Downing FOUR VCT plc: Final Results

Downing FOUR VCT plc: Final Results

Downing FOUR VCT plc
LEI: 21380035MV1VRYEXPR95
Final Results for the year ended 31 March 2018

19 July 2018

FINANCIAL HIGHLIGHTS

 31 March
2018
 31 March
2017
 pence pence
DSO B Share pool   
Net Asset Value per DSO B Share-  20.7 
Net Asset Value per DSO C Share-  0.1 
Cumulative distributions106.883  91.5 
Adjusted for Performance Incentive estimate-  (5.5)
Total Return per DSO B Share and DSO C Share106.883  106.8 
    
DSO D Share pool   
Net Asset Value per DSO D Share54.4  76.1 
Cumulative distributions52.5  25.0 
Adjusted for Performance Incentive estimate(4.4) - 
Total Return per DSO D Share102.5 1101.1 
    
DP67 Share pool   
Net Asset Value per DP67 Share50.0  66.1 
Cumulative distributions (since original launch)49.8  27.8 
Total Return per DP67 Share99.8  93.9 
    
DP2011 General Share pool   
Net Asset Value per DP2011 General Ordinary Share-  15.0 
Net Asset Value per DP2011 General A Share20.3  31.2 
Cumulative distributions (since original launch)85.0  55.0 
Total Return per DP2011 General Ordinary Share and DP2011 General A Share105.3 2101.2 
    
DP2011 Structured Share pool   
Net Asset Value per DP2011 Structured Ordinary Share-  4.8 
Net Asset Value per DP2011 Structured A Share15.0  31.9 
Cumulative distributions (since original launch)90.0  65.0 
Total Return per DP2011 Structured Ordinary Share and DP2011 Structured A Share105.0 3101.7 
    
DP2011 Low Carbon Share pool   
Net Asset Value per DP2011 Low Carbon Share-  43.0 
Cumulative distributions (since original launch)107.3  73.9 
Adjusted for Performance Incentive estimate-  (2.5)
Total Return per DP2011 Low Carbon Share107.3  114.4 
    
Generalist Share pool   
Net Asset Value and Total Return per Generalist Share95.5  99.9 
    
Healthcare Share pool   
Net Asset Value and Total Return per Healthcare Share94.6  99.7 
    

1 Based on Total Return levels at 31 March 2018, a Performance Incentive is expected to become due to management. The Performance Incentive has been estimated at 4.4p per DSO D Share.
2 The Total Return to Shareholders at 31 March 2018 is shown net of the Performance Incentive due to management. By virtue of the A Share dividends paid during the year, a Performance Incentive of 2.2p per DP2011 General Ordinary Share has been paid to management. The remaining Performance Incentive, expected to become payable to management, has been estimated at 3.6p per DP2011 General Ordinary Share.
3 The Total Return to Shareholders at 31 March 2018 is shown net of the Performance Incentive due to management. By virtue of the A Share dividends paid during the year, a Performance Incentive of 3.0p per DP2011 Structured Ordinary Share has been paid to management. The remaining Performance Incentive, expected to become payable to management, has been estimated at 2.7p per DP2011 Structured Ordinary Share.

CHAIRMAN’S STATEMENT

Introduction
I am pleased to present the Company’s Annual Report for the year ended 31 March 2018.

It has been another busy year for your Company as a number of the planned exit Share pools continue to make progress in returning funds to investors, whilst two Share pools made their closing distributions to Shareholders. At the same time, the Company has continued to invest proceeds from the Generalist and Healthcare fundraisings, in order to build the “evergreen” portfolios.

Share pool review
As at 31 March 2018 the Company had six active Share pools, being four planned exit pools and two evergreen pools. Brief reviews of the Share pools which were active during the year are given below.

DSO B Share pool
The final distribution to B Shareholders was made in January 2018. Shareholders have received a total of 106.883p for a combined holding of one DSO B Share and one DSO C Share. The Board is satisfied with the performance of the B Share pool and feels that initial investors achieved a good return on their net investment of 70.0p.

DSO D Share pool
The DSO D Shares were originally issued in 2012. As the fifth anniversary of the close of the offer fell during August 2017, the task of unwinding the investment portfolio is underway. We expect that this process will be completed within the next year.

The DSO D Share NAV stood at 54.4p at the year end, an increase of 5.8p per Share or 7.6% over the year after adjusting for the dividends of 27.5p per hare paid in the year. Total Return now stands at 102.5p per Share, compared to the cost for Shareholders who invested in the DSO D Share offer of 100.0p or 70.0p net of income tax relief.

A more detailed review of the DSO D Share pool is included in the Investment Manager’s Report.
                               
DP67 Share pool
The DP67 Shares were originally issued in 2007, although many Shareholders took advantage of the opportunity to participate in a Share Realisation and Reinvestment Scheme in 2013, which started a new five-year holding period for those investors. This new five-year holding period passed in January 2018, therefore the task of seeking to realise the DP67 Share pool investments has commenced, and we anticipate that this process will be completed within the next year.

The DP67 Share NAV stood at 50.0p at the year end, an increase of 5.9p per Share or 8.9% over the year after adjusting for the dividends of 22.0p per Share paid in the year.
Total Return now stands at 99.8p per Share, compared to the original cost for Shareholders who invested in 2007 of 100.0p or 70.0p net of income tax relief.

A more detailed review of the DP67 Share pool is included in the Investment Manager’s report.

DP2011 General Share pool
The process of seeking to exit from the remaining investments is continuing, after the majority of the investment portfolio was realised during the year.

The NAV of a combined holding of one DP2011 General Ordinary Share and one DP2011 General A Share stood at 20.3p at the year end, an increase of 4.1p or 8.9% for the year, after adjusting for the dividends paid during the year, of 30.0p per combined holding. Total Return now stands at 105.3p per Share, compared to the cost for Shareholders of 100.0p or 70.0p net of income tax relief.

The Share pool has a small number of remaining investments, all with a path to exit. We anticipate that the task of realising the remaining investments will be completed within the next year.

A more detailed review of the DP2011 General Share pool is presented in the Investment Manager’s report.

DP2011 Structured Share pool
The process of seeking to exit from the remaining investments is continuing, after the majority of the investment portfolio was realised during the year.

The NAV of a combined holding of one DP2011 Structured Ordinary Share and one DP2011 Structured A Share stood at 15.0p at the year end, an increase of 3.3p or 9.0% for the year, after adjusting for the dividends paid during the year, of 25.0p per combined holding. Total Return now stands at 105.0p per Share, compared to the cost for Shareholders of 100.0p or 70.0p net of income tax relief.

As with the DP2011 General Share pool, the DP2011 Structured Share pool has a small number of remaining investments, all with a path to exit. We anticipate that the Share pool will realise its remaining investments within the next year.

A more detailed review of the DP2011 Structured Share pool is presented in the Investment Manager’s Report.

DP2011 Low Carbon pool
The final distribution to DP2011 Low Carbon Shareholders was made in March 2018. Total Return (NAV plus cumulative dividends) to Shareholders who invested under the initial offer was 107.3p per Share. The Board is satisfied with the performance of the DP2011 Low Carbon Share pool and feels that initial investors achieved a good return on their net investment of 70.0p.

Generalist Share pool
The Generalist Share pool launched in 2017 and the main offer closed during the year, having raised £31.1 million.   The Company will continue to allot a small number of monthly subscription Shares under a Top-up document. 

The Manager has built a pipeline of suitable investment opportunities, and made initial investments into a number of VCT Qualifying entities during the year.

The Generalist Share NAV/Total Return stood at 95.5p at the year end, a decrease of 4.4p per Share or 4.4% over the year.  This is a result of the initial “cash drag” of uninvested funds, as well as adverse market conditions which have impacted the prices of the quoted investments. The cost for Shareholders who invested under the initial offer was 100.0p or 70.0p net of income tax relief.

A more detailed review of the Generalist Share pool is included in the Investment Manager’s Report.

Healthcare Share pool
The Healthcare Share pool launched in 2017 and the main offer closed during the year, having raised £11.9 million.  The Company will continue to allot a small number of monthly subscription Shares under a Top-up document. 

The Manager has been working on sourcing investment opportunities, and made initial investments into two VCT Qualifying entities during the year.

The Healthcare Share NAV/Total Return stood at 94.6p at the year end, a decrease of 5.1p per Share or 5.1% over the year. This is a result of the initial “cash drag” of uninvested funds, as well as adverse market conditions which have impacted the prices of the quoted investments. The cost for Shareholders who invested under the initial offer was 100.0p or 70.0p net of income tax relief.

A more detailed review of the Healthcare Share pool is included in the Investment Manager’s Report.

Dividends
The DSO D, DP2011 General and DP2011 Structured Share pools made good progress with realisations from their respective portfolios during the year, and declare the following interim dividends payable on 13 August 2018, to Shareholders on the register at 20 July 2018:

DSO D Share - 24.0p
DP2011 General A Shares - 7.0p
DP2011 Structured A Shares - 5.0p

Additional dividends from the planned exit Share pools will be declared as and when further realisations have been completed.

Share buybacks
In the initial five-year period of each Share class, the Company operates a policy of buying in its own Shares that become available in the market, subject to regulatory restrictions and other factors such as availability of liquid funds. Any such purchases are undertaken at a price approximately equal to NAV (i.e. at a nil discount). 

