Half-yearly report
ProVen Growth & Income VCT plc
Half-Yearly Report
for the six months ended 31 August 2009
Financial Summary
31 Aug 31 Aug 28 Feb
2009 2008 2009
Ordinary Shares
Net asset value per ("NAV") 43.6p 94.6p 57.1p
Dividends paid per share since launch 146.9p 101.9p 132.9p
Total return (NAV plus dividends paid since 190.5p 196.5p 190.0p
launch)
C Shares
Net asset value per share ("NAV") 70.7p 85.0p 76.7p
Dividends paid per share since issue 9.6p 6.3p 8.3p
Total return (NAV plus dividends paid since 80.3p 91.3p 85.0p
issue)
D Shares
Net asset value per share ("NAV") 93.4p n/a n/a
Dividends paid per share since issue - n/a n/a
Total return (NAV plus dividends paid since 93.4p n/a n/a
issue)
Chairman's Statement
Introduction
The six months ended 31 August 2009 has seen the stock markets settle
and start to show some signs of recovery from the financial crises of
2008 and early 2009. However, with the UK economy still in
recession, many businesses continue to face difficult conditions,
particularly smaller companies which typically may not be as
resilient as their larger counterparts.
The Board has formal regular meetings with the Investment Manager to
discuss the performance of all investments and is also in frequent
contact with the Investment Manager outside of these meetings.
During this very difficult period, the Investment Manager has worked
on and contributed to the resilience of many of the portfolio
companies. As a result, the Directors are satisfied with the overall
performance of the Company.
Net Asset Values
Ordinary Shares
As at 31 August 2009, the Net Asset Value ("NAV") per Ordinary Share
stood at 43.6p, an increase of 0.5p per share or 0.9% since the year
end (after adjusting for the dividends of 14.0p paid in the period).
C Shares
As at 31 August 2009, the NAV per C Share stood at 70.7p, a decrease
of 4.7p per share or 6.1% since the year end (after adjusting for the
dividends of 1.35p paid in the period).
D Shares
As at 31 August 2009, the NAV per D Share stood at 93.4p, a small
decrease compared to the initial NAV, net of fundraising costs, of
94.5p per share. The decrease arises from running costs which exceed
the income on cash deposits.
Fundraising
Up to 31 August 2009, the "Linked D Share Offer" had raised gross
proceeds for the Company of £5.3 million, which equates to £5.0
million net of fundraising costs. The Board believes this is a
satisfactory outcome which helps to reduce the fixed running costs
per share of all the Company's share classes. The Linked D Share
Offer has been extended and will now close on 30 October 2009.
C Share tender offer
As planned at the C Share launch, the Company undertook a tender
offer in July 2009 to acquire a certain number of shares such that C
Share investors who tendered their basic entitlement have received
the equivalent of at least 25p per £1 invested by way of dividends
and tender offer proceeds. The Company acquired 5,079,999 C Shares
at a price of 75.35p per share under the tender offer. These shares
were subsequently cancelled.
Venture capital investments
No new investments were made by any pool during the period and there
was one minor realisation within the Ordinary Share pool where some
loan stock being redeemed at par.
In valuing the investment portfolio at the period end, there have
been some significant movements compared to the start of the period.
Overall, the Ordinary Share portfolio showed an unrealised loss of
£188,000 and the C Share portfolio a loss of £359,000.
Further details of the developments within the investment portfolios
are included in the Investment Manager's report.
Results and dividends
The Income Statement shows a loss on ordinary activities after
taxation for the Company for the period of £908,000 (£354,000 revenue
loss and £554,000 capital loss). Details of how this is analysed
between the share pools is shown below.
No interim dividends will be paid in respect of any class of shares
in respect of the six-months ended 31 July 2009.
C Share conversion and new Ordinary Shares
In line with the intention set out at their launch, the C Shares
convert into Ordinary Shares based on each share's relative NAV as at
31 August 2009. As part of this process, the Company has also
undertaken a share consolidation of the Ordinary Shares such that the
new Ordinary Shares now have the same NAV per share as the old C
Shares. The consolidation and conversion took place on 26 October
2009 and is summarised as follows:
1,000 Ordinary Shares consolidated into approximately 618 new
of 1p each Ordinary Shares of 1.6187p
each
1,000 C Shares of 5p converted into 1,000 new Ordinary Shares of
each 1.6187p each
Shareholders should expect to receive new share certificates in
respect of the new ordinary shares from the registrar by 9 November
2009. If you have not received new certificates by this date, please
contact the registrar on 0871 664 0300.
