Annual Financial Report
New Cent. Aim Vct 2
Details of Directors
New Century AIM VCT2 plc | Â |
31st December 2014 Â |
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Audited Report and Accounts for the year to 31st December 2014 | Â |
Financial Summary | Â | Â | Â | 1 | |
Chairman's Statement | 2 | ||||
Details of Directors | 3 | ||||
Management and Administration | 4 | ||||
Directors | 5 | ||||
Strategic Report | 6 | ||||
Investment Portfolio | 8 | ||||
Top Ten Investments | 11 | ||||
Directors' Report | 12 | ||||
Directors’ Remuneration Report | 15 | ||||
Corporate Governance | 17 | ||||
Independent Auditors' Report | 20 | ||||
Income Statement | 23 | ||||
Balance Sheet | 24 | ||||
Cash Flow Statement | 25 | ||||
Notes to the Accounts | 26 | ||||
Shareholder Information | 35 | ||||
Notice of Annual General Meeting | 36 | ||||
Form of Proxy | |||||
Financial Summary |
 |
 |
Year ended
31 December 2014 |
 |
Year ended
31 December 2013 |
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Revenue return per share (pence) for the year |
(0.22) | (0.56) | |||
Total return per share (pence) for the year |
5.12 | 11.39 | |||
Proposed dividends per share (pence) |
1.50 | 1.25 | |||
Net asset value per share (pence) |
59.17 |
55.21 | |||
Cumulative value of shareholder investment (net asset value plus cumulative dividends per share) (pence) |
63.18 | 57.97 | |||
Shareholders’ funds (£’000) |
3,029 |
3,140 |
The 2013 comparative information has not been amended in respect of subsequent share buybacks.
Details of Directors
Chairman’s Statement
I am delighted to report another good year for your fund. The net asset value has increased from 55.21p to 59.17p per share, a gain of 7.17% compared to a fall of 17.5% in the FTSE AIM All shares index.
It is also pleasing to see the share price start to appreciate from mid-price of 34p at the start of the year to a mid-price of 51.5p at the end of the year, a gain of over 50%. Whilst we are encouraged with the periods outcome, we are continuing to work hard work to rebuild value for our shareholders and are now making some positive progress.
We offered shareholders the opportunity to sell some of their shares via a buy back at close to the net asset value.
We realise the importance of income for our shareholders and have therefore agreed to increase the dividend to 1.5p per share.
The level of qualifying investments at 80% is still comfortably above the 70% required level.
The current year has started well with the net asset value as at 31 March 2015 rising to 61.07p. We are announcing the net asset value on a monthly basis to keep our shareholders informed of the progress of their fund.
Geoffrey Gamble 29 April 2015
Michael Barnard (Aged 63)
Michael has been employed in stockbroking since 1971. In 1974 he became a Member of the Stock Exchange. During his career his duties have spanned investment advising, investment research, dealing and company management. In 1988 he started his own stockbroking company, MD Barnard & Company Ltd. Based in Laindon, Essex, it has offices in London, Wells, Exeter and Colchester. Since 1995, he has been either managing or advising unit trust, private client and pension company portfolios with a total value of approximately £115 million.
Geoffrey Gamble (Aged 54)
Geoffrey started his career with National Westminster Bank plc. He joined Publishing Holdings plc in 1984 and became a director in 1986. He took part in an MBO in 1988, backed by Schroder Ventures (now Permira) to form Charterhouse Communications Group Ltd and was instrumental in the satisfactory venture capital exit from that company and its flotation on AIM in 1996. He became managing director of Charterhouse Communications plc in 1999.
Peter William Riley (Aged 68)
Peter qualified as a solicitor in 1969 and in that year became partner of Mitchells, Solicitors. In 1977, he became a partner in his present solicitor practice, Daybells, where he specialises in property law with an emphasis on large commercial properties.
Ian Cameron-Mowat (Aged 64)
Ian has a Bsc 1st degree in electronics and was involved in the early development of computers at Burroughs Machines. He is currently a consultant radiologist to a NHS Trust.
Management and Administration
Registered Office | Â |
4th Floor,
50 Mark Lane London EC3R 7QR |
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Company Secretary |
Graham Kenneth Urquhart FCIS 4th Floor, 50 Mark Lane London EC3R 7QR |
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Registrar |
Neville Registrars Limited Neville House 18 Laurel Lane Halesowen West Midlands B63 3DA |
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Solicitors |
Dundas & Wilson 5th Floor, Northwest Wing Bush House Aldwych London WC2B 4EZ |
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Investment Manager and Broker |
MD Barnard & Company Ltd
17-21 New Century Road Laindon, Essex SS15 6AG |
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Auditor & VCT Status Adviser |
UHY Hacker Young LLP Quadrant House 4 Thomas More Square London E1W 1YW |
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Bankers |
Bank of Scotland
New Uberior House 11 Earl Grey Street Edinburgh EH3 9BN |
Directors
Geoffrey Gamble (Chairman)
Michael David Barnard
Peter William Riley
Ian Cameron-Mowat
All directors are non-executive.
Audit Committee:
Geoffrey Gamble (Chairman)
Peter William Riley
Ian Cameron-Mowat
Strategic Report
Activities and status
The principal activity of the company during the year was the making of long-term equity and loan investments in unquoted and AIM traded companies in the United Kingdom. The company has been listed on the London Stock Exchange since 4 April 2007 and has been granted approval by the Inland Revenue as a Venture Capital Trust. The Chairman’s Statement on page 2 and the Investment Manager’s Review below give a review of developments during the year and of future prospects.
The directors have managed the affairs of the company with the intention that it will qualify for approval by the Inland Revenue as a Venture Capital Trust for the purposes of Section 842AA of the Income and Corporation Taxes Act 1988 (‘the Act’). The directors consider that the company was not at any time up to the date of this report a close company within the meaning of Section 414 of the Act.
Investment Manager’s Review
2014 was a disappointing year for the AIM index which saw it decline by 17.5%, as such it was a difficult market for UK small caps. We also saw other equity markets experience volatility as investors assessed political tensions in different parts of the World, continued weakness in the Eurozone, deflation, collapsing oil prices and Ebola. This volatility looks to have driven some investors away from smaller companies in the short term.
It is therefore pleasing that we can report an increase in net asset value of 7.17% to 59.17p.
We made nine qualifying investments purchasing shares in Audioboom, Scholium, Rosslyn Data Technologies, Coral Products, Software Radio Technology, ULS Technology, Cloudbuy, Microsaic Systems and Gfinity plc.
As well as these qualifying investments, we purchased shares in seven non qualifying companies that we thought were undervalued.
We top sliced or exited eighteen shares.
During the year the fund processed a 10% buy back of the share capital at a 5% discount to its net asset value at that time. This helped provide liquidity to shareholders that were looking to sell some of their shares.