47,649 DP67 Ordinary Shares were purchased during the year ended 31 March 2018.

As the planned exit Share pools have all initiated the process of returning funds to Shareholders, the Company no longer undertakes any further Share buybacks in respect of the DSO D, DP67 Ordinary Shares, DP2011 General Ordinary Shares, DP2011 General A Shares, DP2011 Structured Ordinary Shares and DP2011 Structured A Shares. The Board believes it is fairer to all Shareholders to distribute the remaining NAV by way of tax-free dividends, rather than setting aside sums to fund Share buybacks.

The policy for buying in Shares is still in operation for the Generalist and Healthcare Shares.

Annual General Meeting (“AGM”)
The Company’s eighth AGM will be held at 6th Floor, St. Magnus House, 3 Lower Thames Street, London, EC3R 6HD at 11:30 a.m. on 4 September 2018.

Resolution 6 is a special resolution seeking to cancel the Share Premium balances in respect of the Generalist and Healthcare Shares in issue, as well as the capital redemption reserve.

Resolution 8 is a special resolution seeking to renew the authority to allow the Company to make market purchases of its Shares.

Outlook
The remaining planned exit Share pools are expected to complete the return of funds to investors within the next year.

The focus of the Manager will also be on further building the Generalist and Healthcare investment portfolios. We expect to see a significant level of new and follow on investments made in the coming months.

Over the course of the year as the planned exits complete, we will be left with an evergreen fund with two Share pools. I look forward to reporting developments in the Half-Yearly Report to 30 September 2018.

Lord Flight
Chairman

INVESTMENT MANAGER’S REPORT- DSO B SHARE POOL

Introduction
The process of realising the DSO B Share pool investments was completed at the end of 2017, and the final distributions of 4.444p per DSO B Share and 10.939p per DSO C Share were paid on 26 January 2018.

Realisations
During the year, the remaining six investments with a carrying value were sold from the DSO B Share pool, generating total proceeds of £1.9 million and a gain over opening value of £120,000.

Final results
Over the life of the DSO B Share pool, Shareholders who invested under the original offer received 95.944p per DSO B Share and 10.939p per DSO C Share, equating to a Total Return of 106.883p for an original investment of 70.0p, net of income tax relief.

Following the final distributions, in accordance with the Articles of the Company, the DSO B Shares and DSO C Shares were converted into worthless deferred Shares and were duly cancelled on 10 April 2018.

Downing LLP

Investment movements for the year ended 31 March 2018

DISPOSALS

 CostValuation
at 01/04/17
 

Proceeds
Profit vs. costRealised
gain
 £’000£’000£’000£’000£’000
Venture Capital investments     
Avon Solar Energy Limited420515528108 13 
Mosaic Spa and Health Clubs Limited*692441422(317)(19)
Westcountry Solar Solutions Limited500434445(55)11 
Fenkle Street LLP**154362361207 (1)
Future Biogas (Reepham Road) Limited632--(632)- 
Quadrate Spa Limited460--(460)- 
 2,8581,7521,756(1,149)4 
Deferred consideration     
London City Shopping Centre Limited--8686 86 
Snow Hill Developments LLP--3030 30 
 2,8581,7521,872(1,033)120 

*partially qualifying investment
**non-qualifying investment

DSO D SHARE POOL SUMMARY

INVESTMENT MANAGER’S REPORT- DSO D SHARE POOL
Introduction

The five-year anniversary of the DSO D Share pool has passed, and the process of realising the investments and returning funds to Shareholders is underway.

Net Asset Value and results
The Net Asset Value (“NAV”) per DSO D Share at 31 March 2018 stood at 54.4p, an increase of 5.8p or 7.6% over the year after adjusting for dividends paid. Total Return stands at 102.5p per share compared to initial cost to Shareholders, net of income tax relief, of 70.0p per Share.

The profit on ordinary activities after taxation for the year was £453,000 (2017: £437,000), comprising a revenue profit of £57,000 (2017: £49,000) and a capital gain of £396,000 (2017: £388,000).

Venture Capital investments
As at 31 March 2018, the DSO D Share Pool held ten Venture Capital investments with a total value of £3.7 million.

Portfolio activity
Four investments were fully exited and two investments were partially exited during the year, generating total proceeds of £1.5 million and a gain over opening value of £245,000.

The largest realisation was the sale of Vulcan Renewables Limited, the operator of a biogas plant near Doncaster, to John Laing Environmental Assets Group. The sale generated proceeds of £903,000 for the DSO D Share pool, resulting in a gain over opening value of £124,000.

The other substantial exits, as a result of the refinancing of the Castle Leisure Group, were from City Falkirk Limited, Cheers Dumbarton Limited and Lochrise Limited, and partially from Fubar Stirling Limited. The refinancing generated proceeds of £587,000, representing a gain over opening value of £121,000.

Portfolio valuation
During the year, the portfolio valuation was uplifted by a total of £187,000, principally due to an increase of £144,000 in relation to Merlin Renewables Limited. The company owns an Anaerobic Digestion plant in Doncaster that receives payments for injecting gas into the National Grid. Performance has been on budget, and we are hopeful that an exit will be achieved in the coming months.

Good performance in the year was also seen on two of the Share Pool’s solar investments, Fresh Green Power Limited and Lambridge Solar Limited. The valuations were increased by £42,000 and £31,000 respectively.

These gains were partially offset by small write downs on Green Energy Production UK Limited and Fubar Stirling Limited, totalling £30,000.

Structured Product investments
The remaining Structured Product matured during the year, generating proceeds of £608,000 and realising a gain over opening value of £10,000 (£107,000 over original cost).

Outlook
Shortly after the year end, the investment in Goonhilly Earth Station Limited was sold, generating capital proceeds of £878,000 for the D Share pool.

The focus for the DSO D Share pool is now on realising the remaining investments, and good progress is being made. We hope to be in a position to announce a final return of capital to Shareholders within the next year.

Downing LLP

Portfolio of investments
The following investments were held at 31 March 2018:

  

 

Cost
 

 

Valuation
Valuation
movement
in year
 

% of
portfolio
  £’000  £’000 £’000 
     
Venture Capital investments    
Merlin Renewables Limited 500 719144 16.8%
Goonhilly Earth Station Limited 715 715 - 16.7%
Lambridge Solar Limited 500 626 31 14.6%
Nightjar Sustainable Power Limited 485 600 - 14.0%
Apex Energy Limited 400 400 - 9.3%
Pearce and Saunders Limited300 300 - 7.0%
Fresh Green Power Limited 189 23142 5.4%
Green Energy Production UK Limited 100 80 (20)1.9%
Pearce and Saunders DevCo Limited* 20 20 - 0.5%
Fubar Stirling Limited 126 8 (10)0.2%
     
  3,335 3,699187 86.4%
     
Cash at bank and in hand 582 13.6%
     
Total investments  4,281 100.0%

* non-qualifying investment

All Venture Capital investments are incorporated in England and Wales.

Investment movements for the year ended 31 March 2018

DISPOSALS

 CostValuation
at 01/04/17
 

Proceeds
Profit
vs. cost
Realised
gain
 £’000£’000£’000£’000£’000
Venture Capital investments     
Vulcan Renewables Limited653779903250 124
City Falkirk Limited562236324(238)88
Fubar Stirling Limited231208217(14)9
Cheers Dumbarton Limited642236(28)14
Lochrise Limited17-10(7)10
Fresh Green Power Limited111111- -
 1,5381,2561,501(37)245
Structured Product investments     
HSBC 5.4% Dual Index Synthetic Zero501598608107 10
 2,0391,8542,10970 255
      

INVESTMENT MANAGER’S REPORT - DP67 SHARE POOL

Introduction
The DP67 Share pool has now passed the five-year anniversary for those investors who took advantage of the Share Realisation and Reinvestment Scheme in 2013.  Accordingly, the process of realising the investment portfolio and returning funds to investors is now underway.

Net Asset Value and results
The Net Asset Value (“NAV”) per DP67 Share at 31 March 2018 stood at 50.0p, an increase of 5.9p or 8.9% over the year after adjusting for dividends paid. Total Return stands at 99.8p per share compared to initial cost to Shareholders, net of income tax relief, of 70.0p per Share.

The profit on ordinary activities after taxation for the year was £652,000 (2017: £1,090,000), comprising a revenue profit of £20,000 (2017: £79,000) and a capital gain of £632,000 (2017: £1,011,000).

Venture Capital investments
As at 31 March 2018, the DP67 Share pool held a portfolio of seven Venture Capital investments, with a total value of £4.6 million.

Portfolio activity
One full and two partial divestments took place during the year, resulting in proceeds of £1.1 milllion and a total gain over opening value of £393,000.

This included loan repayments of £450,000 from Snow Hill Developments LLP and £340,000 from Gatewales Limited, and £300,000 being the full repayment of the initial capital provided to Brownfields Trading Limited.

Portfolio valuation
The portfolio continues to perform well, and valuations were increased by a total of £290,000. The majority of this was generated by Gatewales Limited, which earns a profit share from Fenkle Street LLP, the developer of a Hotel Indigo in Newcastle. The value of the future cash flows has been used to determine the current value of the profit share, resulting in a £184,000 uplift during the year.

Valuation uplifts of £65,000 and £41,000 were also recognised in respect of Snow Hill Developments LLP and Oak Grove Renewables Limited. There were no valuation reductions in the year.