Share buybacks
The Company continues to have a policy of purchasing its own shares
that become available in the market in order to help provide
liquidity to those Shareholders that need it. The Company currently
buys in shares at approximately a 10% discount to the last published
net asset value.
During the period, the Company purchased 34,633 Ordinary Shares at an
average price of 39.5p per share and 94,772 C Shares at a average
price of 67.0p per share. These shares were subsequently cancelled.
No D Shares were purchased in the period.
Risk and uncertainties
Under the Disclosure and Transparency Directive, the Board is now
required, in the Company's half-yearly results, to report on
principal risks and uncertainties facing the Company over the
remainder of the financial year.
Risk and uncertainties (continued)
The Board has concluded that the key risks facing the Company over
the remainder of the financial period are as follows:
i. investment risk associated with a large proportion of the Ordinary
Share assets being invested in a single investment;
ii. investment risk associated with investing in small and immature
businesses;
iii. investment risk arising from extremely volatile stock market
conditions and their potential effect on investment valuation; and
iv. failure to maintain approval as a VCT.
Although having a large proportion of the Ordinary Share assets
invested in a single investment involves additional risks, this
situation is not unusual within the venture capital industry and has
arisen in the Ordinary Share pool as a result of strong growth in the
value of one investment. The Board regularly reviews the position to
ensure that the potential benefits of continuing to hold this
investment outweigh the additional risk. The position is much less
significant following the conversion of the C Shares, which has
effectively merged the Ordinary Share and C Share pools.
In the case of (ii), the Board is also satisfied with the Company's
approach. The Investment Manager follows a rigorous process in
vetting and careful structuring of new investments and, after an
investment is made, close monitoring of the business. In respect of
(iii), the Company seeks to hold a diversified portfolio within the
restrictions of the VCT regulations.
The Company's compliance with the VCT regulations is continually
monitored by the Administrator, who reports regularly to the Board on
the current position. The Company also retains
PricewaterhouseCoopers to provide regular reviews and advice in this
area. The Board considers that this approach reduces the risk of a
breach of the VCT regulations to a minimal level.
Outlook
With the newly-raised D Share pool and the funds also available for
investment within the new Ordinary Share pool (which arose from the
merging of the original Ordinary and C Share pool), the Investment
Manager is looking to make a number of new investments alongside
monitoring the existing portfolio.
Despite some optimism, the general economic outlook remains
uncertain. While this will continue to create challenges for the
Company's investment portfolio, it may also create opportunities for
the Company to make new investments at attractive valuations, which
may ultimately provide the Company with strong returns. I therefore
expect a number of new investments to be made over the remainder of
the year.
Andrew Davison
Chairman
28 October 2009
Investment Manager's Report
Introduction
We are pleased to present our review of the investment portfolio for
the six month period ended 31 August 2009. Stock market indices
recovered during the period with the FTSE All Share Index increasing
by over 30% between 28 February 2009 and 31 August 2009. In spite of
this, the broader economic environment continues to present
considerable challenges for small and medium sized enterprises and
their investors with unemployment still increasing and lending
constrained. Some businesses will emerge from the current economic
difficulties in a stronger position at the expense of their weaker
rivals and we have therefore invested considerable time working with
the portfolio companies to try to ensure that more ultimately fall
into the former category.
Whilst headline activity in the portfolio has been muted - there were
no new investments and only the scheduled repayment of loan notes by
Espresso Group - we have continued to invest considerable time
working with portfolio companies which we believe has contributed to
their value. Some of this value is not readily obvious from a simple
reading of valuations but we hope that the results of this activity
will become apparent as time progresses.
Portfolio activity and valuation
Following the period end, the Ordinary Share and C Share investment
portfolios have merged and will be consolidated to form one pool of
assets. However, they are discussed separately here.
