Financial Summary
31 Aug 2012 | 29 Feb 2012 | 31 Aug 2011 | |
Pence | Pence | Pence | |
Ordinary Shares * | |||
Net asset value per share ("NAV") | 78.5 | 82.2 | 79.7 |
Dividends paid ** | 18.6 | 14.1 | 14.1 |
Total return (NAV plus dividends paid) | 97.1 | 96.3 | 93.8 |
'D' Shares | |||
Net asset value per share ("NAV") | 89.7 | 86.8 | 89.9 |
* The Ordinary Shares were originally created as 'C' Shares in 2006. The original Ordinary Shares merged with the 'C' Shares in October 2009 at which point the 'C' Shares were converted into Ordinary Shares on a one-for-one basis.
** Dividends paid represents dividends paid in respect of the 'C' Shares between their launch in 2006 up until their conversion in 2009 and as Ordinary Shares since the 'C' Share conversion.
Chairman's Statement
Introduction
I am pleased to present my report for the six months 31 August 2012. In a difficult period for the economy, the performance of the Company's investment portfolio has been robust, with increases in total returns of both the Ordinary and 'D' Share classes.
Net asset values
Ordinary Shares
As at 31 August 2012, the net asset value ("NAV") per Ordinary Share stood at 78.5p, an increase of 0.8p per share or 0.9% since the year end (after adjusting for the 4.5p dividend paid on 31 August 2012).
'D' Shares
As at 31 August 2012, the NAV per 'D' Share stood at 89.7p, an increase of 2.9p per share or 3.3% since the year end.
Venture capital investments
Ordinary Share portfolio
The Ordinary Share pool made three follow-on investments in the period at a total cost of £510,000. Additionally, the Company received a new investment in Vigilant Application Limited as part of the administration of the failed investment, Overtis Group Limited.
The investment in Ashford Colour Press Limited was sold in the period, producing a small realised gain. There was also one small partial loan stock redemption.
In reviewing the investment valuations at the period end, the Board has agreed a number of movements. The net effect of the movements was an unrealised loss of £236,000 alongside net realised gains of £79,000.
'D' Share portfolio
The 'D' Share pool completed four follow-on investments during the period, at a total cost of £498,000. In respect of disposals, there was one small loan stock redemption.
The net effect of investment valuation movements over the period was an unrealised gain of £279,000. The most notable increases were £73,000 in Tossed, on the back of improving trading results, and £172,000 in Senselogix, where there has been improved trading as well as new funding from a third party investor.
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 gain on ordinary activities after taxation for the Company during the period of £451,000 (£543,000 revenue surplus and £92,000 capital loss). Details of how this is analysed between the share pools is shown in the detailed Income Statement. No interim dividends will be paid.
'D' Share conversion
I can confirm that the proposals to convert the 'D' Shares into Ordinary Shares to give both groups of Shareholders exposure to a more diversified portfolio and simplify the structure of the Company were approved at the Shareholder meetings on 24 October 2012 and the conversion took place on 30 October 2012. 'D' Shareholders received approximately 1.1427 Ordinary Shares for each 'D' Share previously held. Former 'D' Shareholders should receive new certificates shortly.
The value of Shareholders' investments in the Company has not changed as a result of the Share conversion.
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 current policy is to purchase Ordinary Shares at a price equivalent to a 10% discount to the latest published NAV.
During the period, the Company purchased 644,424 Ordinary Shares at an average price of 73.5p per share and 19,300 'D' Shares at an average price of 83.3p per share. These shares were subsequently cancelled.
Shareholders who are considering selling their shares are reminded that the Company's Administrator, Downing LLP, is able to provide details of close periods and of the prices at which the Company has bought in shares.
Outlook
The Company has a significant level of funds available for investment and the Manager reports a strong pipeline of potential investment opportunities. Now that the Company has just one share class, the format of the Company's reports to Shareholders in future will be simpler and should allow investors to track the ongoing performance of their investment more easily. The Board and the Manager believes that the combined portfolio of venture capital investments has the potential to deliver good returns to Shareholders, in line with the Company's investment objectives.
Marc Vlessing
Chairman
31 October 2012
Investment Manager's Report
Introduction
We set out below our half yearly report to 31 August 2012 for ProVen Growth and Income VCT plc. Despite an economic background which continues to be challenging, the overall performance of the companies in the investment portfolio has been resilient and we continue to see a good flow of companies looking for equity investment.