The UK economy continues to recover, however we have the election looming which may cause some uncertainty in the short term for companies spending commitments. We do however remain cautiously optimistic for another good showing in the current year.
Investment Objective
New Century AIM VCT2 PLC is a Venture Capital Trust (“VCTâ€) established under the legislation introduced in the Finance Act 1995. The company’s principal objectives as set out in the prospectus are to achieve long term capital growth through investment in a diversified portfolio of Qualifying Companies primarily quoted on AIM.
Principal risks and uncertainties
The company invests its funds primarily in unlisted companies and companies traded on AIM, which entail a higher degree of risk than investments in large listed companies. The main risk, therefore, arising from the company’s activities is market price risk, representing the uncertain realisable values of the company’s investments. Please refer to note 20 to these accounts which gives a detailed review of the company’s risk management.
Environmental matters
Discussion in respect of environmental matters is not considered relevant or material to an understanding of the performance of the company. The company does not consider that Greenhouse Gas Emissions disclosure is relevant to the company on the grounds of immateriality due to it not having its own premises or employees.
Key performance indicators
The financial key performance indicators are set out in the financial summary on page 1.
Michael Barnard 29 April 2015
Investment Portfolio
Security | Â | Cost | Â | Valuation | Â | % | Â | % | |
 |  | 31/12/2014 | Cost | Valuation | |||||
 | |||||||||
Qualifying Investments | 2,931,269 | 2,436,678 | 79.47 | 80.02 | |||||
Non-qualifying Investments | 733,115 | 584,841 | 19.88 | 19.20 | |||||
Uninvested funds | 23,877 | 23,877 | 0.65 | 0.78 | |||||
3,688,261 | 3,045,396 | 100.00 | 100.00 | ||||||
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Qualifying Investments | |||||||||
AIM Quoted | |||||||||
Marechale Capital plc | 151,504 | 18,000 | 4.11 | 0.59 | |||||
Sinclair Pharma plc | 157,102 | 210,000 | 4.26 | 6.90 | |||||
HML Holdings plc | 244,215 | 288,000 | 6.62 | 9.46 | |||||
Sport Media Group plc | 125,625 | - | 3.41 | 0.00 | |||||
Environ Group plc | 334,125 | - | 9.06 | 0.00 | |||||
Kurawood plc | 150,750 | - | 4.09 | 0.00 | |||||
Corac Group plc | 160,062 | 29,918 | 4.34 | 0.98 | |||||
Tristel plc | 82,547 | 160,000 | 2.24 | 5.25 | |||||
Advanced Computer Sofware | 39,296 | 319,700 | 1.07 | 10.50 | |||||
Cyan Holdngs plc | 204,219 | 49,260 | 5.54 | 1.62 | |||||
M.Winkworth plc | 56,280 | 86,100 | 1.53 | 2.83 | |||||
APC Technology | 33,670 | 38 | 0.91 | 0.00 | |||||
Angel Biotech Holdings | 57,781 | - | 1.57 | 0.00 | |||||
Music Festivals plc | 45,731 | - | 1.24 | 0.00 | |||||
Inspired Energy plc | 50,462 | 141,750 | 1.37 | 4.65 | |||||
Microsaic Systems | 66,874 | 71,550 | 1.81 | 2.35 | |||||
Eco City Vehicles | 34,676 | 6,900 | 0.94 | 0.23 | |||||
Venn Life Sciences | 125,628 | 66,667 | 3.41 | 2.19 | |||||
DP Poland | 25,631 | 13,600 | 0.69 | 0.45 | |||||
Modern Water plc | 50,256 | 19,000 | 1.36 | 0.62 | |||||
Quixant plc | 9,247 | 26,400 | 0.25 | 0.87 | |||||
Blur Group | 6,785 | 2,880 | 0.18 | 0.09 | |||||
Keywords Studios | 25,162 | 28,490 | 0.68 | 0.94 | |||||
Sanderson Group | 15,204 | 18,150 | 0.41 | 0.60 | |||||
Cloudbuy plc | 41,896 | 24,660 | 1.14 | 0.81 | |||||
PHSC | 50,256 | 54,000 | 1.36 | 1.77 | |||||
EU Supply | 19,422 | 15,818 | 0.53 | 0.52 | |||||
Plastics Capital | 33,168 | 34,980 | 0.90 | 1.15 | |||||
Daily Internet | 30,153 | 28,000 | 0.82 | 0.92 | |||||
Litebulb Group | 51,008 | 72,500 | 1.38 | 2.38 | |||||
Eclectic Bar | 35,379 | 22,000 | 0.96 | 0.72 | |||||
Kalibrate Technologies | 27,975 | 36,640 | 0.76 | 1.20 | |||||
Syqic | 26,546 | 22,576 | 0.72 | 0.74 | |||||
Outsourcery | 28,143 | 6,250 | 0.76 | 0.21 | |||||
Martinco | 50,253 | 51,500 | 1.36 | 1.69 | |||||
Solid State | 35,248 | 118,826 | 0.96 | 3.90 | |||||
Audioboom Group | 22,615 | 150,000 | 0.61 | 4.93 | |||||
Scholium Group | 40,203 | 32,800 | 1.09 | 1.08 | |||||
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Security | Cost | Valuation | % | % | |||||
 |  | 31/12/2014 | Cost | Valuation | |||||
Qualifying Investments | |||||||||
AIM Quoted | |||||||||
Rosslyn Data | 23,219 | 11,900 | 0.63 | 0.39 | |||||
Coral Products | 25,104 | 24,050 | 0.68 | 0.79 | |||||
Software Radio Technology | 22,617 | 38,750 | 0.61 | 1.27 | |||||
ULS Technology | 64,827 | 61,275 | 1.76 | 2.01 | |||||
Gfinity plc | 50,405 | 73,750 | 1.37 | 2.42 | |||||
Total qualifying investments | 2,931,269 | 2,436,678 | 79.48 | 80.02 | |||||
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Non-qualifying Investments | |||||||||
AIM Quoted | |||||||||
Eco City Vehicles | 15,671 | 915 | 0.42 | 0.03 | |||||
Sanderson Group | 18,717 | 29,700 | 0.51 | 0.98 | |||||
Rotala plc | 47,884 | 66,000 | 1.30 | 2.17 | |||||
Tristel plc | 60 | 80 | 0.00 | 0.00 | |||||
Advanced Computer Sofware | 168 | 417 | 0.00 | 0.01 | |||||
China Food Co plc | 31,547 | 5,250 | 0.86 | 0.17 | |||||
Learning Technologies | 78,836 | 86,100 | 2.14 | 2.83 | |||||
Gable Holdings | 6,238 | 13,250 | 0.17 | 0.44 | |||||
Litebulb Group | 21,897 | 45,000 | 0.59 | 1.48 | |||||
Sorbic International | 10,205 | 4,350 | 0.28 | 0.14 | |||||
TLA Worldwide plc | 26,975 | 36,000 | 0.73 | 1.18 | |||||
Driver Group | 8,992 | 8,000 | 0.24 | 0.26 | |||||
Mobile Tornado | 10,124 | 4,000 | 0.27 | 0.13 | |||||
API Group | 8,070 | 5,063 | 0.22 | 0.17 | |||||
Eco Animal | 11,460 | 12,300 | 0.31 | 0.40 | |||||
