flow statement | |||
Six months to 30 April 2015 | Six months to 30 April 2014 | Year to 31 October 2014 | |
£'000 | £'000 | £'000 | |
Net cash inflow/(outflow) from operating activities | (298) | 470 | 258 |
Financial investment: | |||
Purchase of fixed asset investments | (16,940) | (1,878) | (6,433) |
Disposal of fixed asset investments | 150 | 10 | 376 |
Management of liquid resources: | |||
Purchase of current asset investments | (33,789) | (8,057) | (8,070) |
Disposal of current asset investments | 14,773 | 1,100 | 2,700 |
Cash acquired from merger | 8,237 | - | - |
Dividends paid | (811) | (653) | (1,466) |
Financing: | |||
Issue of equity | 47,107 | 9,523 | 10,413 |
Purchase of own shares | (2,111) | (463) | (729) |
Increase in cash resources at bank | 16,318 | 52 | (2,951) |
Reconciliation of net cash flow to movement in net funds | |||
Six months to 30 April 2015 | Six months to 30 April 2014 | Year to 31 October 2014 | |
£'000 | £'000 | £'000 | |
Increase in cash resources at bank | 16,318 | 52 | (2,951) |
Movement in cash equivalents | 7,734 | 6,957 | 5,370 |
Opening net cash resources | 6,144 | 3,725 | 3,725 |
Net funds at period end | 30,196 | 10,734 | 6,144 |
Reconciliation of return before taxation to cash flow from operating activities | |||
Six months to 30 April 2015 | Six months to 30 April 2014 | Year to 31 October 2014 | |
£'000 | £'000 | £'000 | |
Return on ordinary activities before tax | (247) | (35) | 3,734 |
Gain on disposal of fixed asset investments | - | (10) | (8) |
Gain on valuation of fixed asset investments | (2,059) | (364) | (5,417) |
Gain on valuation of current asset investments | (156) | - | - |
Debtors obtained from merger | 17,405 | - | - |
Creditors obtained from merger | (13,412) | - | - |
Decrease/(increase) in debtors | (1,192) | 1,305 | 1,596 |
(Decrease)/increase in creditors | (637) | (426) | 353 |
Outflow from operating activities | (298) | 470 | 258 |
1. Basis of preparation
The unaudited half-yearly results which cover the six months to 30 April 2015 have been prepared in accordance with the Financial Reporting Council's (FRC) Financial Reporting Standard 104 Interim Financial Reporting (March 2015) and the Statement of Recommended Practice (SORP) for Investment Companies re-issued by the Association of Investment Companies in November 2014.
2. Publication of non-statutory accounts
The unaudited half-yearly results for the six months ended 30 April 2015 do not constitute statutory accounts within the meaning of Section 415 of the Companies Act 2006. The comparative figures for the year ended 31 October 2014 have been extracted from the audited financial statements for that year, which have been delivered to the Registrar of Companies. The independent auditor's report on those financial statements, in accordance with chapter 3, part 16 of the Companies Act 2006, was unqualified. This half-yearly report has not been reviewed by the Company's auditor.
3. Earnings per share
The earnings per share is based on 172,852,500 (30 April 2014: 25,794,324 and 31 October 2014: 29,106,402) ordinary shares, being the weighted average number of ordinary 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.
4. Net asset value per share
The calculation of NAV per share as at 30 April 2014 is based on 220,109,949 (30 April 2014: 31,778,179 and 31 October 2014: 32,437,373) ordinary shares in issue at that date.
The interim dividend declared of 2.0 pence per share for the six months ending 30 April 2015 will be paid on 24 July 2015, to those shareholders on the register on 10 July 2015.
On 28 October 2014, an interim dividend for the period from 1 May 2014 to 31 October of 2.5p per share was paid on 21 November 2014. This replaced the final dividend.
During the six months ended 30 April 2015 the Company bought back 2,274,915 ordinary shares at a weighted average price of 92.75 pence per share (six months ended 30 April 2014: 525,519 ordinary shares at a weighted average price of 88.0 pence per share and year ended 31 October 2014: 832,464 ordinary shares at a weighted average price of 87.6 pence per share). During the six months to 30 April 2015, excluding the shares issued at the merger, 49,297,190 shares were issued at a weighted average price of 103.4 pence per share.
Octopus Investments Limited acts as the Investment Manager of the Company. Under the management agreement, Octopus receives a fee of 2.0 per cent per annum of the net assets of the Company for the investment management services. During the period, the Company incurred management fees of £1,524,000 payable to Octopus (30 April 2014: £211,000 and 31 October 2014: £419,000 with a further fee of £903,000 relating to performance fees). At the period end there was £nil outstanding to Octopus (30 April 2013: £nil and 31 October 2013: £nil). Furthermore, Octopus provides administration and company secretarial services to the Company. Octopus receives a fee of 0.3 per cent per annum of net assets of the Company for administration services and £6,000 per annum for company secretarial services.
8. Voting rights and equity management
The following table shows the % voting rights held by Titan and the % equity managed by Octopus Investments for each of the top 10 investments held in the Company.
Investments | % voting rights held by Titan | % equity managed by Octopus |
Zenith Holding Company Limited | 100.00% | 100.00% |
Secret Escapes Limited | 10.99%* | 20.27% |
TouchType Limited (Swiftkey) | 21.18% | 21.59% |
Amplience Limited | 41.70% | 50.60% |
Leanworks Limited ( Y Plan) | 13.73% | 17.04% |
VisionDirect | 17.67% | 18.40% |
Swoon Editions (Decoholic) | 22.73% | 29.87% |
Aframe Media Group Limited | 35.66% | 45.44% |
Zynstra Limited | 24.19% | 25.22% |
Semafone Limited | 31.08% | 37.18% |
* This is 14.81% when the Zenith Holding Company stake in Secret Escapes is included
Copies of this report are available from the registered office of the Company at 33 Holborn, London, EC1N 2HT.