Portfolio activity and valuation
Ordinary Share pool
At 31 August 2012, the Company's Ordinary Share portfolio comprised holdings in 21 companies, of which 18 were unquoted and 3 were quoted, at a valuation of £15.2 million and original acquisition cost of £13.9 million. In addition, the Ordinary Share pool held £11.3 million in cash and liquidity funds.
Further funding was provided to Fjordnet £260,000, Utility Exchange £167,000 and Campden Media, £83,000 during the period. Ashford Colour Press was sold to its management in June, generating a modest capital profit on the initial investment but with an overall return since investment of 8% per annum including interest received on loan notes. Overtis Group went into administration during the period and is therefore treated as realised although, as mentioned in the Chairman's Statement, the Company received an investment in Vigilant Applications Limited as part of the administration process.
The value of the Ordinary Share portfolio decreased by £236,000 during the period. This movement reflects a combination of both individual portfolio company performance and the impact of wider market comparables which are used in valuations.
'D' Share pool
At 31 August 2012, the Company's 'D' Share portfolio comprised 10 unquoted holdings with a valuation of £3.2 million and cost of £3.1 million. In addition, the 'D' Share pool held £4.2 million in cash and liquidity funds.
Further funding was provided to APM Healthcare £238,000, Utility Exchange £146,000, Senselogix £64,000 and Fjordnet £50,000. In addition, the Company received founder shares in Long Eaton Healthcare, a GP centre pharmacy, by virtue of its original investment in APM Healthcare.
The value of the 'D' Share portfolio increased by a £279,000 over the period, primarily as a result uplifts in the valuations of Senselogix, Tossed and Fjordnet.
Post period end developments
Following the half year end, an investment of £1,115,000 (Ordinary Share £750,000; 'D' Share £365,000), as part of total funding of £1.8 million from Beringea managed VCTs, was made into Inskin Media. Inskin is a UK based company that has developed a range of technologies for the rapidly growing area of online video advertising. The company has established itself as a significant player in the UK market by its ability to provide innovative technology formats which have been proven to drive higher yields for online media owners and strong returns for advertising campaigns. With its established strong network of premium publishers, the company is planning to extend its reach into additional digital platforms such as mobile, tablets and connected TVs and into new geographies. A further investment of £233,000 was made into Speed-Trap Holdings in the 'D' Share portfolio to support the company's further development.
We are pleased that Shareholders approved the merger of the Company's two share classes after the period end. At the date of this report there is one investment portfolio in which all Shareholders have an interest at a cost and valuation of £17.0 million and £18.0 million respectively. This gives all Shareholders access to a broader range of unquoted investments and lowers the overall risk profile of their investment. In addition, the Company's cash and liquid funds ensure that the Company is able to take advantage of new investment opportunities.
Outlook
As some Shareholders may be aware, the VCT regulations under which the Company operates changed during the period. These changes included an increase in the maximum VCT qualifying investment in any one company in any 12 month period to £5 million and an increase in the gross assets and maximum employees of a VCT qualifying company. These changes mean that the Company can invest in larger, and therefore potentially lower risk, businesses and also invest further funds in established and successful portfolio companies which may have outgrown the previous VCT limits. We are also pleased with progress made by a number of the portfolio companies during what has been, and continues to be, a difficult period for businesses in general and smaller companies in particular. We are optimistic that, with stable economic conditions, the investment portfolio has the potential to deliver strong realised returns for Shareholders.