Mar City | 10,053 | 14,125 | 0.27 | 0.46 | |||||
Minds & Machines | 10,254 | 6,800 | 0.28 | 0.22 | |||||
Audioboom Group | 1,163 | 1,000 | 0.03 | 0.03 | |||||
Nostra Terra Oil | 12,667 | 8,400 | 0.34 | 0.28 | |||||
Redde plc | 18,713 | 23,250 | 0.51 | 0.76 | |||||
Numis Corp | 12,855 | 12,980 | 0.35 | 0.43 | |||||
Mountfield Group | 9,556 | 5,000 | 0.26 | 0.16 | |||||
Cleeve Capital | 5,430 | 10,800 | 0.15 | 0.35 | |||||
377,535 | 398,780 | 10.24 | 13.09 |
Investment Portfolio
Security | Â | Cost | Â | Valuation | Â | % | Â | % | |
 |  | 31/12/2014 | Cost | Valuation | |||||
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UK listed | |||||||||
Investec | 169,416 | 91,413 | 4.59 | 3.00 | |||||
British American Tobacco | 22,104 | 35,000 | 0.60 | 1.15 | |||||
Imperial Tobacco | 23,759 | 28,360 | 0.64 | 0.93 | |||||
Greene King | 9,964 | 9,313 | 0.27 | 0.31 | |||||
Waterman Group | 9,926 | 9,275 | 0.27 | 0.30 | |||||
Twentyfour Select Inc | 9,852 | 9,700 | 0.27 | 0.32 | |||||
245,021 | 183,061 | 6.64 | 6.01 | ||||||
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Unlisted Investments | |||||||||
Merchant House 15% | 45,228 | - | 1.23 | 0.00 | |||||
Merchant House 6.5% | 45,228 | - | 1.23 | 0.00 | |||||
Merchant House 10% | 20,103 | 3,000 | 0.55 | 0.10 | |||||
110,559 | 3,000 | 3.00 | 0.10 | ||||||
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 |  |  |  | ||||||
Total non-qualifying investments | 733,115 | 584,841 | 19.88 | 19.20 |
Top Ten Investments
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Security |
 | Cost |  | Valuation |  | % | |
 | |||||||
Advanced Computer Software | 39,464 | 320,117 | 10.51 | ||||
HML Holdings plc | 244,215 | 288,000 | 9.46 | ||||
Sinclair Pharma plc | 157,102 | 210,000 | 6.90 | ||||
Tristel plc | 82,607 | 160,080 | 5.26 | ||||
Audioboom Group | 23,782 | 151,800 | 4.98 | ||||
Inspired Energy plc | 50,462 | 141,750 | 4.65 | ||||
Solid State | 35,248 | 118,826 | 3.90 | ||||
Investec | 169,416 | 91,413 | 3.00 | ||||
M.Winkworth plc | 56,280 | 86,100 | 2.83 | ||||
Learning Technologies | 78,836 | 86,100 | 2.83 |
The investments tabulated above are expressed as a percentage by valuation of the company’s investment portfolio including uninvested cash.
Directors’ Report
The directors present their report and the audited accounts for the year to 31 December 2014.
Results and dividend
 |
Year to
31 December 2014 |
 |
Year to 31 December 2013 |
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Revenue | Â | Capital | Revenue | Â | Capital | ||||
£’000 | £’000 | £’000 | £’000 | ||||||
Return on ordinary activities after taxation |
(13) | 302 | (34) | 718 | |||||
 |  |  |  | ||||||
Appropriated as follows: | |||||||||
 | |||||||||
Interim dividend paid | |||||||||
 | |||||||||
Revenue – nil p | - | - | - | - | |||||
 | |||||||||
Capital – nil p | - | - | - | - | |||||
 | |||||||||
Final dividend paid in respect of prior year | |||||||||
Revenue – 0.00p (0.00p) per share | - | - | - | - | |||||
Capital – 1.25p (1.00p) per share | - | (71) | - | (57) | |||||
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 |  |  |  | ||||||
Transfers to reserves | (13) | 231 | (34) | 661 |
Directors
The directors of the company who served throughout the year and their interests in the issued ordinary shares of 10p of the company are as follows:
 |
Year ended
31 December 2014 |
 |
Year ended
31 December 2013 |
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 | |||||
Michael David Barnard
Geoffrey Gamble Peter William Riley Ian Cameron-Mowat |
439,309
115,699 3,000 73,213 |
578,783
138,106 3,000 88,153 |
All of the directors’ share interests shown above are held beneficially. There have been no changes in the directors’ share interests between 31 December 2014 and the date of this report.
Brief biographical notes on the directors are given on page 3. The director, retiring in accordance with the Company’s Articles of Association, Geoffrey Gamble, who being eligible will offer himself for re-election at the forthcoming annual general meeting. The directors believe his experience in small companies is a great benefit to the Board and recommend his re-election.
None of the directors have a contract of service with the company and, except as mentioned below under the heading “Managementâ€, there were no contracts that subsisted during the year in which a director was materially interested and which was significant in relation to the company’s business.
Management
MD Barnard & Company Ltd has acted as investment manager to the company since inception. The principal terms of the Investment Management Agreement are set out in Note 3 to the Accounts.
VCT status monitoring
The company has engaged UHY Hacker Young LLP to advise it on compliance with the VCT legislation. UHY Hacker Young LLP reviews the company’s investment portfolio to monitor ongoing VCT compliance. UHY Hacker Young LLP works closely with the investment manager, but reports directly to the Board of the company.
Substantial shareholdings
The company has been notified, in accordance with Chapter 5 of FCA’s Disclosure and Transparency Rules, of the under noted interests as at 31 December 2014 of 3 per cent shareholders and above:
MD Barnard | Â | Â | Â | 439,309 | |
JR Atkinson | 184,500 | ||||
DM Trotman | 180,000 | ||||
J Beddoe | 180,000 | ||||
IA Houston | 200,000 | ||||
RS Like | 162,000 |
Acquisition of own shares
During the year the company re-purchased 568,759 ordinary shares in accordance with the special resolution passed at the Annual General Meeting on 25 June 2015 allowing the Directors to acquire up to 14.99% of the ordinary shares of the company.