Outlook
We are pleased with the overall performance of the DP67 Share pool portfolio, as is reflected by the gradual growth in Total Return. The focus is now on exiting from the remaining investments at sensible valuations. We hope to be in a position to announce a final return of capital to Shareholders within the next year.

Downing LLP

Portfolio of investments

The following investments were held at 31 March 2018:

   

 

Cost
 

 

Valuation
Valuation
movement
in period
 

% of
portfolio
      
   £’000  £’000 £’000 
      
Venture Capital investments     
Cadbury House Holdings Limited 1,4091,613-31.3%
Snow Hill Developments LLP** 5848306516.1%
Fenkle Street LLP** 405678-13.1%
Gatewales Limited* 34352718410.2%
Oak Grove Renewables Limited 820492419.5%
Yamuna Energy Limited 400400-7.8%
London City Shopping Centre Limited** 9999-1.9%
      
  4,0604,63929089.9%
      
Cash at bank and in hand  519 10.1%
      
Total investments  5,158 100.0%

*partially qualifying investment
**non-qualifying investment

All Venture Capital investments are incorporated in England and Wales.

Investment movements for the year ended 31 March 2018
DISPOSALS

 CostValuation
at 01/04/17
 

Proceeds
Profit/
vs. cost
Realised
gain
 £’000£’000£’000£’000£’000
      
Snow Hill Developments LLP**225295450225155
Gatewales Limited*65102340275238
Brownfields Trading Limited300300300--
 5906971,090500393

*partially qualifying investment
** non-qualifying investment

INVESTMENT MANAGER’S REPORT - DP2011 GENERAL SHARE POOL

Introduction
The DP2011 General Share pool has made good progress in realising investments, with nine full and three partial exits completed during the year. 

Net Asset Value and results
The combined Net Asset Value (“NAV”) of one DP2011 General Ordinary Share and one DP2011 General A Share at 31 March 2018 stood at 20.3p, an increase of 4.1p or 8.9% over the year after adjusting for dividends paid. Total Return stands at 105.3p per share compared to an initial cost to Shareholders, net of income tax relief, of 70.0p per Share.

The profit on ordinary activities after taxation for the year was £760,000 (2017: £347,000) comprising a revenue loss of £112,000 (2017: profit of £280,000) and a capital gain of £872,000 (2017: 67,000).

Venture Capital investments
The DP2011 General Share pool began the year with £7.4 million of investments and ended with £2.2 million spread across a portfolio of seven Venture Capital investments.

Investment activity
The process of exiting investments in the portfolio is underway. Nine full and three partial exits occurred during the year, generating proceeds of £6.1 million and a gain over opening value of £679,000.

The largest realisation was the sale of Vulcan Renewables Limited, the operator of a biogas plant near Doncaster, to John Laing Environmental Assets Group. The sale achieved proceeds of £2.5 million, at a gain over opening value of £334,000.

There was an exit from Odysian (Holdings) Limited, the operator of a nightclub in Chester, which generated proceeds of £825,000, and realised a gain over opening value of £234,000. However, as outstanding loan interest of £139,000 was written off on exit, the impact on the NAV is reduced to £95,000. The DP2011 General Share pool has a residual equity holding in the investment, however no value is attributable to this holding.

Full exits from Avon Solar Energy Limited and Westcountry Solar Solutions Limited, owners of rooftop solar assets, achieved combined proceeds of £1.2 million and total gains over opening value of £29,000.

Portfoliovaluation
Valuation movements in the year resulted in a total uplift of £268,000. The largest increase was in relation to Snow Hill Developments LLP, where an uplift of £195,000 was recognised. The business developed a hotel in Birmingham and receives payments based on the hotel’s profits. The hotel is performing well and it is our expectation that this will continue.

Wickham Solar Limited owns a portfolio of ground mounted solar panels in Lincolnshire. The company is performing to budget and an uplift of £50,000 was recognised in the year as a result.

Other small valuation movements were recognised during the year, resulting in a net uplift of £23,000.

Outlook

The focus for the Share pool is on realising the remaining investments at sensible valuations. We hope to be in a position to announce a final return of capital to Shareholders within the next year.

Downing LLP

Portfolio of investments

The following investments were held at 31 March 2018:

   

 

Cost
 

 

Valuation
Valuation
movement
in period
 

% of
portfolio
   £’000  £’000 £’000 
      
Venture Capital investments     
Snow Hill Developments LLP** 7501,178195 30.9%
Wickham Solar Limited 55065050 17.1%
Oak Grove Renewable Limited 40025421 6.7%
London City Shopping Centre Limited** 8888- 2.3%
Mosaic Spa and Health Clubs Limited* 966414 1.7%
Fubar Stirling Limited 1339(12)0.2%
Odysian (Holdings) Limited 233-- 0.0%
      
  2,2502,243268 58.9%
      
Cash at bank and in hand  1,569 41.1%
      
Total investments  3,812 100.0%

*partially qualifying investment
**non-qualifying investment

All Venture Capital investments are incorporated in England and Wales.

Investment movements for the year ended 31 March 2018

DISPOSALS

 CostValuation
at 01/04/17
 

Proceeds
Profit
vs. cost
Realised
gain
 £’000£’000£’000£’000£’000
      
Vulcan Renewables Limited2,1992,1992,533334 334 
Odysian (Holdings) Limited640591825185 234 
Mosaic Spa and Health Clubs Limited*1,051775733(318)(42)
Avon Solar Energy Limited505618633128 15 
Westcountry Solar Solutions Limited600521535(65)14 
City Falkirk Limited33028338959 106 
Fubar Stirling Limited277249260(17)11 
Clean Electricity Limited707070- - 
UK Renewable Power Limited555555- - 
Cheers Dumbarton Limited272722(5)(5)
21st Century Energy Limited222222- - 
Lochrise Limited--1212 12 
 5,7765,4106,089313 679 

*partially qualifying investment

INVESTMENT MANAGER’S REPORT- DP2011 STRUCTURED SHARE POOL

Introduction
The DP2011 Structured Share pool has made good progress during the year in realising investments, with six full and three partial exits completed. 

As at 31 March 2018 the DP2011 Structured Share pool held a portfolio of five Venture Capital investments, with a total value of £1.0 million.

Net Asset Value and results
The Net Asset Value (“NAV”) of a combined holding of one DP2011 Structured Ordinary Share and one DP2011 Structured A Share at 31 March 2018 stood at 15.0p, an increase of 3.3p or 9.0% over the year after adjusting for dividends paid. Total Return stands at 105.0p per share compared to an initial cost to Shareholders, net of income tax relief, of 70.0p per Share.

The profit on ordinary activities after taxation for the year was £405,000 (2017: £72,000), comprising a revenue loss of £91,000 (2017: profit of £192,000) and a capital gain of £496,000 (2017: loss of £120,000).

Venture Capital investments
Investment activity
The DP2011 Structured Share pool began the year with £4.2 million of investments and ended the year with £1.0 million spread across a portfolio of five Venture Capital investments.

Six full and three partial disposals were made during the year, generating total proceeds of £3.7 million and a total realised gain of £455,000.

The largest realisation was the sale of Vulcan Renewables Limited, the operator of a biogas plant near Doncaster, to John Laing Environmental Assets Group. The sale achieved proceeds of £1.5 million, resulting in a gain over opening value of £225,000.

There was an exit from Odysian (Holdings) Limited, the operator of a nightclub in Chester, which generated proceeds of £550,000 and realised a gain over opening value of £156,000. However, as outstanding loan interest of £93,000 was written off on exit, the impact on the NAV is reduced to £63,000.   The DP2011 Structured Share pool has a residual equity holding in this company, however no value is attributable to this holding.

Full exits from Avon Solar Energy Limited and Westcountry Solar Solutions Limited, owners of rooftop solar assets, achieved combined proceeds of £778,000 and total gains over opening value of £19,000.

Portfolio valuation
Valuation movements in the year resulted in a total uplift of £80,000. The largest increase was in relation to Wickham Solar Limited, which owns a portfolio of ground mounted solar panels in Lincolnshire. The company is performing to budget and an uplift of £50,000 was recognised during the year as a result.

Other small valuation movements were recognised during the year, resulting in a net uplift of £30,000.

Outlook

The focus for the Share pool is on realising the remaining investments at values which maximise returns for Shareholders. We hope to be in a position to announce a final return of capital to Shareholders within the next year.

Downing LLP

Portfolio of investments

The following investments were held at 31 March 2018:

   

Cost
 

 

Valuation
Valuation
movement
in period
 

% of
portfolio
   £’000  £’000 £’000 
Venture Capital investments     
Wickham Solar Limited 55065050 33.8%
Oak Grove Renewables Limited 54534729 18.1%
Mosaic Spa and Health Clubs Limited* 64429 2.2%
Fubar Stirling Limited 906(8)0.3%
Odysian (Holdings) Limited 155-- 0.0%
      
  1,4041,04580 54.4%
      
Cash at bank and in hand  877 45.6%
      
Total investments  1,922 100.0%

*partially qualifying investment

All Venture Capital investments are incorporated in England and Wales.