Ordinary Share pool
At 31 August 2009, the company's unquoted and quoted Ordinary Share
portfolio comprised 9 investments with a cost of £2.6 million and a
valuation of £2.4 million. In addition, the Ordinary Share pool held
cash and liquidity funds of £530,000. No new investments were made
during the period but Espresso loan notes were redeemed at cost in
line with the agreed repayment schedule.
Nearly 50% of the value of the Ordinary Shares is reflected in the
value of Espresso Group. We spend considerable time with the company
and have worked with key management to develop strategy. We continue
to be very pleased with the progress of the business including the
development of the non-primary school revenue streams to complement
the market leading primary school product.
C Share pool
At 31 August 2009, the company's unquoted and quoted C Share
portfolio comprised 20 investments with a cost of £16.1 million and a
valuation of £11.2 million. In addition, the C Share pool held cash
and liquidity funds of £2.8 million.
Value in the C Share pool is more evenly spread when compared to the
Ordinary Share pool with no one investment accounting for more than
10% of the C Share pool.
Both the Ordinary and C Share pools have seen movements in valuations
reflecting both individual portfolio company circumstances and wider
changes to market comparables. Notable movements include Ashford
Colour Press (Ordinary Share pool), Donatantonio (C Share pool), Path
Group (C Share pool) and Optima (C Share pool).
D Share pool
Fundraising for the D Share pool is, at the date of this report,
still ongoing having raised a total of over £5 million despite the
difficult market conditions. This very pleasing result provides a
firm base for further fundraising and building a diversified
portfolio. We have not yet made any investments from the D Share
funds.
Outlook
The turmoil of the economic environment over the last twelve months
has created difficult trading conditions for small and medium size
enterprises. With our assistance a number of our portfolio companies
have adjusted their strategies to reflect a more defensive approach
and this has resulted in the reduction in their cost bases. This has
provided a level of value protection and a more prudent approach in
investing for the future. As our experience of previous cycles has
shown, adversity can create areas of opportunity and it is good to
see that a number of portfolio companies continue to see strong
growth with several following market opportunities to expand
overseas.
Since 28 February 2009, the increase in stock market indices,
together with improving economic sentiment in some areas, has been
seen by some to be an indicator of economic recovery. Our view is
that the climb to sustained positive economic growth will be slow and
as such we remain wary of unproven and over-optimistic business
opportunities.
We are now seeing a number of investment opportunities which reflect
a more mature approach to business development. Entrepreneurs are
balancing reasonable investment entry prices with a preference for
knowledgeable and long term partners. We expect a number of new
investments to complete in the short term.
Beringea LLP
28 October 2009
Unaudited Balance Sheet
as at 31 August 2009
31 Aug 31 Aug 28 Feb
2009 2008 2009
£'000 £'000 £'000
Fixed Assets
Investments 13,624 11,506 13,943
Current assets
Debtors 5,318 550 1,514
Current investments 2,500 14,350 7,550
Cash at bank and in hand 619 1,450 973
Creditors: amounts falling due within one (230) (215) (1,035)
year
Net current assets 8,207 16,135 9,002
Net assets 21,831 27,641 22,945
Capital and reserves
Called up share capital 1,105 1,314 1,311
Capital redemption reserve 275 12 15
