Interim Results
Unicorn AIM VCT PLC
27 April 2005
UNICORN AIM VCT PLC
PRELIMINARY RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2005
Chairman's Statement
Qualifying Investments
In the six months to 31 March 2005 the Ordinary Share Fund made eight new
qualifying investments and two follow-on investments at a total cost of £4.5
million. Three of the new qualifying investments were in existing AIM listed
companies, four were new admissions to AIM and the eighth was an unlisted
investment. The quality of the portfolio was enhanced following the sale of four
under performing investments and the initial investment phase for the Ordinary
Share Fund is largely complete with a portfolio of 33 qualifying investments.
The Fund continues to hold substantial reserves to finance further qualifying
investments and an active share buy-back programme.
The Series 2 ('S2') Share Fund participated alongside the Ordinary Share Fund
increasing the number of qualifying investments to 15 and the total invested in
qualifying investments to £3.9 million.
The Inland Revenue's 70% qualifying target has been maintained for the Ordinary
Share Fund and your Board is confident that the Company can capitalise upon the
resurgence in the new issue market in order to meet the 70% test for the S2
Share Fund by September 2006. Other Inland Revenue tests have been complied with
and your Board has been advised that the Company has maintained its venture
capital trust status.
Results
Following revocation of investment company status on 17 August 2004 and as
explained in the 2004 Annual Report and Accounts the Company is now legally
obliged to include a Profit and Loss Account and Statement of Total Recognised
Gains and Losses. In order to provide some continuity of financial reporting the
Statement of Total Return has been retained.
The deficit on the revenue account for the Ordinary Share Fund was £7,000
(£33,000 surplus for the six months ended 31 March 2004). The decline reflects a
reduction in interest received from cash on deposit and dividends received on
the qualifying portfolio. These funds have been invested in qualifying
investments, which by virtue of their early stage of development typically pay
nominal levels of dividends. The Ordinary Share Fund has now reached a stage of
development where future dividend payments are likely to be substantially
dependent upon capital profits generated from investment realisations. Following
a net gain on investments of £2,945,000 (£3,655,000 for the six months ended 31
March 2004) the total return on ordinary activities after taxation was
£2,640,000, the equivalent of 7.6 pence per share. During the period 670,000
Ordinary Shares were bought back for cancellation at an average price of 100.2
pence per share.
Net revenue attributable to S2 Shareholders for the period was £53,000 (£nil for
the period ended 31 March 2004), a significant improvement over the previous
period, reflecting a full six months contribution since the fundraising in
January 2004. Following a net gain on investments of £1,734,000 (£nil for the
period ended 31 March 2004) the total return on ordinary activities after
taxation was £1,708,000, the equivalent of 10.8 pence per share. During the
period 10,225 S2 Shares were issued at an average price of 100 pence per share.
Dividends
An interim dividend of 5 pence per share was paid to Ordinary Fund Shareholders
on 8 March 2005 from capital profits realised on the sale of investments. The
Ordinary Fund has distributed accumulated dividends of 16.45 pence to date.
The Board's policy is to maximise the stream of dividend distributions to
Shareholders from the income and capital gains generated by the portfolio.
Whilst the latter objective is likely to take some time for the S2 Share Fund,
the goal is to return realised gains to Shareholders whilst maintaining the net
asset value per share (NAV) at a level above 100 pence.
Performance
The NAV for the Ordinary Share Fund at 31 March 2005 was 106.2 pence per share.
Since the September 2004 year-end and before providing for the interim dividend
the NAV of the Ordinary Share Fund increased by 7.4%. Over the equivalent period
the NAV of the S2 Share Fund increased by 11.5% to 105.3 pence per share. In
contrast, the FTSE All Share and FTSE AIM indices increased by 8.0% and 17.8%
respectively on a total return basis. The under performance against the AIM
Index reflects the strong performance of the resources sector which is generally
deemed non-qualifying as typically the trading activity is based outside the UK.
Since the launch of the Ordinary Share Fund in November 2001 the initial NAV has
increased by 31.3% on a total return basis (assuming all dividends have been
reinvested), the FTSE All-Share Index has increased by 10.5% and the FTSE AIM
Index has increased by 30.4%.
Outlook
When assessing the prospects for AIM it should be remembered that, although the
AIM Index has recovered strongly since the low reached in April 2003, it still
remains nearly 60% below the high achieved in March 2000. This suggests that,
even after allowing for the exuberance associated with the heady days of the
internet boom, there should be an opportunity for further recovery. More
importantly, your Manager is confident that the underlying holdings are capable
of achieving further growth in profitability and share price ratings in the
future.