Structure of the company’s capital
The company only has one class of ordinary share and each share has attached to them full voting rights, dividends and capital distribution rights (including on a winding up) and do not confer any rights of redemption.
Appointment of Directors
The Directors are subject to re-election with one third of the Directors being re-elected annually at the AGM.
Creditor payment policy
The company’s payment policy is to agree terms of payment before business is transacted and to settle accounts in accordance with those terms. The company’s principal expenses such as investment management fees and administration fees are paid quarterly in arrears in accordance with the respective agreements. Accordingly the company had no material trade creditors at the year end.
Post balance sheet events
Details of the post balance sheet events are set out in note 24.
Annual general meeting
Notice of the annual general meeting is set out on page 35.
Auditors
In accordance with Section 485 of the Companies Act 2006, a resolution proposing that UHY Hacker Young LLP be reappointed as auditors of the Company and that the Directors be authorised to determine their remuneration will be put to the next Annual General Meeting.
Statement of disclosure to auditors
So far as the directors are aware:
1. there is no relevant audit information of which the Company’s auditors are unaware; and
2. the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.
By Order of the Board
Michael Barnard 29 April 2015
Directors’ Remuneration Report
The Board has prepared this report in accordance with the requirements of the Companies Act 2006. A resolution to approve this report will be put to the members at the Annual General Meeting to be held on 25 June 2015.
Directors’ remuneration policy
The company does not have any executive directors and, as permitted under the Listing Rules, has not, therefore, established a remuneration committee. Directors do not receive any remuneration or fees.
The directors shall be paid by the company all travel, hotel and other expenses they may incur in attending meetings of the directors or general meetings or otherwise in connection with the discharge of their duties. Any director who, by request of the directors, performs special services may be paid such extra remuneration as the directors may determine.
Directors’ remuneration (audited)
None of the Directors received any remuneration from the company during the year under review.
No other emoluments or pension contributions were paid by the company to, or on behalf of, any director. None of the directors has a service contract with the company. It is expected that the directors will continue not to receive any remuneration for their services in the forthcoming years.
Performance
The directors consider that the most appropriate measure of the company’s performance is its Cumulative Value of Shareholder Investment (net asset value plus cumulative dividends). The company’s Cumulative Value of Shareholder Investment at 31 December 2013 and 31 December 2014 is set out in the Financial Summary on page 1.
Total shareholder return
The above graph shows the company’s total shareholder return compared to that of the FTSE AIM All Index total return for the period since listing on the London Stock Exchange.
By Order of the Board
Michael Barnard 29 April 2015
Corporate Governance
The directors support the relevant principles of the UK Corporate Governance Code issued in September 2012 by the Financial Reporting Council, being the principles of good governance and the code of best practice as set out in the Main Principles of the Code annexed to the Listing Rules of the Financial Conduct Authority.
The UK Corporate Governance Code is available as the following location:
www.frc.org.uk/corporate/ukcgcode.cfm
Going Concern
Bearing in mind that the assets of the company consist mainly of marketable securities, the directors are of the opinion that at the time of approving the accounts, the company has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.
The Board
The company is led and controlled by a Board of directors who are all non-executives and who have had relevant experience with quoted companies prior to their appointment. The Chairman is Geoffrey Gamble. Biographical details of all Board members are shown on page 3.
One third of the Directors are subject to re-election at each AGM by rotation.
During the year the following were held:
2 full board meetings | Â | 2 Audit Committee meetings | |
All directors attended all meetings. | All members attended all meetings with the exception of Mr. Cameron-Mowat on one occasion. |
All directors had relevant experience with quoted companies prior to their appointment and it was therefore not thought necessary to provide further training in respect of their obligations and duties.
The Board has also established procedures whereby directors wishing to do so in the furtherance of their duties may take independent professional advice at the company’s expense.
All directors have access to the advice and services of the Company Secretary. The Company Secretary provides the Board with full information on the company’s assets and liabilities and other relevant information requested by the Chairman, in advance of each Board meeting.
The Board believes that it presents a balanced and understandable assessment of the company’s position and prospects. The Audit Committee meets at least once a year. Under the chairmanship of a non-executive director, its membership comprises all the non-executive directors with the exception of the representative of the investment manager. During the year the Audit Committee was chaired by Mr Gamble. The Audit Committee reviews the accounts and is reported to by the external auditors. The audit committee did not identify or consider any significant issues relating to the financial statements as substantially all the investments are valued by reference to publicly quoted prices. Further, the Audit Committee keeps under review the cost effectiveness, independence and objectivity of the auditors. A formal statement of independence is received from the external auditors each year. The terms of reference of the audit committee are available for inspection at the company’s registered office.
The investment manager is authorised and regulated by the Financial Conduct Authority and the directors have an opportunity to review their own auditors’ review of their financial controls.
Relations with shareholders
The Chairman is the company’s principal spokesman with investors, fund managers, the press and other interested parties.
Shareholders will have the opportunity to meet the Board at the AGM. The Board is also happy to respond to any written queries made by shareholders during the course of the year, or to meet with major shareholders if so requested.
In addition to the formal business of the AGM, representatives of the management team and the Board are available to answer any shareholder queries.
Separate resolutions are proposed at the AGM on each substantially separate issue. The Registrars collate proxy votes and the results (together with the proxy forms) are forwarded to the Company Secretary immediately prior to the AGM. In order to comply with the Governance Code, proxy votes will be announced at the AGM, following each vote on a show of hands, except in the event of a poll being called. The notice of the next AGM and proxy form can be found at the end of these accounts.
Financial Reporting
The directors’ statement of responsibilities for preparing the financial statements is set out on page 19, and a statement by the auditors about their reporting responsibilities is set out in the Auditors’ Report on page 20.
Internal control
The directors are responsible for the company’s system of internal control. Although no system of internal control can provide absolute assurance against material misstatement or loss, the company’s systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and dealt with appropriately.
The directors have conducted a review of the effectiveness of the system of internal control for the year covered by the financial statements. This accords with the Turnbull guidance.
Although the Board is ultimately responsible for safeguarding the assets of the company, the Board has delegated, through written agreements, the day-to-day operation of the company to M D Barnard & Co. Limited.
Compliance statement
The Listing Rules require the Board to report on compliance with the fifty-four Governance Code provisions throughout the accounting year. The Comply or Explain directions of the Governance Code does however acknowledge that some provisions may have less relevance for investment companies. With the exception of the limited items outlined below, the Company has complied throughout the accounting year to 31 December 2014 with the provisions set out in Sections A to E of the Governance Code.
1. The Board has not appointed a nominations committee as they consider the Board to be small and it comprises wholly non-executive directors. Appointments of new directors are dealt with by the full Board.
2. New directors do not receive a full, formal and tailored induction on joining the Board. Such matters are addressed on an individual basis as they arise.