Investment movements for the year ended 31 March 2018

DISPOSALS

 CostValuation
at 01/04/17
 

 Proceeds
Profit
vs. cost
Realised
gain
 £’000£’000  £’000£’000£’000
      
Venture Capital investments     
Vulcan Renewables Limited1,3051,3051,530225 225 
Odysian (Holdings) Limited427394550123 156 
Avon Solar Energy Limited33641242286 10 
Westcountry Solar Solutions Limited400347356(44)9 
Mosaic Spa and Health Clubs Limited*621437409(212)(28)
City Falkirk Limited22018925939 70 
Fubar Stirling Limited185166174(11)8 
Cheers Dumbarton Limited171815(2)(3)
Lochrise Limited--88 8 
 3,5113,2683,723212 455 
      

*              partially qualifying investment

INVESTMENT MANAGER’S REPORT- DP2011 LOW CARBON SHARE POOL

Introduction
The process of realising the remaining investments held by the DP2011 Low Carbon Share pool was completed during February 2018, and the final distribution of 33.4p per DP2011 Low Carbon Ordinary Share was paid on 16 March.

Realisations
During the year, the remaining four investments were sold from the DP2011 Low Carbon Share pool, generating total proceeds of £2.8 million at a loss over opening value of £252,000.

Final results
Over the life of the DP2011 Low Carbon Share pool, Shareholders who invested under the original offer achieved a Total Return of 107.3p for an investment of 70.0p, net of income tax relief.

Following the final distributions, in accordance with the Articles of the Company, the DP2011 Low Carbon Shares were converted into worthless deferred Shares and were duly cancelled on 10 April 2018.

Downing LLP

Investment movements for the year ended 31 March 2018

DISPOSALS

 CostValuation
at 01/04/17
 

 Proceeds
Profit
vs. cost
Realised
gain
 £’000£’000  £’000£’000£’000
      
Venture Capital investments     
Progressive Power Generation Limited800800641(159)(159)
UK Renewable Power Limited780780679(101)(101)
21st Century Energy Limited70877579486 19 
Clean Electricity Limited710710699(11)(11)
 2,9983,0652,813(185)(252)
      

INVESTMENT MANAGER’S REPORT - GENERALIST SHARE POOL

Introduction
As at 31 March 2018, the Generalist Share Pool held a portfolio of 14 Venture Capital investments and four Liquidity investments, with a combined value of £19.1 million.

Investment activity
During the year a total of £19.5 million was invested in 18 companies, as the portfolio begins to be established.

Venture Capital investments
Of the £19.5 million invested during the year, £5.7 million was invested in Venture Capital investments. A description of each is provided below.

£1 million was invested in Maverick Pubs (Holdings) Limited, a newly-established company seeking to build an estate of high-quality freehold pubs in and around London.

£900,000 was invested in Ormsborough Limited, a pub operator focusing on acquiring and substantially renovating properties in northern towns.

£750,000 was invested in Empiribox Holdings Limited, a company which provides equipment, lesson plans and CPD-accredited support for teachers to deliver engaging and practical science lessons to UK primary school children.

A further £400,000 was invested in Xupes Limited, bringing the total investment to £600,000. Xupes is an online retailer of pre-owned luxury goods including designer watches, handbags, jewellery and antiques.

£567,000 was invested in Volo Commerce Limited, a leading provider of multichannel e-commerce technology.

£500,000 was invested in Destiny Pharma plc, an innovative biotech company developing treatments for antibiotic-resistant bacteria (also known as superbugs).

£394,000 was invested in BridgeU Corporation, which provides a comprehensive, end-to-end guidance system to help students, teachers and senior leadership manage the complex process of preparing for and completing global university applications.

£278,000 was invested in E Fundamentals (Group) Limited, a company which provides a data analytics service that helps traditional brands improve their online revenues.

£220,000 was invested in Live Better With Limited, the developer of a healthcare platform aiming to help people with long-term medical conditions, focusing on non-medical products that make day-to-day life better for patients. 

£173,000 was invested in Limitless Technology Limited, the developer of an innovative Crowd Service platform, which allows businesses to turn loyal customers into Brand Ambassadors, who are then rewarded for providing on-demand customer service.

There was also an opportunity to acquire £514,000 of loan investments from the B Share pool. These assets will provide further income and growth opportunities to the Generalist portfolio.

Liquidity Investments
In order to utilise fundraising proceeds in the short term, £4.1 million was invested in Downing Strategic Micro-Cap Investment Trust plc, £4 million was invested in each of MI Downing UK Micro-Cap Growth Fund and MI Downing Monthly Income Fund, and £1.8 million was invested in MI Downing Diversified Global Managers Fund.

Portfolio valuation
The carrying values of the liquidity investments have been adjusted to reflect their quoted prices as at 31 March 2018. With the exception of Destiny Pharma plc, which has been revalued to the prevailing bid price as at 31 March 2018, the Venture Capital portfolio continues to be held at cost, as reviewed for impairment or fair value uplift, due to these investments being in an early stage.

Net Asset Value and results
At 31 March 2018, the NAV of a Generalist share stood at 95.5p, a decrease of 4.4p during the year, resulting from the “cash drag” of holding uninvested funds, as well as poor market conditions which have adversely impacted the prices of quoted investments.

The return on ordinary activities for the Generalist Share pool for the year was a loss of £1.3 million (2017: £11,000), comprising a revenue loss of £381,000 (2017: £6,000) and a capital loss of £953,000 (2017: £5,000).

Outlook
The process of building the Generalist investment portfolio is ongoing, following a number of investments being made during the year. During the forthcoming year, we expect to see a similar level of new investment activity, coupled with follow on investments into companies which received initial funding during the current year.

Downing LLP

Portfolio of investments

The following investments were held at 31 March 2018:

   

 

Cost
 

 

Valuation
Valuation
movement
in period
 

% of
portfolio
   £’000  £’000 £’000 
      
Venture Capital investments     
Maverick Pubs (Holdings) Limited 1,0001,000- 3.4%
Ormsborough Limited 900900- 3.1%
Empiribox Holdings Limited 750750- 2.6%
Xupes Limited 600600- 2.0%
Volo Commerce Limited 567567- 1.9%
BridgeU Corporation 394394- 1.3%
Destiny Pharma plc^ 500363(137)1.2%
Fenkle Street LLP* 361361- 1.2%
E Fundamentals (Group) Limited 278278- 1.0%
Live Better With Limited 220220- 0.7%
Limitless Technology Limited 173173- 0.6%
Snow Hill Developments LLP* 86926 0.3%
Mosaic Spa and Health Clubs Limited* 3737- 0.1%
London City Shopping Centre Limited* 3030- 0.1%
  5,8965,765(131)19.5%
      
Liquidity investments     
MI Downing UK Micro-Cap Growth Fund* 4,0253,861(164)13.0%
MI Downing Monthly Income Fund* 3,9503,822(128)12.9%
Downing Strategic Micro-Cap Investment Trust plc*^ 4,1003,772(328)12.7%
MI Downing Diversified Global Managers Fund* 1,8001,83333 6.2%
  13,87513,288(587)44.8%
      
  19,77119,053(718)64.3%
      
Cash at bank and in hand  10,563 35.7%
      
Total investments  29,616 100.0%

All VCT Qualifying Investments are incorporated in England and Wales.

*non-qualifying investment
^listed and traded on the London Stock Exchange

Investment movements for the year ended 31 March 2018

ADDITIONS

 Cost
  £’000
  
Venture Capital investments 
Maverick Pubs (Holdings) Limited1,000
Ormsborough Limited900
Empiribox Holdings Limited750
Volo Commerce Limited567
Destiny Pharma plc^500
Xupes Limited400
BridgeU Corporation394
Fenkle Street LLP*361
E Fundamentals (Group) Limited278
Live Better With Limited220
Limitless Technology Limited173
Snow Hill Developments LLP*86
Mosaic Spa and Health Clubs Limited*37
London City Shopping Centre Limited*30
 5,696
Liquidity Investments 
Downing Strategic Micro-Cap Investment Trust plc^4,100
MI Downing UK Micro-Cap Growth Fund4,000
MI Downing Monthly Income Fund3,950
MI Downing Diversified Global Managers Fund1,800
 13,850
  
 19,546

*non-qualifying investment
^listed and traded on the London Stock Exchange

INVESTMENT MANAGER’S REPORT- HEALTHCARE SHARE POOL

Introduction
As at 31 March 2018, the Healthcare Share pool held two Venture Capital investments and four Liquidity investments, with a combined value of £4.5 million.

Venture Capital investments
Investment activity
£750,000 was invested in Destiny Pharma plc, an innovative biotech company developing treatments for antibiotic-resistant bacteria (also known as superbugs). The investment was made in collaboration with BioScience Managers, a global leader in healthcare and life sciences and investment partner to the Healthcare Share Class.

£220,000 was also invested in Live Better With Limited, the developer of a healthcare platform aiming to help people with long-term medical conditions, focusing on non-medical products that make day-to-day life better for patients. The company launched in the UK and the US, with offices based in London and New York.

Liquidity Investments
In order to utilise fundraising proceeds in the short term, £1.1 million was invested in each of MI Downing UK Micro-Cap Growth Fund and MI Downing Monthly Income Fund, £950,000 was invested in MI Downing Diversified Global Managers Fund and £700,000 was invested in Downing Strategic Micro-Cap Investment Trust plc.

Portfolio valuation
The carrying values of the liquidity investments have been adjusted to reflect their quoted prices as at 31 March 2018. Destiny Pharma plc has also been revalued to reflect the prevailing bid price as at 31 March 2018, while the investment in Live Better With Limited continues to be held at cost, as reviewed for impairment or fair value uplift, due to this investment being in an early stage.