31 October 2012
Unaudited Balance Sheet
as at 31 August 2012
Company Total
31 Aug 2012 | 31 Aug 2011 | 29 Feb 2012 | |||
£'000 | £'000 | £'000 | |||
Fixed assets | |||||
Investments | 18,450 | 16,061 | 17,621 | ||
Current assets | |||||
Debtors | 260 | 241 | 1,208 | ||
Current investments | 2,500 | 2,500 | 2,500 | ||
Cash at bank and in hand | 12,962 | 16,156 | 14,402 | ||
15,722 | 18,897 | 18,110 | |||
Creditors: amounts falling due within one year | (309) | (287) | (347) | ||
Net current assets | 15,413 | 18,610 | 17,763 | ||
Net assets | 33,863 | 34,671 | 35,384 | ||
Capital and reserves | |||||
Called up share capital | 628 | 636 | 638 | ||
Capital redemption reserve | 977 | 961 | 966 | ||
Share premium account | 17,797 | 17,418 | 17,758 | ||
Special reserve | 11,802 | 15,504 | 14,513 | ||
Capital reserve - realised | 1,430 | 1,389 | 1,459 | ||
Revaluation reserve | 1,435 | (545) | 614 | ||
Revenue reserve | (206) | (692) | (564) | ||
Equity shareholders' funds | 33,863 | 34,671 | 35,384 | ||
Net asset value per Ordinary Share: | 78.5p | 79.7p | 82.2p | ||
Net asset value per 'D' Share: | 89.7p | 89.9p | 86.8p |
Ordinary Shares
31 Aug 2012 | 31 Aug 2011 | 29 Feb 2012 | |||
£'000 | £'000 | £'000 | |||
Fixed assets | |||||
Investments | 15,226 | 13,709 | 15,168 | ||
Current assets | |||||
Debtors | 233 | 223 | 1,189 | ||
Current investments | 1,250 | 1,250 | 1,250 | ||
Cash at bank and in hand | 10,026 | 12,313 | 10,897 | ||
11,509 | 13,789 | 13,336 | |||
Creditors: amounts falling due within one year | (244) | (232) | (271) | ||
Net current assets | 11,265 | 13,554 | 13,065 | ||
Net assets | 26,491 | 27,263 | 28,233 | ||
Capital and reserves | |||||
Called up share capital | 546 | 554 | 556 | ||
Capital redemption reserve | 976 | 960 | 965 | ||
Share premium account | 10,012 | 9,633 | 9,973 | ||
Special reserve | 11,802 | 15,504 | 14,513 | ||
Capital reserve - realised | 1,765 | 1,625 | 1,752 | ||
Revaluation reserve | 1360 | (520) | 818 | ||
Revenue reserve | 30 | (493) | (344) | ||
Equity shareholders' funds | 26,491 | 27,263 | 28,233 | ||
Net asset value per Ordinary Share | 78.5p | 79.7p | 82.2p |
'D' Shares
31 Aug 2012 | 31 Aug 2011 | 29 Feb 2012 | |||
£'000 | £'000 | £'000 | |||
Fixed assets | |||||
Investments | 3,224 | 2,352 | 2,453 | ||
Current assets | |||||
Debtors | 27 | 18 | 19 | ||
Current investments | 1,250 | 1,250 | 1,250 | ||
Cash at bank and in hand | 2,936 | 3,843 | 3,505 | ||
4,213 | 5,111 | 4,774 | |||
Creditors: amounts falling due within one year | (65) | (55) | (76) | ||
Net current assets | 4,148 | 5,056 | 4,698 | ||
Net assets | 7,372 | 7,408 | 7,151 | ||
Capital and reserves | |||||
Called up share capital | 82 | 82 | 82 | ||
Capital redemption reserve | 1 | 1 | 1 | ||
Share premium account | 7,785 | 7,785 | 7,785 | ||
Special reserve | - | - | - | ||
Capital reserve - realised | (335) | (236) | (293) | ||
Revaluation reserve | 75 | (25) | (204) | ||
Revenue reserve | (236) | (199) | (220) | ||
Equity shareholders' funds | 7,372 | 7,408 | 7,151 | ||
Net asset value per 'D' Share | 89.7p | 89.9p | 86.8p |
Unaudited Income Statement
for the six months ended 31 August 2012
Company Total
Six months ended31 Aug 2012 | Six months ended31 Aug 2011 | Year ended 29 Feb 2012 | |||||||
Revenue | Capital | Total | Revenue | Capital | Total | Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Income | 824 | - | 824 | 279 | - | 279 | 663 | ||
Gains/(losses) on investments | - | 122 | 122 | - | (490) | (490) | 236 | ||