Peter Dicks
Chairman
For further information please contact:
Sean O'Flanagan, Unicorn Asset Management Limited, Tel: 020 7253 0889
NON-STATUTORY ANALYSIS BETWEEN THE ORDINARY SHARE AND THE S2 SHARE FUNDS
Statement of Total Return for the six months ended 31 March 2005
Ordinary Share Fund S2 Share Fund
Notes Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Gains on investments - 2,945,255 2,945,255 - 1,734,068 1,734,068
Income 270,443 - 270,443 160,182 - 160,182
Investment management 2 (99,426) (298,277) (397,703) (26,207) (78,619) (104,826)
fees
Other expenses (177,669) - (177,669) (81,295) - (81,295)
------------ ------------ ------------ ------------ ------------ ------------
Return on ordinary (6,652) 2,646,978 2,640,326 52,680 1,655,449 1,708,129
activities before
taxation
------------ ------------ ------------ ------------ ------------ ------------
Tax on ordinary - - - - - -
activities
Return attributable to (6,652) 2,646,978 2,640,326 52,680 1,655,449 1,708,129
equity shareholders
------------ ------------ ------------ ------------ ------------ ------------
Dividends in respect - (1,728,462) (1,728,462) (77) - (77)
of equity shares
Transfer (from) /to (6,652) 918,516 911,864 52,603 1,655,449 1,708,052
reserves
======= ======= ======= ======= ======= =======
Return per ordinary 3 (0.02)p 7.64p 7.62p 0.33p 10.50p 10.83p
share
Average number of 34,657,393 15,759,381
shares in issue
Adjustments Total of both Funds
(see note below) (per Statutory Profit and Loss Account)
Ordinary Share
Fund S2 Share Fund
Capital Capital Revenue Capital Total
Notes £ £ £ £ £
Gains on (2,267,447) (1,701,248) - 710,628 710,628
investments
Income - - 430,625 - 430,625
Investment 2 - - (125,633) (376,896) (502,529)
management fees
Other expenses - - (258,964) - (258,964)
------------------ ------------------ ------------------ ------------------ ------------------
Return on (2,267,447) (1,701,248) 46,028 333,732 379,760
ordinary
activities before
taxation
Tax on ordinary - - - - -
activities
------------------ ------------------ ------------------ ------------------ ------------------
Return (2,267,447) (1,701,248) 46,028 333,732 379,760
attributable to
equity
shareholders
Dividends in - - (77) (1,728,462) (1,728,539)
respect of equity
shares
------------------ ------------------ ------------------ ------------------ ------------------
Transfer (from)/ (2,267,447) (1,701,248) 45,951 (1,394,730) (1,348,779)
to reserves
* Note: The adjustment columns represent unrealised gains in the year, which
are part of the capital component of the total shareholder return for the year.
However, they are not reported in the Profit and Loss Account below to which the
'Total of both funds' columns reconcile. These unrealised gains (total being
£3,968,695) are however reported as part of the Statement of Total Recognised
Gains and Losses below.
NON-STATUTORY ANALYSIS BETWEEN THE ORDINARY SHARE AND THE S2 SHARE FUNDS
(continued)
Balance Sheet
as at 31 March 2005
Ordinary Share Fund S2 Share Fund
Notes £ £
Fixed assets
Investments 35,513,502 12,082,489
Current assets
Debtors and prepayments 937,408 33,783
Current investments 378,498 5,155,076
Cash at bank 364,272 87,386
------------------- -------------------
1,680,178 5,276,245
Creditors: amounts falling due (970,013) (765,381)
within one year
------------------- -------------------
Net current assets 710,165 4,510,864
=================== ===================
Net assets 36,223,667 16,593,353
=================== ===================
Capital and reserves
Called up share capital 340,992 157,633
Capital redemption reserve 9,005 102
Share premium - 10,148
Special distributable reserve 24,951,034 14,555,737
Revaluation reserve 10,371,955 1,764,104
Profit and Loss Account 550,681 105,629
=========== ============
Equity shareholders' funds 36,223,667 16,593,353
=========== ============
Number of shares in issue 34,099,234 15,763,314
Net asset value per Ordinary Share 4 106.2 105.3
Adjustments Total of both funds
(see note below) (per Statutory Balance Sheet)
£ £ £
Fixed assets
Investments -
47,595,991
Current assets
Debtors and prepayments (60,172) 911,019
Current investments - 5,533,574
Cash at bank - 451,658
--------------------- ---------------------
(60,172) 6,896,251
Creditors: amounts falling due within 60,172 (1,675,222)
one year
---------------------
Net current assets - 5,221,029
===================== =====================
Net assets - 52,817,020
===================== =====================
Capital and reserves
Called up share capital
498,625
Capital redemption reserve
9,107
Share premium
10,148
Special reserve
39,506,771
Revaluation reserve
12,136,059
Profit and Loss Account
656,310
==========
Equity shareholders' funds
52,817,020
==========
Note: the adjustment above nets off the inter-fund debtor and creditor
balances, so that the 'Total of both funds' Balance Sheet agrees to the
Statutory Balance Sheet below.