Net Asset Value and results
At 31 March 2018, the NAV of a Healthcare share stood at 94.6p, a decrease of 5.1p during the year, resulting from the “cash drag” of holding uninvested funds, as well as poor market conditions which adversely impacted the prices of quoted investments.

The return on ordinary activities for the Healthcare Share pool for the year was a loss of £589,000 (2017: £6,000), being a revenue loss of £160,000 (2017: £3,000) and a capital loss of £429,000 (2017: £3,000).

Outlook
For the year to 31 March 2018, the focus has been on building a pipeline of appropriate investment opportunities, alongside BioScience Managers, and we have seen good progress in this regard. As a result, during the forthcoming year we anticipate an increased level of investment activity, which will largely focus on VCT Qualifying Investments.

Downing LLP

REVIEW OF INVESTMENTS – HEALTHCARE SHARE POOL

Portfolio of investments

The following investments were held at 31 March 2018:

   

 

Cost
 

 

Valuation
Valuation
movement
in period
 

% of
portfolio
   £’000  £’000 £’000 
      
Venture Capital investments     
Destiny Pharma plc^ 750545(205)4.8%
Live Better With Limited 220220- 1.9%
  970765(205)6.7%
Liquidity Investments     
MI Downing UK Micro-Cap Growth Fund* 1,1251,075(50)9.4%
MI Downing Monthly Income Fund* 1,1001,067(33)9.3%
MI Downing Diversified Global Managers Fund* 95096212 8.4%
Downing Strategic Micro-Cap Investment Trust plc*^ 700644(56)5.6%
  3,8753,748(127)32.7%
      
  4,8454,513(332)39.4%
      
Cash at bank and in hand  6,953 60.6%
      
Total investments  11,466 100.0%

*non-qualifying investment
^listed and traded on the London Stock Exchange

Investment movements for the year ended 31 March 2018

ADDITIONS

 Cost
  £’000
  
Venture Capital investments 
Destiny Pharma plc^750
Live Better With Limited220
 970
Liquidity Investments 
MI Downing UK Micro-Cap Growth Fund1,100
MI Downing Monthly Income Fund1,100
MI Downing Diversified Global Managers Fund950
Downing Strategic Micro-Cap Investment Trust plc^700
 3,850
  
 4,820

^listed and traded on the London Stock Exchange

Directors’ responsibilities
The Directors are responsible for preparing the Report of the Directors, the Directors’ Remuneration Report and the financial statements in accordance with applicable law and regulations. They are also responsible for ensuring that the Annual Report includes information required by the Listing Rules of the Financial Conduct Authority.

Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom accounting standards and applicable law) including Financial Reporting Standard 102, the financial reporting standard applicable in the UK and Republic of Ireland (FRS 102). Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements the Directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgments and accounting 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;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and
-carry out a robust assessment of the principal risks facing the Company as set out in the Strategic report.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions, to disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In addition, each of the Directors considers that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess the Company’s position, performance, business model and strategy.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements and other information included in the Annual Reports may differ from legislation in other jurisdictions.

Directors’ statement pursuant to the Disclosure Guidance and Transparency Rules
Each of the Directors, whose names and functions are listed on page 3 of the Annual Report, confirms that, to the best of each person’s knowledge:

-the financial statements, which have been 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 included within the Report of the Directors, Strategic report, Chairman’s Statement, Investment Manager’s Report, and Review of Investments includes a fair review of the development and performance of the business and the position of the company, together with a robust assessment of the principal risks and uncertainties that it faces.
             

By order of the Board

Grant Whitehouse
Secretary of Downing FOUR VCT plc

INCOME STATEMENT
for the year ended 31 March 2018


 
 Year ended 31 March 2018 Year ended 31 March 2017
     
  RevenueCapitalTotal RevenueCapitalTotal
  £’000£’000£’000 £’000£’000£’000
         
Income        
 - continuing 765 - 765  1,731 268 1,999 
         
Net gain/(loss) on investments - 1,425 1,425  - 1,980 1,980 
         
  765 1,425 2,190  1,731 2,248 3,979 
         
Investment management fees (596)(596)(1,192) (328)(328)(656)
         
Other expenses (805)(409)(1,214) (515)- (515)
         
(Loss)/return on ordinary activities before tax(636)420 (216) 888 1,920 2,808 
         
Tax on total comprehensive income and ordinary activities 

 
(160)- (160) (151)- (151)
         
(Loss)/return attributable to equity Shareholders, being total comprehensive income for the year(796) 

420
 (376)  

737
  

1,920
  

2,657
 
         
Basic and diluted return per share:       
DSO B Share (0.2p)0.2p-  0.3p2.8p3.1p
DSO C Share (0.2p)0.2p-  - - - 
DSO D Share 0.7p5.1p5.8p 0.6p4.9p5.6p
DP67 Share 0.2p5.7p5.9p 0.7p9.0p9.7p
DP2011 General Share - - -  1.8p0.4p2.2p
DP2011 General A Share (0.6p)4.7p4.1p    
DP2011 Structured Share - - -  1.8p(1.1p)0.7p
DP2011 Structured A Share (0.6p)4.0p3.4p    
DP2011 Low Carbon Share (0.6p)(9.1p)(9.7p) 1.1p0.3p1.4p
Generalist Share (1.7p)(4.5p)(6.2p) (1.0p)(1.0p)(2.0p)
Healthcare Share (2.5p)(6.9p)(9.4p) (1.3p)(1.2p)(2.5p)

The total column within the Income Statement represents the Statement of Total Comprehensive Income of the Company prepared in accordance with Financial Reporting Standard 102 (“FRS 102”).  The supplementary revenue return and capital return columns are prepared in accordance with the Statement of Recommenced Practice issued in February 2018 by the Association of Investment Companies (“AIC SORP”).

INCOME STATEMENT (analysed by Share pool)
for the year ended 31 March 2018

Split as:

DSO B Share pool


 
Year ended 31 March 2018 Year ended 31 March 2017
    
 RevenueCapitalTotal RevenueCapitalTotal
 £’000£’000£’000 £’000£’000£’000
        
Income30 - 30  177 93 270 
        
Net gain on investments- 120 120  - 494 494 
        
 30 120 150  177 587 764 
        
Investment management fees(26)(26)(52) (27)(27)(54)
        
Other expenses(55)- (55) (55)- (55)
        
(Loss)/return on ordinary activities before tax(51)94 43  95 560 655 
        
Tax on total comprehensive income and ordinary activities(34)- (34) (36)- (36)
        
(Loss)/return attributable to equity Shareholders, being total comprehensive income for the year(85)94 9  59 560 619 

DSO D Share pool


 
Year ended 31 March 2018 Year ended 31 March 2017
    
 RevenueCapitalTotal RevenueCapitalTotal
 £’000£’000£’000 £’000£’000£’000
        
Income166 - 166  174 - 174 
        
Net gain on investments- 442 442  - 431 431 
        
 166 442 608  174 431 605 
        
Investment management fees(46)(46)(92) (43)(43)(86)
        
Other expenses(53)- (53) (80)- (80)
        
Return on ordinary activities before tax67 396 463  51 388 439 
        
Tax on total comprehensive income and ordinary activities(10)- (10) (2)- (2)
        
Return attributable to equity Shareholders, being total comprehensive income for the year57 396 453  49 388 437 

DP67 Share pool


 
Year ended 31 March 2018 Year ended 31 March 2017
      
 RevenueCapitalTotal RevenueCapitalTotal
 £’000£’000£’000 £’000£’000£’000
        
Income247 - 247  325 175 500 
        
Net gain on investments- 683 683  - 883 883 
        
 247 683 930  325 1,058 1,383 
        
Investment management fees(51)(51)(102) (47)(47)(94)
        
Other expenses(62)- (62) (70)- (70)
        
Return on ordinary activities before tax134 632 766  208 1,011 1,219 
        
Tax on total comprehensive income and ordinary activities(114)- (114) (129)- (129)
        
Return attributable to equity Shareholders, being total comprehensive income for the year20 632 652  79 1,011 1,090 

DP2011 General Share pool


 
Year ended 31 March 2018 Year ended 31 March 2017
      
 RevenueCapitalTotal RevenueCapitalTotal
 £’000£’000£’000 £’000£’000£’000
        
Income160 - 160  521 - 521 
        
Net gain on investments- 947 947  - 164 164 
        
 160 947 1,107  521 164 685 
        
Investment management fees(75)(75)(150) (97)(97)(194)
        
Other expenses(196)- (196) (145)- (145)
        
(Loss)/return on ordinary activities before tax(111)872 761  279 67 346 
        
Tax on total comprehensive income and ordinary activities(1)- (1) 1 - 1 
        
(Loss)/return attributable to equity Shareholders, being total comprehensive income for the year(112)872 760  280 67 347 

DP2011 Structured Share pool


 
Year ended 31 March 2018 Year ended 31 March 2017
      
 RevenueCapitalTotal RevenueCapitalTotal
 £’000£’000£’000 £’000£’000£’000
        
Income75 - 75  354 - 354 
        
Net gain/(loss) on investments- 535 535  - (57)(57)
        
 75 535 610  354 (57)297 
        
Investment management fees(39)(39)(78) (63)(63)(126)
        
Other expenses(126)- (126) (100)- (100)
        