Share premium account 4,955 22,998 22,998
Special distributable reserve 20,771 3,706 2,517
Capital reserve - realised 139 2,147 747
Investment holding losses (5,062) (2,920) (4,891)
Revenue reserve (352) 384 248
Equity shareholder's funds 21,831 27,641 22,945
Net asset value per share:
Ordinary Share 43.6p 94.6p 57.1p
C Share 70.7p 85.0p 76.7p
D Share 93.4p n/a n/a
Unaudited Balance Sheet
as at 31 August 2009
Analysed by share pool
Ordinary Shares 31 Aug 31 Aug 28 Feb
2009 2008 2009
£'000 £'000 £'000
Fixed Assets
Investments 2,447 2,718 2,406
Current assets
Debtors 21 244 945
Current investments 1,470 2,170 1,470
Cash at bank and in hand (935) 1,383 25
Creditors: amounts falling due within one (41) (68) (956)
year
Net current assets 515 3,729 1,484
Net assets 2,962 6,447 3,890
Capital and reserves
Called up share capital 68 68 68
Capital redemption reserve 10 9 9
Share premium account - 641 641
Special distributable reserve 2,826 3,706 2,517
Capital reserve - realised 153 2,221 971
Investment holding losses (162) (262) (350)
Revenue reserve 67 64 34
Equity shareholder's funds 2,962 6,447 3,890
Unaudited Balance Sheet
as at 31 August 2009
Analysed by share pool
C Shares 31 Aug 31 Aug 28 Feb
2009 2008 2009
£'000 £'000 £'000
Fixed Assets
Investments 11,177 8,788 11,537
Current assets
Debtors 105 306 569
Current investments 1,030 12,180 6,080
Cash at bank and in hand 1,738 67 948
Creditors: amounts falling due within one (133) (147) (79)
year
Net current assets 2,740 12,406 7,518
Net assets 13,917 21,194 19,055
Capital and reserves
Called up share capital 984 1,246 1,243
Capital redemption reserve 265 3 6
Share premium account - 22,357 22,357
Special distributable reserve 17,945 - -
Capital reserve - realised 14 (74) (224)
Investment holding losses (4,900) (2,658) (4,541)
Revenue reserve (391) 320 214
Equity shareholder's funds 13,917 21,194 19,055
Unaudited Balance Sheet
as at 31 August 2009
Analysed by share pool
D Shares 31 Aug 31 Aug 28 Feb
2009 2008 2009
£'000 £'000 £'000
Fixed Assets
Investments - n/a n/a
Current assets
Debtors 5,192 n/a n/a
Current investments - n/a n/a
Cash at bank and in hand (184) n/a n/a
Creditors: amounts falling due within one (56) n/a n/a
year
Net current assets 4,952 n/a n/a
Net assets 4,952 n/a n/a
Capital and reserves
Called up share capital 53 n/a n/a
Capital redemption reserve - n/a n/a
Share premium account 4,955 n/a n/a
Special distributable reserve - n/a n/a
Capital reserve - realised (28) n/a n/a
Investment holding losses - n/a n/a
Revenue reserve (28) n/a n/a
Equity shareholder's funds 4,952 n/a n/a
Unaudited Income Statement
for the six months ended 31 August 2009
Company Total Six months ended
31 August 2009
Revenue Capital Total
£'000 £'000 £'000
Income 292 - 292
Gains/(losses) on investments - (171) (171)
292 (171) 121
Investment management fee (66) (199) (265)
Performance incentive fees (7) (184) (191)
Recoverable VAT - - -
Other expenses (573) - (573)
Return/(loss) on ordinary activities (354) (554) (908)
before taxation
Tax on ordinary activities - - -
Return/(loss) attributable to equity (354) (554) (908)
Shareholders
Basic and diluted return/(loss) per 1.0p (0.4p) 0.6p
Ordinary Share
Basic and diluted return/(loss) per C (1.7p) (2.1p) (3.8p)
Share
Basic and diluted return/(loss) per D (0.7p) (0.7p) (1.4p)
Share
Company Total Six months ended Year ended
31 August 2008 28 Feb 2009
Revenue Capital Total Total
£'000 £'000 £'000 £'000
Income 729 - 729 1,188
Gains/(losses) on - (2,113) (2,113) (4,055)
investments
729 (2,113) (1,384) (2,867)
Investment management fee (75) (225) (300) (543)
Performance incentive fees (21) (252) (273) (661)
Recoverable VAT - - - 206
Other expenses (141) (16) (157) (287)
Return/(loss) on ordinary 492 (2,606) (2,114) (4,152)