3. Due to the size of the Board and the nature of the company’s business, a formal performance evaluation of the Board, its committees, the individual directors and the Chairman has not been undertaken. Specific performance issues are dealt with as they arise.
4. The company has three independent directors, as defined by the Governance Code issued in September 2012. The board consider that Messrs. Gamble, Riley and Cameron-Mowat are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect the directors’ judgement. The Board considers that all directors have sufficient experience to be able to exercise proper judgement within the meaning of the Governance Code.
5. The company does not have a chief executive officer or senior independent director. The Board does not consider this to be necessary for the size of the company.
6. The company does not conduct a formal review as to whether there is a need for an internal audit function. The directors do not consider that an internal audit would be an appropriate control for a venture capital trust.
7. The Audit Committee is chaired by Geoffrey Gamble, Chairman of the Board of directors, whom the board regard as independent despite recommendations to the contrary in the Governance Code due to his being Chairman of the Board of directors.
8. The non-executive directors do not have service contracts, whereas the recommendation is for fixed term renewable contracts.
9. The company has no major shareholders so shareholders are not given the opportunity to meet any new non-executive directors at a specific meeting other than the annual general meeting.
Statement of directors’ responsibilities
United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company as at the end of the financial year and of the revenue of the company for that period. In preparing those financial statements, the directors are required to:
-select suitable accounting policies and apply them consistently;
-make judgements and estimates that are reasonable and prudent;
-state whether applicable accounting standards have been followed; and
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for ensuring that proper accounting records are kept, which disclose with reasonable accuracy at any time the financial position of the company, enabling them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for the company’s system of internal control, for safeguarding the assets of the company and for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Responsibility statement
The directors confirm that to the best of their knowledge:
1. the financial statements, prepared in accordance with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), give a true and fair view of the assets, liabilities, financial position and profit or loss of the company; and
2. the Directors’ report includes a fair review of the development and performance and position of the company, together with a description of the principal risks and uncertainties that it faces.
Independent Auditors’ Report to the members of New Century AIM VCT2 plc
We have audited the financial statements of New Century AIM VCT 2 plc for the year ended 31 December 2014 which comprise the Income Statement, the Balance Sheet, the Cash Flow Statement and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities set out on page 19, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the accounts
A description of the scope of an audit of financial statements is provided on the FRC's web-site at www.frc.org.uk/apb/scope/private.cfm.
Opinion on accounts
In our opinion the financial statements:
Our assessment of risks of material misstatements
We identified the following risks that we believe have had the greatest impact on our audit strategy and scope:
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements. We define financial statement materiality as the magnitude by which misstatements, including omissions, could influence the economic decisions taken on the basis of the financial statements by reasonable users.
Our application of materiality (continued)
We also determine a level of performance materiality which we use to determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.
We determined materiality for the financial statements as a whole to be £45,000. In determining this we based our assessment on an average of three key indicators, being the result before tax, the net assets and gross assets of the company. On the basis of our risk assessment, together with our assessment of the Company’s control environment, our judgement is that performance materiality for the financial statements should be 75% of materiality, being £33,750.
An overview of the scope of our audit
The approach we took in the assessed risks described above was as follows:
The movement in unrealised gains was checked for arithmetical accuracy and validated by reviewing the opening costs to prior year balances and purchases on a sample basis.
The portfolio is maintained by the investment advisor in accordance with the investment management agreement. We agreed the investment portfolio to a signed confirmation provided by the investment advisor detailing each investment, the cost and market price.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion, information in the financial statements is:
In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the directors’ statement that they consider the annual report fair, balanced and understandable and whether the annual report appropriately discloses those matters that we communicated to the audit committee which we consider should have been disclosed.
Under the Companies Act 2006 we are required to report to you if, in our opinion:
Under the Listing Rules we are required to review:
Colin Jones (Senior statutory auditor) for and on behalf of UHY Hacker Young
Chartered Accountants
Statutory Auditors
Quadrant House
4 Thomas More Square
London, E1W 1YW
29 April 2015
Income Statement (incorporating the revenue account) for the year to 31 December 2014
 |  |
Year ended 31 December 2014 |
 |
Year ended 31 December 2013 |
|||||||||||
Notes |
Revenue £’000 |
 |
Capital £’000 |
 |
Total £’000 |
Revenue £’000 |
 |
Capital £’000 |
 |
Total £’000 |
|||||
 | |||||||||||||||
Gains/(losses) on investments | |||||||||||||||
- realised | - | 208 | 208 | - | 240 | 240 | |||||||||
- unrealised | - | 119 | 119 | - | 500 | 500 | |||||||||
Income | 2 | 36 | - | 36 | 30 | - | 30 | ||||||||
Investment management fee | 3 | (8) | (25) | (33) | (8) | (22) | (30) | ||||||||
Other expenses | 4 | (41) | - | (41) | (56) | - | (56) | ||||||||
________ | ________ | ________ | ________ | ________ | ________ | ||||||||||
Return on ordinary activities before taxation |
(13) |
302 |
289 |
(34) |
718 |
684 |
|||||||||
Tax charge on ordinary activities |
6 |
- |
- |
- |
- |
- |
- |
||||||||
________ | ________ | ________ | ________ | ________ | ________ | ||||||||||
Return on ordinary activities after taxation |
 |
(13) |
302 |
289 |
(34) |
718 |
684 |
||||||||
======= | ======= | ======= | ======= | ======= | ======= | ||||||||||
 | |||||||||||||||
Return per ordinary share (pence) |
8 |
(0.22) |
5.34 |
5.12 |
(0.56) |
11.95 |
11.39 |
||||||||
======= | ======= | ======= | ======= | ======= | ======= |
The notes on pages 26 to 34 form an integral part of these financial statements.
All revenue and capital items in the above statement are from continuing operations in the current year. No operations were acquired or discontinued in the current year. Other than that shown above, the company had no recognised gains or losses. Accordingly no statement of total recognised gains and losses has been prepared.