UNAUDITED PROFIT AND LOSS ACCOUNT
For the six months ended 31 March 2005
Six months to 31 March 2005 Six months to 31 March 2004 (restated)
Revenue Capital Total Revenue Capital Total
Notes £ £ £ £ £ £
Gains/(losses) on - 710,628 710,628 - (25,420) (25,420)
realisation of
investments
Income 430,625 - 430,625 344,598 - 344,598
Investment (125,633) (376,896) (502,529) (100,556) (301,666) (402,222)
management fees
2
Other expenses (258,964) - (258,964) (211,108) - (211,108)
---------------- ---------------- ---------------- ---------------- ---------------- ----------------
Profit/(Loss) on 46,028 333,732 379,760 32,934 (327,086) (294,152)
ordinary
activities before
taxation
Tax on ordinary - - - - - -
activities
---------------- -------------- -------------- -------------- -------------- --------------
Profit/(Loss) on 46,028 333,732 379,760 32,934 (327,086) (294,152)
ordinary
activities after
taxation for the
financial period
Dividends in (77) (1,728,462) (1,728,539) - - -
respect of equity
shares
----------------- -------------- -------------- -------------- -------------- --------------
Retained profit/ 45,951 (1,394,730) (1,348,779) 32,934 (327,086) (294,152)
(loss) for the
year transferred
to/(from)
reserves
================== =============== ============= ============== ============== =============
Earnings per
share
Ordinary Fund 3 1.08p (0.82)p
Shares
S2 Fund Shares 3 0.04p (0.21)p
Year to 30 September 2004 (audited)
Revenue Capital Total
Notes £ £ £
Gains/(losses) on - 941,964 941,964
realisation of
investments
Income 854,348 - 854,348
Investment (231,936) (695,808) (927,744)
management fees
2
Other expenses (442,889) - (442,889)
-------------- -------------- --------------
Profit/(Loss) on 179,523 246,156 425,679
ordinary activities
before taxation
Tax on ordinary - - -
activities
-------------- -------------- --------------
Profit/(Loss) on 179,523 246,156 425,679
ordinary activities
after taxation for
the financial year
Dividends in respect (118,148) (3,476,923) (3,595,071)
of equity shares
-------------- -------------- --------------
Retained profit/ 61,375 (3,230,767) (3,169,392)
(loss) for the year
transferred to/
(from) reserves
============== ============== ==============
Earnings per share
Ordinary Fund Shares 3 1.15p
S2 Fund Shares 3 0.20p
All the items in the above statement derive from continuing operations
UNAUDITED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
for the six months ended 31 March 2005
Six months to 30 March 2005 Six months to 31 March 2004
(restated)
Notes Revenue Capital Total Revenue Capital Total
£ £ £ £ £ £
Profit/(loss) on 46,028 333,732 379,760 32,934 (327,086) (294,152)
ordinary activities
after taxation
Unrealised gains on
revaluation of - 3,968,695 3,968,695 - 3,679,737 3,679,737
investments
Total recognised gains 46,028 4,302,427 4,348,455 32,934 3,352,651 3,385,585
during the period
Return per share:
Ordinary Fund Shares 3 (0.02)p 7.64p 7.62p 0.09p 9.63p 9.72p
S2 Fund Shares 3 0.33p 10.50p 10.83p 0.00p (0.21)p (0.21)p
Year to 30 September 2004
(audited)
Notes Revenue Capital Total
£ £ £
Profit/(loss) on 179,523 246,156 425,679
ordinary
activities after
taxation
Unrealised gains
on revaluation of - 1,763,696 1,763,696
investments
Total recognised 179,523 2,009,852 2,189,375
gains during the
period
Return per share:
Ordinary Fund 3 0.20p 5.80p 6.00p
Shares
S2 Fund Shares 3 0.96p (0.11)p 0.85p
NOTE OF HISTORICAL COST PROFITS AND LOSSES
for the six months ended 31 March 2005
Six months to Six months to Year to 30 September
2004 (audited)
31 March 2005 31 March 2004
(restated)
£ £ £
Profit/(loss) on ordinary
activities before taxation 379,760 (294,152) 425,679
Realisation of revaluation (116,837) - 1,639,713
(losses)/gains of previous
years
------------------------ ----------------------- -----------------------
Historical cost profit/(loss) 262,923 (294,152) 2,065,392