824 | 122 | 946 | 279 | (490) | (211) | 899 | |||
Investment management fee | (71) | (214) | (285) | (89) | (270) | (359) | (718) | ||
Performance incentive fees | - | - | - | - | - | - | - | ||
Other expenses | (210) | - | (210) | (162) | - | (162) | (322) | ||
Return/(loss) on ordinary activities before taxation | 543 | (92) | 451 | 28 | (760) | (732) | (141) | ||
Tax on ordinary activities | - | - | - | - | - | - | - | ||
Return/(loss) attributable to equity shareholders | 543 | (92) | 451 | 28 | (760) | (732) | (141) | ||
| |||||||||
Basic and diluted return/(loss) per Ordinary Share | 1.6p | (1.0p) | 0.6p | 0.2p | (2.4p) | (2.2p) | 0.4p | ||
Basic and diluted return/(loss) per 'D' Share | 0.0p | 2.9p | 2.9p | (0.3p) | 0.1p | (0.2p) | (3.2p) |
Analysed by share class:
Ordinary Share pool
Six months ended31 Aug 2012 | Six months ended31 Aug 2011 | Year ended29 Feb 2012 | |||||||
Revenue | Capital | Total | Revenue | Capital | Total | Total | |||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Income | 769 | - | 769 | 240 | - | 240 | 585 | ||
(Losses)/gains on investments | - | (157) | (157) | - | (555) | (555) | 350 | ||
769 | (157) | 612 | 240 | (555) | (315) | 935 | |||
Investment management fee | (57) | (171) | (228) | (71) | (215) | (286) | (570) | ||
Performance incentive fees | - | - | - | - | - | - | - | ||
Other expenses | (170) | - | (170) | (119) | - | (119) | (243) | ||
Return/(loss) on ordinary activities before taxation | 542 | (328) | 214 | 50 | (770) | (720) | 122 | ||
Tax on ordinary activities | - | - | - | - | - | - | - | ||
Return/(loss) attributable to equity shareholders | 542 | (328) | 214 | 50 | (770) | (720) | 122 | ||
'D' Share pool | |||||||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||
Income | 55 | - | 55 | 39 | - | 39 | 78 | ||
Gains/(losses) on investments | - | 279 | 279 | - | 65 | 65 | (114) | ||
55 | 279 | 334 | 39 | 65 | 104 | (36) | |||
Investment management fee | (14) | (43) | (57) | (18) | (55) | (73) | (148) | ||
Performance incentive fees | - | - | - | - | - | - | - | ||
Other expenses | (40) | - | (40) | (43) | - | (43) | (79) | ||
Return/(loss) on ordinary activities before taxation | 1 | 236 | 237 | (22) | 10 | (12) | (263) | ||
Tax on ordinary activities | - | - | - | - | - | - | - | ||
Return/(loss) attributable to equity shareholders | 1 | 236 | 237 | (22) | 10 | (12) | (263) |
Reconciliation of Movements in Shareholders' Funds
for the six months ended 31 August 2012
31 Aug 2012 | 31 Aug 2011 | 29 Feb 2012 | |||||||
Ordinary Shares | 'D' Shares | Total | Total | Total | |||||
£'000 | £'000 | £'000 | £'000 | £'000 | |||||
Opening shareholders' funds | 28,233 | 7,151 | 35,384 | 28,241 | 28,241 | ||||
Proceeds from share issues | 39 | - | 39 | 9,652 | 10,020 | ||||
Share issue costs | - | - | - | (528) | (549) | ||||
Purchase of own shares | (476) | (16) | (492) | (415) | (640) | ||||
Total recognised gain/(loss) for the year | 214 | 237 | 451 | (732) | (141) | ||||
Distributions paid in the period | (1,519) | - | (1,519) | (1,547) | (1,547) | ||||
Closing shareholders' funds | 26,491 | 7,372 | 33,863 | 34,671 | 35,384 |
Unaudited Cash Flow Statement
for the six months ended 31 August 2012
Six months ended 31 Aug 2012 | Six months ended 31 Aug 2011 | Year ended 29 Feb 2012 | ||
Note | £'000 | £'000 | £'000 | |
Net cash inflow/(outflow) from operating activities | A | 196 | (302) | (1,649) |
Capital expenditure | ||||