(Loss)/return on ordinary activities before tax(90)496 406  191 (120)71 
        
Tax on total comprehensive income and ordinary activities(1)- (1) 1 - 1 
        
(Loss)/return attributable to equity Shareholders, being total comprehensive income for the year(91)496 405  192 (120)72 

DP2011 Low Carbon Share pool


 
Year ended 31 March 2018 Year ended 31 March 2017
      
 RevenueCapitalTotal RevenueCapitalTotal
 £’000£’000£’000 £’000£’000£’000
        
Income16 - 16  179 - 179 
        
Net (loss)/gain on investments- (252)(252) - 67 67 
        
 16 (252)(236) 179 67 246 
        
Investment management fees(27)(27)(54) (43)(43)(86)
        
Other expenses(33)(409)(442) (65)- (65)
        
(Loss)/return on ordinary activities before tax(44)(688)(732) 71 24 95 
        
Tax on total comprehensive income and ordinary activities- - -  12 - 12 
        
(Loss)/return attributable to equity Shareholders, being total comprehensive income for the year(44)(688)(732) 83 24 107 

Generalist Share pool


 
Year ended 31 March 2018 Year ended 31 March 2017
      
 RevenueCapitalTotal RevenueCapitalTotal
 £’000£’000£’000 £’000£’000£’000
        
Income62 - 62  - - - 
        
Net loss on investments- (718)(718) - - - 
        
 62 (718)(656) - - - 
        
Investment management fees(235)(235)(470) (5)(5)(10)
        
Other expenses(208)- (208) (1)- (1)
        
Loss on ordinary activities before tax(381)(953)(1,334) (6)(5)(11)
        
Tax on total comprehensive income and ordinary activities- - -  - - - 
        
Loss attributable to equity Shareholders, being total comprehensive income for the year(381)(953)(1,334) (6)(5)(11)

Healthcare Share pool


 
Year ended 31 March 2018 Year ended 31 March 2017
      
 RevenueCapitalTotal RevenueCapitalTotal
 £’000£’000£’000 £’000£’000£’000
        
Income9 - 9  - - - 
        
Net loss on investments- (332)(332) - - - 
        
 9 (332)(323) - - - 
        
Investment management fees(97)(97)(194) (3)(3)(6)
        
Other expenses(72)- (72) - - - 
        
Loss on ordinary activities before tax(160)(429)(589) (3)(3)(6)
        
Tax on total comprehensive income and ordinary activities- - -  - - - 
        
Loss attributable to equity Shareholders, being total comprehensive income for the year(160)(429)(589) (3)(3)(6)

BALANCE SHEET
as at 31 March 2018


 
 2018  2017 
 £’000 £’000
     
Fixed assets    
Investments 35,192  27,095 
     
Current assets    
Debtors 695  1,709 
Cash at bank and in hand 21,063  31,441 
  21,758  33,150 
     
Creditors: amounts falling due within one year (615) (833)
     
Net current assets21,143  32,317 
     
Net assets 56,335  59,412 
     
8BCapital and reserves    
Called up Share capital  188  144 
Capital redemption reserve 31  31 
Special reserve 8,021  30,620 
Share premium account 43,904  10,074 
Funds held in respect of Shares not yet allotted 420  16,137 
Revaluation reserve 234  (1,980)
Capital reserve – realised 4,641  3,331 
Revenue reserve (1,104) 1,055 
     
Total equity Shareholders’ funds 56,335  59,412 
    
Basic and diluted Net Asset Value per Share:   
DSO B Share -  20.7p
DSO C Share -  0.1p
DSO D Share 54.4p 76.1p
DP67 Share  50.0p 66.1p
DP2011 General Ordinary Share -  15.0p
DP2011 General A Share 20.3p 31.2p
DP2011 Structured Ordinary Share -  4.8p
DP2011 Structured A Share  15.0p 31.9p
DP2011 Low Carbon Share -  43.0p
Generalist Share 95.5p 99.9p
Healthcare Share 94.6p 99.7p

BALANCE SHEET (analysed by Share pool)
as at 31 March 2018

DSO B Shares


 
 2018  2017 
  £’000 £’000
Fixed assets    
Investments -  1,752 
Current assets    
Debtors -  74 
Cash at bank and in hand -  2,475 
  -  2,549 
Creditors: amounts falling due within one year -  (151)
Net current assets -  2,398 
Net assets -  4,150 
     
Capital and reserves    
Called up share capital – B Shares 20  20 
Called up share capital – C Shares 30  30 
Capital redemption reserve -  31 
Special reserve (50) 3,186 
Revaluation reserve -  (1,108)
Capital reserve – realised -  1,705 
Revenue reserve -  286 
Total equity Shareholders’ funds -  4,150 

DSO D Shares


 
 2018  2017 
  £’000 £’000
Fixed assets    
Investments 3,699  5,365 
Current assets    
Debtors 66  254 
Cash at bank and in hand 582  435 
  648  689 
Creditors: amounts falling due within one year (67) (62)
Net current assets 581  627 
Net assets 4,280  5,992 
     
Capital and reserves    
Called up share capital 8  8 
Special reserve 4,201  6,598 
Revaluation reserve 471  (9)
Capital reserve – realised (362) (510)
Revenue reserve (38) (95)
Total equity Shareholders’ funds 4,280  5,992 

DP67 Shares


 
 2018  2017 
  £’000 £’000
Fixed assets    
Investments 4,639  5,047 
Current assets    
Debtors 552  392 
Cash at bank and in hand 519  2,396 
  1,071  2,788 
Creditors: amounts falling due within one year (116) (404)
Net current assets 955  2,384 
Net assets 5,594  7,431 
     
Capital and reserves    
Called up share capital 11  11 
Capital redemption reserve 31  - 
Special reserve 805  5,836 
Revaluation reserve 579  396 
Capital reserve – realised 3,581  1,070 
Revenue reserve 587  118 
Total equity Shareholders’ funds 5,594  7,431 

DP2011 General Shares


 
 2018  2017 
  £’000 £’000
Fixed assets    
Investments 2,243  7,385 
Current assets    
Debtors -  585 
Cash at bank and in hand 1,569  266 
  1,569  851 
Creditors: amounts falling due within one year (68) (143)
Net current assets 1,501  708 
Net assets 3,744  8,093 
     
Capital and reserves    
Called up share capital – Ordinary Shares 16  16 
Called up share capital – A Shares 18  18 
Special reserve 2,209  7,805 
Revaluation reserve 353  (641)
Capital reserve – realised 831  466 
Revenue reserve 317  429 
Total equity Shareholders’ funds 3,744  8,093 

DP2011 Structured Shares


 
 2018  2017 
  £’000 £’000
Fixed assets    
Investments 1,045  4,233 
Current assets    
Debtors 3  365 
Cash at bank and in hand 877  28 
  880  393 
Creditors: amounts falling due within one year (37) (94)
Net current assets 843  299 
Net assets 1,888  4,532 
     
Capital and reserves    
Called up share capital – Ordinary Shares 11  11 
Called up share capital – A Shares 13  13 
Special reserve 1,204  4,565 
Revaluation reserve (119) (682)
Capital reserve – realised 591  346 
Revenue reserve 188  279 
Total equity Shareholders’ funds 1,888  4,532 

DP2011 Low Carbon Shares


 
 2018  2017 
  £’000 £’000
Fixed assets    
Investments -  3,065 
Current assets    
Debtors -  140 
Cash at bank and in hand -  116 
  -  256 
Creditors: amounts falling due within one year -  (59)
Net current assets -  197 
Net assets -  3,262 
     
Capital and reserves    
Called up share capital 8  8 
Special reserve (8) 2,639 
Revaluation reserve -  67 
Capital reserve – realised -  253 
Revenue reserve -  295 
Total equity Shareholders’ funds -  3,262 

Generalist


 
 2018  2017 
  £’000 £’000
Fixed assets    
Investments 19,053  225 
Current assets    
Debtors 73  - 
Cash at bank and in hand 10,563  21,225 
  10,636  21,225 
Creditors: amounts falling due within one year (215) (10)
Net current assets 10,421  21,215 
Net assets 29,474  21,440 
     
Capital and reserves    
Called up share capital 38  7 
Special reserve (240) (5)
Share premium reserve 31,508  7,633 
Revaluation reserve (718) - 
Funds held in respect of Shares not yet allotted 398  14,012 
Revenue reserve (1,512) (207)
Total equity Shareholders’ funds 29,474  21,440 

Healthcare


 
 2018  2017 
  £’000 £’000
Fixed assets    
Investments 4,513  25 
Current assets    
Debtors 1  - 
Cash at bank and in hand 6,953  4,500 
  6,954  4,500 
Creditors: amounts falling due within one year (112) (7)
Net current assets 6,842  4,493 
Net assets 11,355  4,518 
     
Capital and reserves    
Called up share capital 15  2 
Special reserve (100) (3)
Share premium reserve 12,396  2,441 
Revaluation reserve (332) - 
Funds held in respect of Shares not yet allotted 22  2,125 
Revenue reserve (646) (47)
Total equity Shareholders’ funds 11,355  4,518 

STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2018

 Called
up
Share
capital
Capital
Redemp-tion
reserve
Special
reserve
Share
premium
account
Funds held in
respect
of Shares
not yet allotted
Revalua-tion
Reserve
Capita
reserve
-realised
Revenue
reserve
Total
 £’000£’000£’000£’000£’000£’000£’000£’000£’000
At 31 March 2016161544,441--(2,645)1,9491,17145,082
Total comprehensive income-----5991,3217372,657
Transfer between reserves*--(13,772)--6613,706--
Unallotted Shares----16,137---16,137
Transactions with owners         
Dividend paid------(13,645)(608)(14,253)
Cancellation of Shares(26)26-------
Purchase of own Shares--(49)-----(49)
Issue of Shares9--10,074----10,083
Share issue costs-------(245)(245)
At 31 March 20171443130,62010,07416,137(1,980)3,3311,05559,412
Total comprehensive income-----(225)645(796)(376)
Transfer between reserves*--(22,576)--2,43919,548589-
Unallotted Shares----420---420
Transactions with owners         
Dividend paid------(18,883)(589)(19,472)
Purchase of own Shares--(23)-----(23)
Issue of Shares44--33,830(16,137)---17,737
Share issue costs-------(1,363)(1,363)
At 31 March 2018188318,02143,9044202344,641(1,104)56,335

* A transfer of £2.4 million (2017: £66,000), representing previously recognised unrealised gains on disposal of investments during the year ended 31 March 2018, has been made from the Revaluation Reserve to the Capital Reserve realised.  A transfer of £19.5 million (2017: £13.7 million) representing realised gains on disposal of investments, less capital expenses and capital dividends in the year was made from Capital Reserve – realised to Special reserve.  