on ordinary activities before
taxation
======================== ======================== =======================
Historical cost loss for the (1,465,616) (294,152) (1,529,679)
period after taxation and
dividends
======================== ======================== =======================
UNAUDITED BALANCE SHEET
as at 31 March 2005
As at As at As at
31 March 2005 31 March 2004 30 September 2004
(audited)
Notes £ £ £
Fixed assets
Investments 47,595,991 39,314,970 40,629,972
Current assets
Debtors and prepayments 911,019 112,759 126,077
Current investments 5,533,574 6,780,382 7,606,909
Cash at bank 451,658 485,508 2,861,302
------------------- ------------------- -------------------
6,896,251 7,378,649 10,594,288
Creditors: amounts falling due
within one year
Other creditors (1,515,271) (357,848) (141,989)
Accruals (159,951) (272,004) (223,855)
------------------- ------------------- -------------------
(1,675,222) (629,852) (365,844)
------------------- ------------------- -------------------
Net current assets 5,221,029 6,748,797 10,228,444
=================== =================== ===================
Net assets 52,817,020 46,063,767 50,858,416
=================== =================== ===================
Capital and reserves
Share capital 498,625 403,781 505,223
Capital redemption reserve 9,107 1,725 2,407
Share premium 10,148 5,193,908 -
Special reserve 39,506,771 32,581,345 42,147,756
Revaluation reserve 12,136,059 10,836,740 8,050,527
Revenue reserve 656,310 (2,953,732) 152,503
=================== =================== ===================
Total Shareholders' funds 52,817,020 46,063,767 50,858,416
=================== =================== ===================
Net asset value per ordinary
share
Ordinary Fund Shares 4 106.2p 117.2p 103.5p
S2 Fund Shares 4 105.3p 94.5p 94.4p
UNAUDITED STATEMENT OF CASH FLOWS
for the six months to 31 March 2005
Six months to Six months to Year to
31 March 2005 31 March 2004 30 September 2004
(unaudited) (unaudited) (audited)
£ £ £
Operating activities
Investment income received 428,943 343,717 856,788
Investment management fees paid (502,529) (393,140) (927,744)
Other cash payments (340,578) (135,833) (397,951)
------------------- ------------------- -------------------
Net cash outflow from operating (414,164) (185,256) (468,907)
activities
Investing activities
Purchase of investments (6,232,236) (5,276,758) (19,522,977)
Sale of investments 4,487,579 1,095,865 12,709,837
------------------- ------------------- -------------------
Net cash outflow from investing (1,744,657) (4,180,893) (6,813,140)
activities
Dividends
Dividends paid (1,846,687) (157,317) (3,634,240)
------------------- ------------------- -------------------
Cash outflow before financing and
liquid resource management (4,005,508) (4,523,466) (10,916,287)
Financing
Share capital raised 10,250 5,249,417 15,763,314
Share capital repurchased (487,721) (129,252) (1,048,007)
------------------- ------------------- -------------------
(477,471) 5,120,165 14,715,307
Management of liquid resources
Increase/(decrease) in monies held
pending investment
2,073,335 (168,074) (994,601)
=================== =================== ===================
(Decrease)/increase in cash 2,409,644 428,625 2,804,419
=================== =================== ===================
Notes
1. The accounts have been prepared under the historical cost
convention, modified to include the revaluation of investments, and in
accordance with applicable accounting standards and, to the extent that it does
not conflict with the Companies Act 1985, the 2003 Statement of Recommended
Practice, 'Financial Statements of Investment Trust Companies'.
2. In line with the expected long-term split of returns from the
investment portfolios of the Company, the Directors have charged 75% of the
investment management fee to the capital reserve.