Purchase of investments | (1,008) | (663) | (3,514) | |
Disposal of investments | 1,345 | 976 | 2,019 | |
Net cash inflow/(outflow) from capital expenditure | 337 | 313 | (1,495) | |
Equity distributions paid | (1,520) | (1,547) | (1,547) | |
Net cash outflow before financing | (987) | (1,536) | (4,691) | |
Financing | ||||
Proceeds from share issue | 39 | 8,373 | 10,020 | |
Share issue costs | - | (528) | (549) | |
Purchase of own shares | (492) | (286) | (511) | |
Net cash inflow from financing | (453) | 7,559 | 8,960 | |
(Decrease)/Increase in cash | B | (1,440) | 6,023 | 4,269 |
Notes to the cash flow statement: | ||||
A Net cash flow from operating activities | ||||
Return/(loss) on ordinary activities before taxation | 451 | (732) | (141) | |
(Gains)/losses on investments | (122) | 490 | (236) | |
Increase in debtors | (54) | (51) | (45) | |
Decrease in creditors | (38) | (9) | (1,227) | |
Net cash inflow/(outflow) from operating activities | 237 | (302) | (1,649) | |
B Analysis of net funds | ||||
Beginning of period | 14,402 | 10,133 | 10,133 | |
Net cash (outflow)/inflow | (1,440) | 6,023 | 4,269 | |
End of period | 12,962 | 16,156 | 14,402 |
Summary of Investment Portfolio
as at 31 August 2012
Cost | Valuation | Valuation movement in the period | % of portfolio by value | |
Ordinary Share pool | £'000 | £'000 | £'000 | |
Top ten venture capital investments (by value) | ||||
Espresso Group Limited | 1,582 | 2,584 | 149 | 9.8% |
Donatantonio Limited | 1,366 | 2,175 | (163) | 8.2% |
Fjordnet Limited | 1,660 | 2,273 | 368 | 8.6% |
Charterhouse Leisure Limited | 1,000 | 1,125 | 69 | 4.2% |
Blis Media Limited | 621 | 1,125 | (247) | 4.2% |
Cross Solar PV Limited | 978 | 978 | - | 3.7% |
Campden Media Limited | 840 | 884 | 24 | 3.4% |
Eagle-i Music Limited | 804 | 804 | - | 3.0% |
Eagle Rock Entertainment Group Limited | 680 | 780 | (26) | 2.9% |
Chess Technologies Limited | 900 | 721 | (375) | 2.7% |
10,431 | 13,449 | (201) | 50.7% | |
Other venture capital investments | 3,435 | 1,777 | (35) | 6.7% |
13,866 | 15,226 | (236) | 57.4% | |
Liquidity fund investments | 1,250 | 4.8% | ||
Cash at bank and in hand | 10,026 | 37.8% | ||
Ordinary Share pool total | 26,502 | 100.0% | ||
'D' Share pool | £'000 | £'000 | £'000 | % |
Venture capital investments (by value) | ||||
Tossed Limited | 624 | 745 | 73 | 10.1% |
MatsSoft Limited | 650 | 669 | 19 | 9.0% |
APM Healthcare Limited | 425 | 425 | - | 5.7% |
Utility Exchange Online Limited | 380 | 380 | - | 5.1% |
Monica Vinader Limited | 138 | 292 | (23) | 4.0% |
Senselogix Limited | 196 | 231 | 172 | 3.1% |
Speed-Trap Holdings Limited | 295 | 181 | - | 2.4% |
Fjordnet Limited | 326 | 191 | 40 | 2.6% |
Cinergy International (UK) Limited | 115 | 104 | (8) | 1.4% |
Long Eaton Healthcare Limited | - | 6 | 6 | 0.1% |
3,149 | 3,224 | 279 | 43.5% | |
Liquidity fund investments | 1,250 | 16.9% | ||
Cash at bank and in hand | 2,936 | 39.6% | ||
'D' Share pool total | 7,410 | 100.0% |
Other venture capital investments in the Ordinary Share pool at 31 August 2012 comprise: SPC International Limited, Utility Exchange Online Limited, Dianomi Limited, MatsSoft Limited, Pilat Media Global plc, UBC Media Group plc, Sports Holdings Limited, Immedia Broadcasting plc, Vigilant Applications Limited, Isango! Limited and Baby Innovations S.A. t/a Steribottle.
With the exclusion of Pilat Media Global plc, UBC Media Group plc and Immedia plc which are quoted on AIM, all venture capital investments are unquoted.