Balance Sheet at 31 December 2014
 |
 Note |
 |
As at 31 December 2014 £’000 |
 |
As at
31 December 2013 £’000 |
||||||
 |  |  |  | ||||||||
Fixed assets | |||||||||||
Investments | 9 | 3,022 | 3,028 | ||||||||
 | |||||||||||
Current assets | |||||||||||
Debtors | 12 | 24 | 129 | ||||||||
 | |||||||||||
Current liabilities | |||||||||||
Creditors: amounts falling due within one year |
13 |
(17) |
(17) |
||||||||
 | |||||||||||
 |  | ||||||||||
3,029 | 3,140 | ||||||||||
 |  | ||||||||||
Capital and reserves | |||||||||||
Called up share capital | 14 | 512 | 569 | ||||||||
Share premium | 15 | 57 | 57 | ||||||||
Capital Redemption Reserve | 15 | 120 | 63 | ||||||||
Capital reserve – realised | 15 | (800) | (1,032) | ||||||||
Capital reserve – unrealised | 15 | 2,145 | 2,075 | ||||||||
Revenue reserve | 15 | 995 | 1,408 | ||||||||
 | |||||||||||
 |  | ||||||||||
Total equity shareholders’ funds | 16 | 3,029 | 3,140 | ||||||||
 | |||||||||||
Net asset value per ordinary share |
17 |
59p |
55p |
||||||||
 |
The financial statements on pages 23 to 34 were approved by the Board of directors on 29 April 2015 and were signed on its behalf by:
Michael Barnard
Director
The notes on pages 26 to 34 form an integral part of these financial statements.
Company’s registered number: 06054576
Cash Flow Statement for the year to 31 December 2014
 |
Note |
 |
Year ended 31 December 2014 £’000 |
 |
Year ended
31 December 2013 £’000 |
||||||||||||||
 |  | ||||||||||||||||||
Net cash outflow from operating activities | 19 | (74) | (77) | ||||||||||||||||
 | |||||||||||||||||||
Returns on investments | |||||||||||||||||||
Interest received | 1 | 2 | |||||||||||||||||
Investment income | 35 | 28 | |||||||||||||||||
36 | 30 | ||||||||||||||||||
 | |||||||||||||||||||
UK Corporation Tax paid | - | - | |||||||||||||||||
 | |||||||||||||||||||
Dividend paid | (71) | (57) | |||||||||||||||||
 | |||||||||||||||||||
Capital expenditure & financial investment | |||||||||||||||||||
Sale of investments | 734 | 1,179 | |||||||||||||||||
Purchase of investments | (401) | (1,010) | |||||||||||||||||
Net cash inflow for capital expenditure & financial investment |
333 |
169 |
|||||||||||||||||
 | |||||||||||||||||||
Share Capital re-purchased | (329) | (291) | |||||||||||||||||
 | |||||||||||||||||||
 |  | ||||||||||||||||||
Net outflow | (105) | (226) | |||||||||||||||||
 | |||||||||||||||||||
 |  |  |  |  |  | ||||||||||||||
Decrease in uninvested funds with broker | (105) | (226) |
The notes on pages 26 to 34 form an integral part of these financial statements.
Notes to the Financial Statements for the year to 31 December 2014
1. Accounting policies
General
The financial statements have been prepared in accordance with applicable United Kingdom law and accounting standards and the Statement of Recommended Practice “Accounts of Investment Trust Companiesâ€. The financial statements have been prepared under the historical cost convention, as modified to include the revaluation of fixed asset investments.
Investments
Listed or AIM traded investments are stated at market value, which is based upon market bid prices at the balance sheet date. In the event that the shares held by the company are subject to certain restrictions, or the holding is significant in relation to the traded issued share capital of the investee company then the directors may apply a discount to the relevant market price.
Investments in unquoted companies are valued by the directors in accordance with British Venture Capital Association (“BVCAâ€) guidelines.
Realised surpluses or deficits on the disposal of investments and permanent impairments in the value of investments are taken to realised capital reserves. Unrealised surpluses and deficits on the revaluation of investments are taken to unrealised capital reserves. Costs incurred relating to acquisitions and disposals are charged to capital reserves as a deduction from proceeds or an addition to costs.
It is not the company’s policy to exercise controlling or significant influence over investee companies, although it may hold a significant interest in some companies. Accordingly, the results of these companies are not incorporated into the revenue account except to the extent of any income earned or received.
Income
Dividend income receivable from quoted securities is recognised on the ex-dividend date. Income from unquoted equity and non-equity securities is recognised on an accruals basis except that a full provision is made until the receipt of the income is certain.
Interest from cash and deposits and fixed returns on debt securities are recognised on an accruals basis.
Expenses
All expenses are accounted for on an accruals basis. One quarter of the investment management fee is charged to the revenue account and the remaining three quarters is charged to capital reserves, net of corporation tax relief, and inclusive of any irrecoverable value added tax. The allocation of the management fee reflects the directors’ estimate of the source of the long-term returns in the portfolio from revenue and capital.
Taxation
Deferred taxation 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. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.
2. Income
 |
Year ended
31 December 2014 £’000 |
 |
Year ended
31 December 2013 |
||||||
Interest receivable | Â | Â | Â | Â | |||||
-
listed fixed interest securities |
- | - | |||||||
- unquoted investment portfolio | - | 1 | |||||||
- bank deposits and liquid funds | 1 | 1 | |||||||
 |  | ||||||||
1 | 2 | ||||||||
Other income | |||||||||
Dividends receivable | 35 | 28 | |||||||
 |  | ||||||||
36 | 30 |
3. Investment management fees
 |
Year ended
31 December 2014 |
 |
Year ended
31 December 2013 |
||||||
Revenue
£’000 |
 |
Capital £’000 |
Revenue
£’000 |
 |
Capital £’000 |
||||
 | |||||||||
Investment management fees | 8 | 25 | 8 | 22 |
MD Barnard & Company Limited (“MDBâ€) provides investment management services to the company in respect of the company’s portfolio of venture capital investments under an investment management agreement dated 12 March 2007. Michael Barnard who is a non-executive director of the company is the owner and managing director of MDB.
Under the terms of the investment management agreement, MDB is entitled to a fee (exclusive of VAT) equal to 1% per annum of the net assets of the company. The fee is calculated quarterly in arrears based on the net assets at 31 March, 30 June, 30 September and 31 December. During the year ended 31 December 2013, the fee payable to MD Barnard & Company equated to 1% per annum of net assets. No performance fee is payable.
The investment management agreement is for a minimum period of three years from 12 March 2007 terminable by either party at any time thereafter by one year’s prior written notice.
4. Other expenses
 |  |
Year ended
31 December 2014 £’000 |
 |
Year ended
31 December 2013 |
|||||||||||||
Administrative and secretarial services | Â | Â | Â | Â | Â | 19 | 32 | ||||||||||
Auditors' remuneration | Â | 9 | 10 | ||||||||||||||
-for tax services | 2 | 3 | |||||||||||||||
Regulatory fees | 11 | 11 | |||||||||||||||
 |  |  |  | ||||||||||||||
 |  | ||||||||||||||||
41 | 56 |
5. Directors’ remuneration
No remuneration has been paid or is payable for year to 31 December 2014 or in respect of the prior year.