3. Total earnings after taxation for the period showed a profit of
£379,760 (6 months ended 31 March 2004: loss of £294,152; year ended 30
September 2004: profit of £425,679) comprising a profit on the Ordinary Share
Fund after taxation of £372,879 (6 months ended 31 March 2004: loss of £287,390;
year ended 30 September 2004: profit of £402,389) and a profit after taxation on
the S2 Share Fund of £6,881 (6 months ended 31 March 2004: loss of £6,762; year
ended 30 September 2004: profit of £23,290). The basic earnings per Ordinary
Fund Share is based on the net profit from Ordinary Share Fund activities and on
34,657,393 (6 months ended 31 March 2004: 34,900,393; year ended 30 September
2004: 34,847,936) Ordinary Fund Shares, being the weighted average number of
Ordinary Fund Shares in issue during the period. The basic earning per S2 Fund
Share is based on the net profit from S2 Share Fund activities and on 15,759,381
(6 months ended 31 March 2004: 3,228,240; year ended 30 September 2004:
11,564,057) S2 Fund Shares, being the weighted average number of S2 Fund Shares
in issue during the period.
The revenue return per Ordinary Fund Share is based on the net deficit on
revenue on ordinary activities after taxation of £6,652 (6 months ended 31
March 2004: revenue of £32,885; year ended 30 September 2004: revenue of
£68,377) and is based on 34,657,393 (6 months ended 31 March 2004: 34,900,393;
year ended 30 September 2004: 34,847,936) Ordinary Fund Shares, being the
weighted average number of Ordinary Fund Shares in issue during the period.
The revenue return per S2 Fund Share is based on the net revenue on ordinary
activities after taxation of £52,680 (6 months ended 31 March 2004: revenue of
£40; year ended 30 September 2004: revenue of £111,146), and is based on
15,759,381 (6 months ended 31 March 2004: 3,228,240; year ended 30 September
2004: 11,564,057) S2 Fund Shares, being the weighted average number of S2 Fund
Shares in issue during the period.
The capital return per Ordinary Fund Share is based on net realised capital
gains of £677,808 (6 months ended 31 March 2004: loss of £25,420; year ended 30
September 2004: gains of £941,964), on net unrealised capital gains of
£2,267,447 (6 months ended 31 March 2004: gains of £3,679,737; year ended 30
September 2004: gains of £1,688,240), capital expenses of £298,277 (6 months
ended 31 March 2004: £294,855; year ended 30 September 2004: £607,952), and on
34,657,393 (6 months ended 31 March 2004: 34,900,393; year ended 30 September
2004: 34,847,936) Ordinary Fund Shares, being the weighted average number of
Ordinary Fund Shares in issue during the period.
The capital return per S2 Fund Share is based on net realised capital gains of
£32,820 (6 months ended 31 March 2004: £nil; year ended 30 September 2004:
£nil), on net unrealised capital gains of £1,701,248 (6 months ended 31 March
2004: £nil; year ended 30 September 2004: gains of £75,456), capital expenses of
£78,619 (6 months ended 31 March 2004: £6,811; year ended 30 September 2004:
£87,856), and on 15,759,381 (6 months ended 31 March 2004: 3,228,240; year ended
30 September 2004: 11,564,057) S2 Fund Shares, being the weighted average number
of S2 Fund Shares in issue during the period.
4. Net asset value per Ordinary Fund Share is based on net assets
at 31 March 2005, and on 34,099,234 (at 31 March 2004: 34,827,234; at 30
September 2004: 34,769,234) Ordinary Fund Shares, being the number of Ordinary
Fund Shares in issue on that date.
Net asset value per S2 Fund Share is based on net assets at 31 March 2005, and
on 15,763,314 (at 31 March 2004: 5,550,893; at 30 September 2004: 15,753,089) S2
Fund Shares, being the number of S2 Fund Shares in issue on that date.
5. The financial information for the six months ended 31 March
2005 and the six months ended 31 March 2004 has not been audited. The accounting
policies used by Unicorn AIM VCT plc in preparing the Interim Report are
consistent with those used in preparing the statutory accounts for the year
ended 30 September 2004.
The information for the year ended 30 September 2004 does not comprise full
financial statements within the meaning of Section 240 of the Companies Act
1985. The financial statements for the year ended 30 September 2004 have been
filed with the Registrar of Companies. The auditors have reported on these
financial statements and that report was unqualified and did not contain a
statement under Section 237(2) of the Companies Act 1985.
6. Copies of this statement are being sent to all Shareholders.
Further copies are available free of charge from the Company's registered
office, One Jermyn Street, London SW1Y 4UH.
ENDS
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