Summary of Investment Movements
for the six months ended 31 August 2012
Additions | Cost |
£'000 | |
Ordinary Share pool | |
Fjordnet Limited | 260 |
Utility Exchange Online Limited | 167 |
Campden Media Limited | 83 |
510 | |
'D' Share pool | |
APM Healthcare Limited | 238 |
Utility Exchange Online Limited | 146 |
Senselogix Limited | 64 |
Fjordnet Limited | 50 |
498 |
Disposals
Market | |||||
value at | Gain/(loss) | Realised | |||
Cost | 1 March 2012* | Disposal Proceeds | against cost | gain in period | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Ordinary Share pool | |||||
Ashford Colour Press Limited | 275 | 210 | 289 | 15 | 79 |
Sports Holdings Limited | 6 | 6 | 6 | - | - |
Overtis Group Limited | 713 | - | - | (713) | - |
994 | 216 | 295 | (698) | 79 | |
'D' Share pool | |||||
Senselogix Limited | 6 | 6 | 6 | - | - |
6 | 6 | 6 | - | - | |
1,000 | 222 | 301 | (698) | 79 |
* Adjusted for investments made since 1 March 2012
Notes to the Unaudited Financial Statements
1. The unaudited half-yearly results cover the six months to 31 August 2012 and have been prepared in accordance with UK Generally Accepted Accounting Practice ("UK GAAP"). Where presentational guidance set out in the Statement of Recommended Practice "Financial Statements of Investment Trust Companies" revised January 2009 ("SORP") 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.
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 2011 and the year ended 29 February 2012.
6. Return per share for the period has been calculated on the following:
Ordinary Shares | 'D' Shares | ||
Revenue return per share based on: | |||
Net revenue profit/(loss) after taxation (£'000) | 542 | 1 | |
Capital return per share based on: | |||
Net capital (loss)/gain after taxation (£'000) | (328) | 236 | |
Weighted average number of shares in issue | 34,176,462 | 8,228,707 |
7. NAV per share for the period has been calculated on the following:
Ordinary Shares | 'D' Shares | ||
Net assets (£'000) | 26,491 | 7,372 | |
Number of shares in issue at period end | 33,737,573 | 8,217,514 |
8. Dividends
Six months to 31 Aug 2012 | Six months to 31 Aug 2011 | Year ended 29 Feb 2012 | ||||||||
Revenue | Capital | Total | Revenue | Capital | Total | Total | ||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||||
Ordinary Share dividends paid in period | ||||||||||
2012 Final | 169 | 1,351 | 1,520 | 172 | 1,375 | 1,547 | 1,547 |
No dividends have been paid in respect of the 'D' Shares to date.
9. Reserves
Capital redemption reserve | Share premium account | Special reserve | Capital reserve - realised | Revaluation reserve | Revenue reserve | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
At 1 March 2012 | 966 | 17,758 | 14,513 | 1,459 | 614 | (564) |
Purchase of own shares | 11 | - | (476) | - | - | (16) |
Issue of new shares | - | 39 | - | - | - | - |
Expenses capitalised | - | - | - | (214) | - | - |
Tax relief on capital expenses | - | - | - | - | - | - |
Gains/(losses) on investments | - | - | - | 79 | 43 | - |
Retained revenue | - | - | - | - | - | 543 |
Transfer between reserves | - | - | (2,235) | 1,457 | 778 | - |
Distributions paid | - | - | - | (1,351) | - | (169) |
At 31 August 2012 | 977 | 17,797 | 11,802 | 1,430 | 1,435 | (206) |
The Special reserve, Capital reserve-realised and Revenue reserve are all distributable reserves. The Revaluation reserve includes losses of £2,293,000 which are included in the calculation of distributable reserves. Total distributable reserves are £10,733,000.
10. Contingent liabilities, guarantees and financial commitments
The Company has guaranteed bank borrowings on 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 434 of the Companies Act 2006 and have not been delivered to the Registrar of Companies. The figures for the year ended 29 February 2012 have been extracted from the financial statements for that year, which have been delivered to the Registrar of Companies; the Auditor's 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. Risks and uncertainties
Under the Disclosure and Transparency Directive, the Board is 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.
The Board has concluded that the key risks facing the Company over the remainder of the financial year are as follows:
i. investment risk associated with investing in small and immature businesses;
ii. investment risk arising from extremely volatile stock market conditions and their potential effect on investment valuation; and
iii. failure to maintain approval as a VCT.
In the case of (i), the Board is 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 (ii), the Company seeks to hold a diversified portfolio. However, the Company's ability to manage this risk is quite limited, primarily due to the restrictions arising from the VCT regulations and the general nature of investing in small unquoted businesses.
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.
14. Going concern
The Company has considerable financial resources both at the period end and at the date of this report, and holds a diversified portfolio of investments. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The Directors confirm that they are satisfied that the Company has adequate resources to continue in business for the foreseeable future. For this reason, they believe that the Company continues to be a going concern and that it is appropriate to apply the going concern basis in preparing the financial statements.
15. 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.