6. Tax charge on ordinary activities
 |
Year ended
31 December 2014 |
 |
Year ended
31 December 2013 |
||||||
Revenue
£’000 |
 |
Capital £’000 |
Revenue
£’000 |
 |
Capital £’000 |
||||
 | |||||||||
United Kingdom tax based on the taxable profit for the year | |||||||||
- Current year | - | - | - | - | |||||
- Prior year | - | - | - | - | |||||
 |  |  |  | ||||||
- | - | - | - | ||||||
 |  |  |  | ||||||
Factors affecting tax charge for the year | |||||||||
 | |||||||||
Return on ordinary activities before taxation | (12) | 302 | (34) | 718 | |||||
 |  |  |  | ||||||
Tax on above at the small company rate of 20% (2013: 20%) | (3) | 60 | (7) | 144 | |||||
UK dividends not subject to corporation tax | (7) | - | (6) | - | |||||
Non-deductible losses on investment | - | (66) | - | (162) | |||||
Non allowable expenses | 1 | - | 3 | - | |||||
Unutilised/(utilised) losses | 9 | 6 | 10 | 18 | |||||
 | |||||||||
 |  |  |  | ||||||
Current tax charge for the year | - | - | - | - |
The company has unrelieved trading losses amounting to approximately £502,000 (2013: £431,000) which are available to carry forward for tax purposes which it can set off against future profits. No deferred tax asset has been recognised in respect of these losses in view of the company’s history of losses.
7. Dividends
 |
Year ended
31 December 2014 £’000 |
 |
Year ended
31 December 2013 |
||||||
Capital dividend paid | Â | Â | 71 | Â | Â | 57 | |||
Final dividend paid in respect of previous year | - | - | |||||||
 |  | ||||||||
71 | 57 |
On 29 April 2015 the directors proposed a dividend in respect of the year ended 31 December 2014 of £76,783 representing 1.50p per ordinary share.
8. Return per ordinary share
The revenue return, per ordinary share, is based on the net revenue on ordinary activities after taxation of £(12,827) (2013: £(33,806) and on 5,656,430 (2013: 6,009,778) ordinary shares, being the weighted average number of ordinary shares in issue during the year.
The total return per ordinary share is based on a net profit after taxation of £289,361 (2013: £684,406) and on 5,656,430 (2013: 6,009,778) ordinary shares, being the weighted average number of ordinary shares in issue during the year.
9. Fixed asset investments
 |
As at
31 December 2014 £’000 |
 |
As at
31 December 2013 |
||||||
 |  |  |  | ||||||
UK listed | 183 | 166 | |||||||
AIM | 2,836 | 2,858 | |||||||
Unlisted | 3 | 4 | |||||||
 |  | ||||||||
3,022 | 3,028 |
Movements in investments, including realised and unrealised gains and losses, during the year are summarised as follows:
 |  |  |  |  |  | Year ended 31 December 2014 | |||||||||||||
 |  |  |  | UK Listed |  | AIM |  | Un-listed |  | Total | |||||||||
£’000 | £’000 | £’000 | £’000 | ||||||||||||||||
At 1 January 2014 | 166 | 2,858 | 4 | 3,028 | |||||||||||||||
Purchases | 10 | 391 | - | 401 | |||||||||||||||
176 | 3,249 | 4 | 3,429 | ||||||||||||||||
less: Sales | (8) | (726) | - | (734) | |||||||||||||||
168 | 2,523 | 4 | 2,695 | ||||||||||||||||
Realised period gains/(losses) | 1 | 207 | - | 208 | |||||||||||||||
Unrealised holding gains/(losses) |
14 |
106 |
(1) |
119 |
|||||||||||||||
183 | 2,836 | 3 | 3,022 | ||||||||||||||||
Cost at 31 December 2014 | 245 | 3,308 | 111 | 3,664 |
 |  |  | Year ended 31 December 2013 | ||||||||||||
 |  |  | UK Listed |  | AIM |  | Un-listed |  | Total | ||||||
£’000 | £’000 | £’000 | £’000 | ||||||||||||
at 1 January 2013 | 296 | 2,089 | 72 | 2,457 | |||||||||||
Purchases | 41 | 949 | 20 | 1,010 | |||||||||||
Transfers | (49) | 40 | 9 | - | |||||||||||
288 | 3,078 | 101 | 3,467 | ||||||||||||
less: Sales | (192) | (967) | (20) | (1,179) | |||||||||||
96 | 2,111 | 81 | 2,288 | ||||||||||||
Realised gains/(losses) | 42 | 206 | (8) | 240 | |||||||||||
Unrealised gains/(losses) | 28 | 541 | (69) | 500 | |||||||||||
166 | 2,858 | 4 | 3,028 | ||||||||||||
Cost at 31 December 2013 | 240 | 3,390 | 111 | 3,741 |
The overall gain on investments for the years shown in the Income Statement is as follows:
 |
Year ended
31 December 2014 £’000 |
 |
Year ended
31 December 2013 |
||||||
Net realised gain on disposal | Â | Â | 208 | Â | Â | 240 | |||
Increase in unrealised appreciation | 119 | 500 | |||||||
 |  | ||||||||
327 | 740 |
10. Venture capital investments
A full list of investments held is disclosed under Investment Portfolio.
11. Significant interests
The Company did not hold more than 10% of the allotted equity share capital of any class of any investee company.
12. Debtors
 |
As at
31 December 2014 £’000 |
 |
As at
31 December 2013 |
||||||
Uninvested funds with broker: | Â | Â | Â | Â | |||||
MD Barnard & Co Ltd | 24 | 129 |
13. Creditors
 |
As at
31 December 2014 £’000 |
 |
As at
31 December 2013 |
||||||
Trade creditors and accruals | Â | Â | 17 | Â | Â | 17 | |||
 |  | ||||||||
17 | 17 |
14. Share capital
 |
As at
31 December 2014 |
 |
As at
31 December 2013 |
||||||
Authorised | Â | Â | Â | Â | |||||
25,000,000 ordinary shares of 10p each | 2,500 | 2,500 | |||||||
 |  | ||||||||
Allotted, called up and fully paid | |||||||||
5,118,836 (2013: 5,687,595) ordinary shares of 10p each | 512 | 569 |
During the year the company re-purchased 568,759 ordinary shares in accordance with the special resolution passed at the Annual General Meeting on 25 June 2014. The shares were repurchased at an average price of 57.96 pence per share.