activities before taxation
Tax on ordinary activities (134) 134 - -
Return/(loss) attributable 358 (2,472) (2,114) (4,152)
to equity Shareholders
Basic and diluted 0.7p (7.5p) (6.8p) (13.3p)
return/(loss) per Ordinary
Share
Basic and diluted 1.3p (7.9p) (6.6p) (13.0p)
return/(loss) per C Share
Basic and diluted - - - -
return/(loss) per D Share
Ordinary Shares Six months ended
31 August 2009
Revenue Capital Total
£'000 £'000 £'000
Income 144 - 144
Gains/(losses) on investments - 188 188
144 188 332
Investment management fee (9) (31) (40)
Performance incentive fees (7) (184) (191)
Recoverable VAT - - -
Other expenses (61) - (61)
Return/(loss) on ordinary activities 67 (27) 40
before taxation
Tax on ordinary activities - - -
Return/(loss) attributable to equity 67 (27) 40
Shareholders
Ordinary Shares Six months ended Year ended
31 August 2008 28 Feb 2009
Revenue Capital Total Total
£'000 £'000 £'000 £'000
Income 140 - 140 188
Gains/(losses) on - (221) (221) (284)
investments
140 (221) (81) (96)
Investment management fee (15) (46) (61) (123)
Performance incentive fees (21) (252) (273) (661)
Recoverable VAT - - - 56
Other expenses (43) - (43) (78)
Return/(loss) on ordinary 61 (519) (458) (902)
activities before taxation
Tax on ordinary activities (15) 15 - -
Return/(loss) attributable 46 (504) (458) (902)
to equity Shareholders
C Shares Six months ended
31 August 2009
Revenue Capital Total
£'000 £'000 £'000
Income 138 - 138
Gains/(losses) on investments - (359) (359)
138 (359) (221)
Investment management fee (47) (140) (187)
Performance incentive fees - - -
Recoverable VAT - - -
Other expenses (484) - (484)
(393) (499) (892)
Return/(loss) on ordinary activities
before taxation
Tax on ordinary activities - - -
Return/(loss) attributable to equity (393) (499) (892)
Shareholders
C Shares Six months ended Year ended
31 August 2008 28 Feb 2009
Revenue Capital Total Total
£'000 £'000 £'000 £'000
Income 589 - 589 1,000
Gains/(losses) on - (1,892) (1,892) (3,771)
investments
589 (1,892) (1,303) (2,771)
Investment management fee (60) (179) (239) (420)
Performance incentive fees - - - -
Recoverable VAT - - - 150
Other expenses (98) (16) (114) (209)
Return/(loss) on ordinary 431 (2,087) (1,656) (3,250)
activities before taxation
Tax on ordinary activities (119) 119 - -
Return/(loss) attributable 312 (1,968) (1,656) (3,250)
to equity Shareholders
D Shares Six months ended
31 August 2009
Revenue Capital Total
£'000 £'000 £'000
Income 10 - 10
Gains/(losses) on investments - - -
10 - 10
Investment management fee (10) (28) (38)
Performance incentive fees - - -
Recoverable VAT - - -
Other expenses (28) - (28)
Return/(loss) on ordinary activities (28) (28) (56)
before taxation
Tax on ordinary activities - - -
Return/(loss) attributable to equity (28) (28) (56)
Shareholders
D Shares Six months ended Year ended
31 August 2008 28 Feb 2009
Revenue Capital Total Total
£'000 £'000 £'000 £'000
Income n/a n/a n/a n/a
Gains/(losses) on n/a n/a n/a n/a
investments
n/a n/a n/a n/a
Investment management fee n/a n/a n/a n/a
Performance incentive fees n/a n/a n/a n/a
Recoverable VAT n/a n/a n/a n/a
Other expenses n/a n/a n/a n/a
Return/(loss) on ordinary n/a n/a n/a n/a
activities before taxation
Tax on ordinary activities n/a n/a n/a n/a
Return/(loss) attributable n/a n/a n/a n/a
to equity Shareholders
Reconciliation of Movements in Shareholders' Funds
for the six months ended 31 August 2009
31 Aug 2009 31 Aug 28 Feb
2008 2009
Ordinary C D
Shares Shares Shares Total Total Total
£'000 £'000 £'000 £'000 £'000 £'000
Opening 3,890 19,055 - 22,945 31,285 31,285
Shareholders'
funds
Proceeds from - - 5,154 5,154 643 656
share issues
Share issue - - (146) (146) (23) (36)
costs