STATEMENT OF CASH FLOWS
for the year ended 31 March 2018

 Year ended 31 March 2018
 DSO B
Share
pool
DSO D
Share
pool
DP67
Share
pool
DP2011 Gen
Share
pool
DP2011 Struc
Share
pool
DP2011
LC Share pool
Generalist
Share pool
 

Health-care Share pool
Total
  £’000£’000£’000£’000£’000£’000£’000£’000£’000
Cash flows from operating activities        
Return on ordinary activities before taxation43 463 766 761 406 (732)(1,334)(589)(216)
(Gains)/losses on investments(120)(442)(683)(947)(535)252 718 332 (1,425)
Decrease/(increase) in debtors39 188 (40)585 362 140 (29)(1)1,244 
(Decrease)/increase in creditors(111)(18)10 (60)(50)(54)205 106 28 
Net cash (outflow)/inflow from operating activities(149)191 53 339 183 (394)(440)(152)(369)
Corporation tax paid (40)10 (534)(16)(8)(5)(44)- (637)
New cash generated from operating activities (189)201 (481)323  

 

175
 (399)(484)(152)(1,006)
           
Cash flow from investing activities        
Purchase of investments - - - - - - (19,546)(4,820)(24,366)
Proceeds from disposal of investments  

 

1,872
  

 

2,109
  

 

1,090
  

 

6,089
  

 

3,723
 2,813  

 

-
  

 

-
  

 

17,696
 
Net cash inflow/(outflow) from investing activities1,872 2,109 1,090 6,089 3,723 2,813 (19,546)(4,820)(6,670)
           
Net cash inflow/(outflow) before financing 

1,683
  

2,310
  

609
  

6,412
  

3,898
 2,414  

(20,030


)
 

(4,972


)
(7,676)
          
Cash flows from financing activities        
Repurchase of Shares - - (23)- - - - - (23)
Issue of share capital - - - - - - 9,368 7,425 16,793 
Equity dividends paid (4,158)(2,163)(2,463)(5,109)(3,049)(2,530)- - (19,472)
Net cash (outflow)/inflow from financing activities(4,158)(2,163)(2,486)(5,109)(3,049)(2,530)9,368 7,425 (2,702)
           
Net change in cash(2,475)147 (1,877)1,303 849 (116)(10,662)2,453 (10,378)
Cash and cash equivalents at start of year 2,475 435 2,396 266 28 116 21,225 4,500 31,441 
Cash and cash equivalents at end of year - 582 519 1,569 877 - 10,563 6,953 21,063 
           
Cash and cash equivalents comprise       
Cash at bank and in hand - 582 519 1,569 877 - 10,563 6,953 21,063 
Total cash and cash equivalents- 582 519 1,569 877 - 10,563 6,953 21,063 

STATEMENT OF CASH FLOWS
for the year ended 31 March 2017

 Year ended 31 March 2017
 DSO B
Share
pool
DSO D
Share
pool
DP67
Share
pool
DP2011 Gen
Share
pool
DP2011 Struc
Share
pool
DP2011
LC Share pool
Generalist
Share pool
 

Health-care Share pool
Total
  £’000£’000£’000£’000£’000£’000£’000£’000£’000
          
Cash flows from operating activities        
Return on ordinary activities before taxation655 439 1,219 346 71 95 (11)(6)2,808 
Losses/(gains) on investments(494)(431)(883)(164)57 (67)- - (1,980)
Decrease/(increase) in debtors13 (91)174 (193)(136)(92)- - (325)
(Decrease)/increase in creditors(75)13 21 (18)(21)(29)11 6 (92)
Net cash inflow from operating activities 99 (70)531 (29)(29)(93)- - 406 
Corporation tax paid (110)(15)(211)(32)(26)(14)- - (408)
New cash generated from operating activities (11)(85)320 (61)(55)(107)- - (2)
           
Cash flow from investing activities       
Purchase of investments - (145)(700)- - - (225)(25)(1,095)
Proceeds from disposal of investments 

1,776
  

900
  

2,364
  

3,226
  

3,066
  

-
  

-
  

-
  

11,332
 
Net cash inflow/(outflow) from investing activities1,776 755 1,664 3,226 3,066 - (225)(25)10,237 
           
Net cash inflow/(outflow) before financing 

1,765
  

670
  

1,984
  

3,165
  

3,011
  

(107


)
 

(225


)
 

(25


)
 

10,235
 
          
Cash flows from financing activities        
Repurchase of Shares - - (49)- - - - - (49)
Issue of share capital - - - - - - 7,438 2,400 9,838 
Unallotted Shares - - - - - - 14,012 2,125 16,137 
Equity dividends paid - (394)(450)(5,085)(4,539)(3,788)- - (14,253)
Net cash (outflow)/inflow from financing activities- (394)(499)(5,085)(4,539)(3,788)21,450 4,525 11,673 
           
Net increase in cash1,765 276 1,485 (1,920)(1,528)(3,895)21,225 4,500 21,908 
Cash and cash equivalents at start of year 710 159 911 2,186 1,556 4,011 - - 9,533 
Cash and cash equivalents at end of year 2,475 435 2,396 266 28 116 21,225 4,500 31,441 
           
Cash and cash equivalents comprise       
Cash at bank and in hand 2,475 435 2,396 266 28 116 21,225 4,500 31,441 
Total cash and cash equivalents2,475 435 2,396 266 28 116 21,225 4,500 31,441 

NOTES TO THE ACCOUNTS
for the year ended 31 March 2018

1.Accounting policies

Basis of accounting
The Company has prepared its financial statements in accordance with the Financial Reporting Standard 102 (“FRS 102”) and in accordance with the Statement of Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” revised February 2018 (“SORP”).

The Company implements new Financial Reporting Standards (“FRS”) issued by the Financial Reporting Council when required.

The financial statements are presented in pounds sterling and rounded to thousands.  The Company’s functional and presentational currency is pounds sterling.

Presentation of Income Statement
In order to better reflect the activities of a Venture Capital Trust, and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The revenue return is the measure the Directors believe appropriate in assessing the Company’s compliance with certain requirements set out in Part 6 of the Income Tax Act 2007.

Judgements in applying accounting policies and key sources of estimation uncertainty
Investments
All investments are designated as “fair value through profit or loss” assets due to investments being managed and performance evaluated on a fair value basis, in accordance with Section 9.9B(a) of FRS 102. A financial asset is designated within this category if it is both acquired and managed on a fair value basis, with a view to selling after a period of time, in accordance with the Company’s documented investment policy.

It is possible to determine the fair values within a reasonable range of estimates.  The fair value of an investment upon acquisition is deemed to be cost. Thereafter investments are measured at fair value in accordance with FRS 102 sections 11 and 12, together with the International Private Equity and Venture Capital Valuation Guidelines (“IPEV”).

Liquidity investments are measured using bid prices.

For unquoted investments, fair value is established by using the IPEV guidelines. The valuation methodologies for unquoted entities used by the IPEV to ascertain the fair value of an investment are as follows:

-Price of recent investment;
-Multiples;
-Net assets;
-Discounted cash flows or earnings (of underlying business);
-Discounted cash flows (from the investment); and
-Industry valuation benchmarks.

The methodology applied takes account of the nature, facts and circumstances of the individual investment and uses reasonable data, market inputs, assumptions and estimates in order to ascertain fair value. The valuation of investments is detailed in Note 9 of the Annual Report.

Gains and losses arising from changes in fair value are included in the Income Statement for the year as a capital item and transaction costs on acquisition or disposal of the investment are expensed. Where an investee company has gone into receivership or liquidation, or administration (where there is little likelihood of recovery), the loss on the investment, although not physically disposed of, is treated as being realised.

It is not the Company’s policy to exercise significant influence or joint control over investee companies. Therefore, the results of these companies are not incorporated into the Income Statement except to the extent of any income accrued. This is in accordance with FRS 102 sections 14 and 15 and the SORP, which do not require portfolio investments to be accounted for using the equity method of accounting.

Income
Dividend income from investments is recognised when the Shareholders’ rights to receive payment have been established, normally the ex-dividend date.