15. Reserves
 |
Share Premium account £’000 |
 |
Capital Redemption Reserve £’000 |
 |
Capital realised £’000 |
 |
Capital unrealised £’000 |
 |
Revenue reserve £’000 |
|||
As at 1 January 2014 | 57 | 63 | (1,032) | 2,075 | 1,408 | |||||||
Share buy-back | - | 57 | - | - | (329) | |||||||
Realised gains on disposals | - | - | 208 | - | - | |||||||
Unrealised gains | - | - | - | 119 | - | |||||||
Transfer of unrealised loss to realised on disposal of investment | - |
 - |
49 | (49) | - | |||||||
Net revenue before tax | - | - | - | - | (13) | |||||||
Investment management fee | - |
- |
(25) | - | - | |||||||
Dividends paid | - | - | - | - | (71) | |||||||
________ | _________ | ________ | ________ | ________ | ||||||||
At 31 December 2014 | 57 | 120 | (800) | 2,145 | 995 |
16. Reconciliation of movements in shareholders’ funds
 |  |  | £’000 | |
At 1 January 2014 | 3,140 | |||
Share buy-back | (329) | |||
Dividend paid | (71) | |||
Return on ordinary activities after tax | 289 | |||
 | ||||
At 31 December 2014 | 3,029 |
17. Net asset value per share
Net asset value per share is based on net assets at 31 December 2014 of £3,028,843 (31 December 2013 of £3,140,229) and on 5,118,836 ordinary shares (2013: 5,687,595 ordinary shares) in issue at those dates.
18. Performance incentive arrangements
The Investment Manager is not entitled to any performance incentive arrangements.
19. Net cash outflow from operating activities
 |
Year ended
31 December 2014 £’000 |
 |
Year ended
31 December 2013 £’000 |
|||||
Operating activity | ||||||||
Operating profit | 289 | 684 | ||||||
Profit on sale of investments | (208) | (240) | ||||||
Investment income | (36) | (30) | ||||||
Unrealised gains investments | (119) | (500) | ||||||
Increase in creditors | - | 9 | ||||||
________ | ________ | |||||||
(74) | (77) |
20. Risk management and financial instruments
A statement of the company’s principal objectives is given within the Strategic Report on page 6. In order to achieve these objectives the company invests its funds primarily in qualifying holdings in unlisted companies and companies traded on AIM, which by their nature may entail a higher degree of risk than investments in large listed companies. The company has not entered into any derivative transactions, and does not expect to do so in the foreseeable future. As a venture capital trust, the company invests in securities for the long term, and it is the company’s policy that no trading in investments or other financial instruments shall be undertaken.
Market price risk
The main risks arising from the company’s investing activities are market price risk, representing the uncertain realisable values of the company’s investments. The directors aim to limit the risk attaching to the portfolio as a whole by careful selection of investments and by maintaining a wide spread of investments in terms of financing stage, industry sector and geographical location.
Interest rate risk
The company finances its activities through retained profits including realisable capital profits, and through the issue of equity shares. It has not entered into any borrowings. The company’s investment portfolio includes investments in interest bearing securities in investee companies and in other fixed interest securities. Details of interest bearing assets are given below under Financial assets.
Liquidity risk
There is liquidity risk associated with unquoted investments, which are not readily realisable.
Credit risk
Credit risk is the risk of a borrower defaulting on either an interest payment or the capital sum of a loan. The company has not made any loans to investee companies.
Currency risk
The company’s assets and liabilities are denominated in sterling.
Financial assets
The interest rate profile of the company’s financial assets is set out below:
 |
Year ended
31 December 2014 |
 |
Year ended
31 December 2013 |
||||||
 |  |  |  | ||||||
Fixed rate | 3 | 4 | |||||||
Non-interest bearing | 3,019 | 3,024 | |||||||
 |  | ||||||||
3,022 | 3,028 |
Fixed rate assets | Â |
Year ended
31 December 2014 |
 |
Year ended
31 December 2013 |
|||||
 |  |  |  | ||||||
Weighted average interest rate | n/a | n/a | |||||||
Weighted average years to maturity | n/a | n/a |
Non-interest bearing financial assets comprise equity share and non-equity share investments in investee companies, cash held on non-interest bearing deposit and debtors.
Fair values
The investments of the company are valued by the directors in accordance with the guidelines issued by the British Venture Capital Association, and the carrying values are considered to approximate the fair value of the investments.
21. Related party transactions
New Century AIM VCT2 plc is managed by M D Barnard & Co. Limited.
22. Capital commitments
There were no investments which were approved at the year-end but which had not completed.
23. Control
New Century AIM VCT2 plc is not under the control of any one party or individual.
24. Post balance sheet events
On 29 April 2015 the directors proposed a dividend in respect of the year ended 31 December 2014 of £76,783 representing 1.50p per ordinary share.
Shareholder Information for the year to 31 December 2014
The Company
New Century AIM VCT2 PLC2 was incorporated on 16 January 2007. On 4 April 2007, the company obtained a listing on the London Stock Exchange. A total of £5.745 million was raised (before expenses) through an offer for subscription of new ordinary shares at 100p. The company has been provisionally approved as a Venture Capital Trust by the Inland Revenue.
The Investment Manager
New Century AIM VCT2 PLC is managed by M D Barnard & Company Limited, an independent fund management company based in Laindon, Essex. M D Barnard & Company currently manages or advises private client funds and venture capital funds totalling approximately £25 million including New Century AIM VCT2 PLC.
Venture Capital Trusts
Venture Capital Trusts (VCTs) were introduced in the Finance Act 1995 and are intended to provide a means whereby individual investors can invest in small unquoted trading companies in the UK, with incentives in the form of a number of tax benefits. From 6 April 2005, investors subscribing for new shares in a VCT have been entitled to claim income tax relief of 30% on their investment, irrespective of their marginal tax rate (up to a maximum investment of £200,000 per tax year). The tax relief cannot exceed the amount which reduces an investor’s income tax liability to nil. In addition all dividends paid by VCTs are tax free and disposals of VCT shares are not subject to capital gains tax.
New Century AIM VCT2 has been provisionally approved as a VCT by the Inland Revenue. In order to maintain its approval the company must comply with certain requirements on a continuing basis; in particular, within three years from the date of provisional approval at least 70% by value of the company’s investments must comprise “qualifying holdingsâ€, of which at least 30% by value must be in eligible ordinary shares. A “qualifying holding†consists of up to £1 million invested in any one year in new shares or securities in an unquoted company which is carrying on a qualifying trade and whose gross assets do not exceed £15 million at the time of investment. For the purposes of these criteria, unquoted companies include companies whose shares are traded on the Alternative Investment Market (“AIMâ€).
As with investment trusts, capital gains accruing to VCTs are not chargeable gains for UK Corporation Tax purposes.
Financial calendar
Annual General Meeting | Â | Â | Â | 25 June 2015 | |
Interim report for six months to 30 June 2015 | August 2015 | ||||
Preliminary announcement of results for the year to 31 December 2015 | April 2016 | ||||
Annual General Meeting 2016 | June 2016 |
The shares will go ex-dividend on 18 June 2015, the proposed dividend will be paid to shareholders on the share registrar as at 19 June 2015. The dividend will be paid on 17 July 2015.
Share price
The mid-market price of shares in New Century AIM VCT PLC2 is available daily on the London Stock Exchange website (www.londonstockexchange.com).