Purchase of (13) (3,911) - (3,924) (77) (124)
own shares
Total
recognised 40 (892) (56) (908) (2,114) (4,152)
gain/(loss)
for the year
Distributions (955) (335) - (1,290) (2,073) (4,684)
paid in the
period
Closing 2,962 13,917 4,952 21,831 27,641 22,945
Shareholders'
funds
Unaudited Cash Flow Statement
for the six months ended 31 August 2009
Six months Six
ended months
31 August ended Year
2009 31 August ended
2008 28 Feb
2009
Note £'000 £'000 £'000
Net cash outflow from operating A
activities (4,442) (329) (776)
Capital expenditure
Purchase of investments - (3,402) (8,037)
Disposal of investments 147 2,617 3,084
Net cash inflow/(outflow) from 147 (785) (4,953)
capital expenditure
Equity distributions paid (1,290) (2,073) (4,684)
Management of liquid resources
Purchase of current investments - - (1,300)
held as liquidity funds
Withdrawal from liquidity funds 5,050 2,200 10,300
Net cash inflow/(outflow) from 5,050 2,200 9,000
liquid resources
Net cash inflow before (535) (987) (1,413)
financing
Financing
Proceeds from share issue 5,008 640 637
Share issue costs (902) (36) (36)
Purchase of own shares (3,925) (76) (124)
Net cash inflow from financing 181 528 477
Increase/(decrease) in cash B (354) (459) (936)
Notes to the cash flow
statement:
A Net cash flow from operating
activities
Return/(loss) on ordinary (354) 492 805
activities before taxation
Expenses charged to capital (383) (493) (902)
(Increase)/decrease in debtors (3,804) (125) (368)
Increase/(decrease)/ in 99 (203) (311)
creditors
Net cash outflow from (4,442) (329) (776)
operating activities
B Analysis of net funds
Beginning of period 973 1,909 1,909
Net cash inflow/(outflow) (354) (459) (936)
End of period 619 1,450 973
Summary of Investment Portfolio
as at 31 August 2009
Valuation % of
movement in the portfolio
Ordinary Share pool Cost Valuation period by value
£'000 £'000 £'000
Top ten venture capital
investments
Espresso Group Limited 481 1,433 (15) 48.1%
Ashford Colour Press 413 339 182 11.4%
Limited
Overtis Group Limited 350 307 (43) 10.3%
Campden Media Limited 488 207 - 6.9%
Pilat Media Global plc* 50 60 35 2.0%
UBC Media plc* 400 47 (16) 1.6%
Sports Holding Limited 48 48 48 1.6%
Immedia Group plc* 170 6 (3) 0.2%
Baby Innovations S.A. t/a 209 - - 0.0%
Steribottle
2,609 2,447 188 82.1%
Liquidity fund 1,470 49.3%
investments
Cash at bank and in hand (935) (31.4%)
Ordinary Share pool Total 2,982 100.0%
Valuation % of
movement in the portfolio
C Share pool Cost Valuation period by value
£'000 £'000 £'000
Top ten venture capital
investments
Espresso Group Limited 1,101 1,100 - 7.9%
Fjordnet Limited 1,000 1,000 - 7.2%
Lazurite Limited 1,000 1,000 - 7.2%
Prelude Media Limited 1,000 1,000 - 7.2%
Eagle Rock Entertainment 680 933 56 6.7%
Group Limited
Donatantonio Limited 1,366 940 289 6.7%
Chess Technology Limited 900 883 (17) 6.3%
Path Group Limited 1,000 842 (158) 6.0%
Charterhouse Leisure 1,000 774 (27) 5.5%
Limited
Saffron Media Group 670 676 6 4.8%
Limited
9,717 9,148 149 65.5%
Other venture capital 6,360 2,029 (508) 14.6%
investments
16,077 11,177 (359) 80.1%
Liquidity fund 1,030 7.4%
investments
Cash at bank and in hand 1,738 12.5%
C Share pool Total 13,945 100.0%
No investments were held by the D Share pool in the period.
All venture capital investments are unquoted unless otherwise stated.
* Quoted on AIM
Summary of Investment Movements
for the six months ended 31 August 2009
Additions
No additions were made in the period.
Disposals
Ordinary Share Market
Portfolio
value at Realised
1 March Disposal Gain/(loss) gain/(loss)
Cost 2009 Proceeds against cost in period
£'000 £'000 £'000 £'000 £'000
Espresso Group 147
Limited 147 147 - -
No disposals were made by the C Share pool or the D Share pool in the
period.