Interest income is accrued on a time apportioned basis, by reference to the principal sum outstanding and at the effective rate applicable, and only where there is reasonable certainty of collection in the foreseeable future.

Distributions from investments in limited liability partnerships (“LLPs”) are recognised as they are paid to the Company. Where such items are considered capital in nature they are recognised as capital profits.

Expenses
All expenses are accounted for on an accruals basis, and are stated inclusive of any VAT charged. In respect of the analysis between revenue and capital items presented within the Income Statement, all expenses have been presented as revenue items except as follows:

-Expenses which are incidental to the disposal of an investment are deducted from the disposal proceeds of the investment; or
-Expenses are split and presented partly as capital items where a connection with the maintenance or enhancement of the value of the investments held can be demonstrated. The Company has adopted a policy of charging 50% of the investment management fees to the revenue account and 50% to the capital account, to reflect the Board’s estimated split of investment returns which will be achieved by the company over the long term.

Expenses and liabilities not specific to a share class are generally allocated pro rata to the Net Asset Values of each share class.

Taxation
The tax effects on different items in the Income Statement are allocated between capital and revenue on the same basis as the particular item to which they relate, using the Company’s effective rate of tax for the accounting period.

Due to the Company’s status as a Venture Capital Trust, and the continued intention to meet the conditions required to comply with Part 6 of the Income Tax Act 2007, no provision for taxation is required in respect of any realised or unrealised appreciation of the Company’s investments which arises.

Deferred taxation, which is not discounted, is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the accounts.

Other debtors and other creditors
Other debtors (including accrued income) and other creditors are included within the accounts at amortised cost.

Issue costs
Issue costs in relation to the Shares issued for each share class have been deducted from the share premium account, special reserve or revenue reserve, as applicable, for the relevant share class.

Funds held in respect of Shares not yet allotted
Cash received in respect of applications for new Shares that have not yet been allotted is shown as “Funds held in respect of Shares not yet allotted” and recorded on the Balance Sheet.

Acquisitions

Acquisitions made during the year are accounted for using the acquisition method.  The purchase consideration is measured at the fair value of equity issued, compared to the fair value of the assets and liabilities acquired.

Operating segments

The Company has one operating segment.

2.Basic and diluted return per share

 Weighted average number
of Shares in issue
Revenue
Return
Capital gain/(loss)Total comprehensive income
Return per share is calculated on the following: £’000£’000£’000
Year ended 31 March 2018DSO B Shares19,911,070(42)47 5 
 DSO C Shares29,926,070(43)47 4 
 DSO D Shares7,867,24757 396 453 
 DP67 Shares11,229,21120 632 652 
 DP2011 General Shares15,644,066- - - 
 DP2011 General A Shares18,418,614(112)872 760 
 DP2011 Structured  Shares10,678,725- - - 
 DP2011 Structured A Shares12,572,817(91)496 405 
 DP2011 Low Carbon Shares7,575,419(44)(688)(732)
 Generalist Shares21,421,985(381)(953)(1,334)
 Healthcare Shares6,267,690(160)(429)(589)
      
Year ended 31 March 2017DSO B Shares19,911,07059 560 619 
 DSO C Shares29,926,070- - - 
 DSO D Shares7,867,24749 388 437 
 DP67 Shares11,239,78579 1,011 1,090 
 DP2011 General Shares15,644,066280 67 347 
 DP2011 General A Shares18,418,614- - - 
 DP2011 Structured  Shares10,678,725192 (120)72 
 DP2011 Structured A Shares12,572,817- - - 
 DP2011 Low Carbon Shares7,575,41983 24 107 
 Generalist Shares537,081(6)(5)(11)
 Healthcare Shares234,044(3)(3)(6)

As the Company has not issued any convertible securities or share options, there is no dilutive effect on the return per DSO B Share, DSO C Share, DSO D Share, DP67 Share, DP2011 General Share, DP2011 General A Share, DP2011 Structured Ordinary Share, DP2011 Structured A Share, DP2011 Low Carbon Share, Generalist Shares or Healthcare Share.  The return per share disclosed therefore represents both the basic and diluted return per Share for all classes of Share.

3.Basic and diluted Net Asset Value per share

  2018 Net Asset Value 2017 Net Asset Value
  

  Shares in issue
Pence per
share
 £’000 Pence per
share
 £’000
 20182017       
DSO B Shares19,911,07019,911,070- - 20.7 4,119
DSO C Shares29,926,07029,926,070- - 0.1 31
DSO D Shares7,867,2477,867,24754.4 4,280 76.1 5,992
DP67 Shares11,192,13611,239,78550.0 5,594 66.1 7,431
DP2011 General Ordinary Shares15,644,06615,644,066- - 15.0 2,347
DP2011 General A Shares18,418,61418,418,61420.3 3,744 31.2 5,746
DP2011 Structured Ordinary Shares10,678,72510,678,725- - 4.8 515
DP2011 Structured A Shares  12,572,817  12,572,81715.0 1,888 31.9 4,017
DP2011 Low Carbon Shares7,575,4197,575,419- - 43.0 3,262
Generalist Shares30,450,0407,438,09395.5 29,076 99.9 7,427
Generalist Management Shares7,487,874-- - - -
Healthcare Shares11,974,2852,400,19594.6 11,333 99.7 2,394
Healthcare Management Shares2,993,571-- - - -
Funds held in respect of shares not yet allotted 420   16,137
Net assets per Balance Sheet  56,335   59,412

The Directors allocate the assets and liabilities of the Company between the DSO B Shares, DSO C Shares, DSO D Shares, DP67 Shares, DP2011 General Ordinary Shares, DP2011 General A Shares, DP2011 Structured Shares, DP2011 Structured A Shares, DP2011 Low Carbon Shares, Generalist Shares and Healthcare Shares such that each Share class has sufficient net assets to represent its dividend and return of capital rights as described in note 12 of the Annual Report.

As the Company has not issued any convertible shares or share options, there is no dilutive effect on the Net Asset Value per DSO B Share, per DSO C Share, per DSO D Share, per DP67 Share, per DP2011 General Ordinary Share, per DP2011 General A Share, per DP2011 Structured Ordinary Share, per DP2011 Structured A Share, per DP2011 Low Carbon Share, per Generalist Share or per Healthcare Share. The Net Asset Value per share disclosed therefore represents both the basic and diluted Net Asset Value per DSO B Share, per DSO C Share, per DSO D Share, per DP67 Share, per DP2011 General Ordinary Share, per DP2011 General A Share, per DP2011 Structured Ordinary Share, per DP2011 Structured A Share, per DP2011 Low Carbon Share, per Generalist Share, and per Healthcare Share.

4.Principal risks
The Company’s investment activities expose the Company to a number of risks associated with financial instruments and the sectors in which the Company invests. The principal financial risks arising from the Company’s operations are:

-Market risks;
-Credit risk; and
-Liquidity risk.

The risk management policies used by the Company in respect of the principal financial risks and a review of the financial instruments held at the year end are provided below:

 

Market risks

As a VCT, the Company is exposed to investment risks in the form of potential losses and gains that may arise on the investments it holds, in accordance with its investment policy. The management of these market risks is a fundamental part of investment activities undertaken by the Investment Manager and is overseen by the Board. The Manager monitors investments through regular contact with management of investee companies, regular review of management accounts and other financial information and attendance at investee company board meetings. This enables the Manager to manage the investment risk in respect of individual investments. Investment risk is also mitigated by holding a diversified portfolio spread across various business sectors and asset classes.

The key market risks to which the Company is exposed are:
-Investment price risk; and
-Interest rate risk.

Investment price risk

Investment price risk arises from uncertainty about the future prices and valuations of financial instruments held in accordance with the Company’s investment objectives. It represents the potential loss that the Company might suffer through market price movements in respect of quoted investments, and also changes in the fair value of unquoted investments that it holds.

Interest rate risk

The Company accepts exposure to interest rate risk on floating-rate financial assets through the effect of changes in prevailing interest rates. The Company receives interest on its cash deposits at a rate agreed with its bankers. Investments in loan stock attract interest predominately at fixed rates. A summary of the interest rate profile of the Company’s investments is shown below.

Credit risk

Credit risk is the risk that a counterparty to a financial instrument is unable to discharge a commitment to the Company made under that instrument. The Company is exposed to credit risk through its holdings of loan stock in investee companies, cash deposits and debtors. Credit risk relating to holdings of loan stock in investee companies is considered to be part of market risk.

Liquidity risk

Liquidity risk is the risk that the Company encounters difficulties in meeting obligations associated with its financial liabilities. Liquidity risk may also arise from either the inability to sell financial instruments at their fair values when required, or from the inability to generate cash inflows as required.

ANNOUNCEMENT BASED ON AUDITED ACCOUNTS
The financial information set out in this announcement does not constitute the Company's statutory financial statements in accordance with section 434 Companies Act 2006 for the year ended 31 March 2018, but has been extracted from the statutory financial statements for the year ended 31 March 2018 which were approved by the Board of Directors on 19 July 2018 and will be delivered to the Registrar of Companies. The Independent Auditor's Report on those financial statements was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006.

The statutory accounts for the year ended 31 March 2017 have been delivered to the Registrar of Companies and received an Independent Auditors report which was unqualified and did not contain any emphasis of matter nor statements under s 498(2) and (3) of the Companies Act 2006.

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