Notes to the unaudited Financial Statements
1. The unaudited half yearly results cover the six months to 31
August 2009 and have been prepared in accordance with the Statement
of Recommended Practice "Financial Statements of Investment Trust
Companies" revised December 2005 ("SORP") and in accordance with the
accounting policies set out in the statutory accounts for the year
ended 28 February 2009 which were prepared under UK Generally
Accepted Accounting Practice ("UK GAAP").
2. All revenue and capital items in the Income Statement derive from
continuing operations.
3. There are no recognised gains or losses other than those disclosed
in the Income Statement.
4. The Company has only one class of business and derives its income
from investments made in shares, securities and bank deposits.
5. The comparative figures were in respect of the period ended 31
August 2008 and the year ended 28 February 2009.
6. Return per share for the period has been calculated on the
following:
Ordinary C D
Shares Shares Shares
Revenue return per Share based on:
Net revenue profit/(loss) after
taxation (£'000) 67 (393) (28)
Weighted average number of shares
in issue 6,814,007 23,606,105 3,972,229
Capital return per Share based on:
Net capital profit/(loss) after
taxation (£'000) (27) (499) (38)
Weighted average number of shares
in issue 6,814,007 23,606,105 3,972,229
7. NAV per share for the period has been calculated on the following:
Ordinary C D
Shares Shares Shares
Net Assets (£'000) 2,962 13,917 4,952
Number of shares in issue at
period end 6,789,560 19,680,936 5,299,272
8. Dividends
31 Aug 2009 31 Aug 2008 28 Feb
2009
Revenue Capital Total Revenue Capital Total Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Ordinary Share dividends paid in
period
Paid in period
2009 Final 3 921 955 - - - -
2009 Interim - - - - - - 2,113
2008 Final - - - 103 - 103 103
2008 Interim - - - - 1,159 1,159 1,159
34 921 955 103 1,159 1,262 3,375
C Share dividends paid in
period
2009 Final 2 123 335 - - - -
2009 Interim - - - - - - 498
2008 Final - - - 312 - 312 312
2008 Interim - - - - 499 499 499
212 123 335 312 499 811 1,309
9. Reserves
Capital Share Capital Unrealised
redemption premium Special reserve holding Revenue
reserve account reserve - losses reserve
realised
£'000 £'000 £'000 £'000 £'000 £'000
At 1 March 2009 15 22,998 2,517 747 (4,891) 248
Purchase of own 260 - (3,925) - - -
shares
Issue of new - 4,955 - - - -
shares
Expenses - - - (383) - -
capitalised
Tax relief on - - - - - -
capital expenses
Gains/(losses) - - - - (171) -
on investments
Retained revenue - - - - - (354)
Transfer between - (22,998) 22,179 819 - -
reserves
Distributions - - - (1,044) - (246)
paid
At 31 August 275 4,955 20,771 139 (5,062) (352)
2009
10. Contingent liabilities, guarantees and financial commitments
The Company has guaranteed bank borrowings of one of its investments,
Donatantonio Limited, amounting to £225,000. A third party has
provided a guarantee to the Company amounting to £112,500 in respect
of the above guarantee such that the Company's net exposure is
£112,500.
Apart from the above, the Company has no Contingent liabilities,
guarantees and financial commitments.
11. The unaudited financial statements set out herein do not
constitute statutory accounts within the meaning of Section 240 of
the Companies Act 1985 and have not been delivered to the Registrar
of Companies. The figures for the year ended 28 February 2009 have
been extracted from the financial statements for that year, which
have been delivered to the Registrar of Companies; the auditors'
report on those financial statements was unqualified.
12. The Directors confirm that, to the best of their knowledge, the
half-yearly financial statements have been prepared in accordance
with the "Statement: Half-Yearly Financial Reports" issued by the UK
Accounting Standards Board and the half-yearly financial report
includes a fair review of the information required by:
a. DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first
six months of the financial year and their impact on the condensed
set of financial statements, and a description of the principal risks
and uncertainties for the remaining six months of the year; and
b. DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months of
the current financial year and that have materially affected the
financial position or performance of the entity during that period,
and any changes in the related party transactions described in the
last annual report that could do so.
13. Copies of the unaudited half-yearly results will be sent to
Shareholders. Further copies can be obtained from the Company's
Registered Office and will be available for download from
www.provenvcts.com and www.downing.co.uk.
---END OF MESSAGE---
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